NEW CENTURY AIM VCT 2 PLC

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Company number: 06054576

New

31st December

Century

AIM

VCT2

plc

2022

Audited Report and Accounts

for the year to 31st December

2022

Financial Summary

Chairman's Statement

Details of Directors

Management and Administration

Directors

Strategic Report

Investment Portfolio

Top Ten Investments

Directors' Report

Directors’ Remuneration Report

Corporate Governance

Independent Auditor's Report

Statement of Comprehensive Income

Balance Sheet

Statement of Changes in Equity

Cash Flow Statement

Notes to the Financial Statements

34 - 44

Shareholder Information

Financial Summary

Year ended

31 December

2022

2021

Revenue return per share (pence) for the year

(1.80)

(0.85)

Total return per share (pence) for the year

(32.01)

23.28

Proposed dividends per share (pence)

2.50

4.00

Net asset value per share (pence)

47.62

83.34

Cumulative value of shareholder investment (net asset

75.58

107.30

value plus cumulative dividends per share) (pence)

Shareholders’ funds (£’000)

2,413

3,840

Chairman’s Statement

The Net Asset Value (NAV) performance of your fund for the year decreased by 42.9% to 47.62p, compared

to the FTSE AIM All-Share index which declined by 31.7% over the same period. It should be noted that

whilst the portfolio underperformed the index in the period, the one sector that had performed well in the

period was energy, such as oil and gas companies, but your fund is restricted from investing in this area.

We recognise the importance of tax-free income to our shareholders and the Board is therefore proposing

that we pay a dividend of 2.5p per share in respect of the year ended 31 December 2022. A 2.5p dividend

represents a yield of 4.4% based on the fund’s mid-price of 57p on 31 December 2022.

The fund has made nine further qualifying investments (relating to eight companies) in the period and we

are pleased with their progress. We made twenty-five sales (relating to ten companies) where we either

exited or top-sliced a holding.

2022 turned out to be a difficult year for most equity markets, particularly those of smaller companies. The

invasion of Ukraine by Russia, whilst devasting for those directly involved, created a large increase in

energy costs resulting in implications for the economy, many corporates and households. The result on the

economy of rising inflation was met by Central Banks across the world raising interest rates which tightened

the availability of capital.

We have also witnessed many Institutions experience redemptions which has put pressure on many

companies share prices as some companies’ shares have been sold to meet such redemptions. This can

be frustrating as a company may indeed be performing well operationally but has seen downward pressure

on its share price in the short term as, due to a lack of liquidity in the Market, the selling of its shares causes

a disproportionate decline in its share price.

We hope that the effects that have caused some of the difficulties in 2022 will start to abate in 2023 as

inflation starts to decline and that we appear to be near the top of the interest rate cycle, with some

commentators thinking we will see interest rates decline towards the end of this year and into 2024. This

should prove to be positive for equity markets and therefore gives us some optimism moving forwards.

We continue to invest in a wide spread of established companies across a variety of sectors within the fund

which should help mitigate some of the risk across the portfolio.

Geoffrey Gamble

25 April 2023

Details of Directors

Chairman - Geoffrey Gamble (Aged 64)

Geoffrey started his career with National Westminster Bank plc. He joined Publishing Holdings plc in 1984

and became a director in 1986. He took part in an MBO in 1988, backed by Schroder Ventures (now

Permira) to form Charterhouse Communications Group Ltd and was instrumental in the satisfactory venture

capital exit from that company and its flotation on AIM in 1996. He became managing director of

Charterhouse Communications plc in 1999.

Michael Barnard (Aged 72)

Michael has been employed in stockbroking since 1971. In 1974 he became a Member of the Stock

Exchange. During his career his duties have spanned investment advising, investment research, dealing

and company management. In 1988 he started his own stockbroking company, MD Barnard & Company

Limited which he subsequently sold on 30 November 2017.

Ian Cameron-Mowat (Aged 72)

Ian has a BSc 1st degree in electronics and was involved in the early development of computers at

Burroughs Machines. He is currently a consultant radiologist to a NHS Trust.

Simon Like (Aged 53)

Simon started his career working for Midland Bank, which later became HSBC plc, and has been employed

in stockbroking since 2001. Since then Simon has been managing client money and is one of the senior

fund managers at Oberon Investments Limited.

Management and Administration

Registered Office

4 th Floor,

50 Mark Lane

London

EC3R 7QR

Company Secretary

Tricor Secretaries Limited

4 th Floor,

50 Mark Lane

London

EC3R 7QR

Registrar

Neville Registrars Limited

Neville House

Steelpark Road

Halesowen

B62 8HD

Solicitors

Wedlake Bell LLP

71 Queen Victoria Street

London

EC4V 4AY

Investment Manager and Broker

Oberon Investments Limited

1 st Floor

12, Hornsby Square

Southfields Business Park

Basildon

SS15 6AD

Auditor

Moore Kingston Smith LLP

9 Appold Street

London

EC2A 2AP

Directors

Geoffrey Gamble (Chairman)

Michael David Barnard

Ian Cameron-Mowat

Simon Like

All directors are non-executive.

Audit Committee :

Geoffrey Gamble (Chairman)

Ian Cameron-Mowat

Strategic Report

Activities and status

The principal activity of the company during the year was the making of long-term equity and loan

investments in UK Listed, AIM traded and unquoted companies in the United Kingdom. The Company has

been listed on the London Stock Exchange since 4 April 2007 and has been granted approval by His

Majesty’s Customs & Revenue as a Venture Capital Trust. The Chairman’s Statement on page 2 and the

Investment Manager’s Review below give a review of developments during the year and of future prospects.

The directors have managed the affairs of the company with the intention that it will qualify for approval by

His Majesty’s Customs & Revenue as a Venture Capital Trust for the purposes of Section 842AA of the

Income and Corporation Taxes Act 1988 (‘the Act’). The directors consider that the Company was not at

any time up to the date of this report a close company within the meaning of Section 414 of the Act.

Investment Manager’s Review

Your fund’s NAV decreased by 42.9% to 47.62p, compared to the FTSE AIM All Share index which declined

by 31.7% over the same period. The net asset value of the fund plus cumulative dividends per share

declined by 29.6% to 75.58p.

The fund made nine qualifying investments (comprising eight companies) in the period, investing in Clean

Power Hydrogen plc, Destiny Pharma plc, Intelligent Ultrasound plc, Seeen plc, Strip Tinning Holdings plc,

Sulnox Group plc, Truspine Technologies plc and Verici Dx plc.

We made twenty-five disposals (relating to ten companies) where we either exited or top-sliced a holding.

The war in the Ukraine impacted the economic environment throughout 2022. The introduction of severe

financial sanctions on Russia caused disruption with supply chains and led to a high rise in energy costs.

This resulted in a high inflation environment that dominated the thoughts of Central Bankers who started a

succession of interest rate rises throughout the year. In such an environment most equities tend to not

perform well, and we experienced a lack of liquidity in many smaller companies where a small amount of

selling would have a disproportionately large impact on share prices. We also had the unusual

circumstances of having 3 Prime Ministers in the year, where borrowing costs rose sharply when former

Prime Minister and her Chancellor announced a mini budget in October that spooked global investors,

resulting in a run-on Sterling and sent gilt markets into freefall.

That said, your fund has a diverse spread of investments across many different sectors to give it good

diversification, although we are restricted from investing in most energy and mining companies which have

been strong performing sectors in the period.

We are cautiously optimistic for the year ahead as we think inflationary pressures are starting to ease and

is expected to fall throughout this year. This coupled with expectations of interest rates peaking and indeed

declining towards the end of 2023 and into 2024 should be beneficial for equities.

Investment Objective

New Century AIM VCT 2 PLC is a Venture Capital Trust (“VCT”) established under the legislation introduced

in the Finance Act 1995. The Company’s principal objectives as set out in its prospectus are to achieve

long term capital growth through investment in a diversified portfolio of Qualifying Companies primarily

quoted on AIM.

Strategic Report

Principal risks and uncertainties

The Company invests its funds primarily in companies traded on AIM, which entail a higher degree of risk

than investments in large listed companies. The main risk, therefore, arising from the Company’s activities

is market price risk, representing the uncertain realisable values of the Company’s investments. Please

refer to the Corporate Governance report on page 18 which provides evidence of the robust review the

directors have performed to assess these risks, and also note 22 to these accounts which gives a detailed

review of the Company’s risk management.

Environmental Social and Governance (ESG) and Considerations

The Board seeks to maintain high standards of conduct with respect to environmental, social and

governance issues and to conduct the Company’s affairs responsibly. The Company does not have any

employees or offices and so the Board does not maintain any specific policies regarding employee, human

rights, social and community issues but does expect the Investment Manager to consider them when

fulfilling its role. As the Company used less than 40MWh of energy during the period it is exempt from the

Streamlined Energy and Carbon Reporting requirements. The Company, whilst exempt, continues to

monitor and develop its approach to the recommendations of the Task Force on Climate related Financial

Disclosures (TCFD). The management of the Company’s investment portfolio has been delegated to its

Investment Manager Oberon Investments Limited. The Company has not instructed the Investment

Manager to include or exclude any specific types of investment on ESG grounds. However, it expects the

Investment Manager to take account of ESG considerations in its investment process for the selection and

ongoing monitoring of underlying investments. Exposure to climate related risks is considered on a deal-

by-deal basis by the Investment Manager. This includes the physical risks and impacts of climate change

where this has been identified as a material issue. The Investment Manager also looks for investment

opportunities in companies that are well positioned to benefit from the transition to a lower carbon economy.

The Board has also given the Investment Manager discretion to exercise voting rights on resolutions

proposed by investee companies.

Viability Statement

In accordance with provision 1 of The UK Corporate Governance Code 2018 the directors have assessed

the prospects of the Company over a longer period than the 12 months required by the “Going Concern”

provision.

The Board regularly considers the Company’s strategy, including investor demand for the Company’s

shares, and a three-year period is therefore considered to be an appropriate and reasonable time horizon.

The Board has carried out a robust assessment of the principal risks facing the Company and its current

position, including those which may adversely impact its business model, future performance, solvency or

liquidity. The principal risks faced by the Company and the procedures in place to monitor and mitigate

them are set out in note 22.

The Board has also considered the Company’s cash flow projections and found these to be realistic and

reasonable.

Based on the above assessment the Board confirms that it has a reasonable expectation that the Company

will be able to continue in operation and meet its liabilities as they fall due over the three-year period to 31

December 2025.

Key performance indicators

The financial key performance indicators are set out in the financial summary on page 1.

Geoffrey Gamble

25 April 2023

Investment Portfolio

Security

Cost

Valuation

31/12/2022

Cost Valuation

Qualifying Investments

3,444,643

2,157,452

88.57

84.81

Non-qualifying Investments

90,563

32,664

2.33

1.28

3,535,206

2,190,116

90.90

86.09

Uninvested funds

353,862

9.10

13.91

3,889,068

2,543,979

100.00

Qualifying Investments

AIM Quoted

Abingdon Health plc

35,218

2,369

0.91

0.09

Access Intelligence plc

10,053

17,250

0.26

0.68

Actual Experience plc

63,174

838

1.62

0.03

AFC Energy plc

50,254

57,781

1.29

2.27

Arecor Therapeutic plc

12,818

12,977

0.33

0.51

Audioboom Group plc

41,758

73,346

1.07

2.88

Belluscura plc

52,263

75,457

1.34

2.97

Blackbird plc

18,845

52,500

0.48

2.06

Brighton Pier Group plc

35,379

14,366

0.91

0.56

C4X Discovery Holdings plc

35,179

41,883

0.90

1.65

Clean Power Hydrogen plc

50,253

33,333

1.29

1.31

Cloudbuy plc

41,896

1.08

0.00

Coral Products plc

25,104

29,600

0.65

1.16

Creo Medical Group plc

20,504

6,711

0.53

0.26

CyanConnode Holdngs plc

204,219

10,673

5.25

0.42

Deepmatter plc

50,253

1,033

1.29

0.04

Deepverge plc

93,203

2,505

2.40

0.10

Destiny Pharma plc

175,882

174,250

4.52

6.85

Diaceutics plc

10,314

10,125

0.27

0.40

DP Poland plc

25,631

13,770

0.66

0.54

ECSC Group plc

20,104

9,091

0.52

0.36

Falanx Group Ltd

85,234

23,863

2.19

0.94

Feedback plc

100,511

56,095

2.58

2.20

Fusion Antibodies plc

7,540

3,500

0.19

0.14

Gfinity plc

33,229

8,006

0.85

0.31

Immotion Group plc

95,486

29,491

2.46

1.16

I-Nexus Global plc

30,153

1,139

0.78

0.04

Inspired Energy plc

33,641

71,400

0.87

2.81

Intelligent Ultrasound Group plc

134,808

98,061

3.47

3.85

Kinovo plc

52,465

28,800

1.35

1.13

Libertine Holdings plc

125,628

87,500

3.23

3.44

Location Sciences Group plc

72,643

3,491

1.87

0.14

Loopup Group plc

15,078

600

0.39

0.02

Lunglife AI Inc

20,104

9,091

0.52

0.36

M.Winkworth plc

56,280

105,000

1.45

4.13

Security

Cost

Valuation

Investment Portfolio

31/12/2022

Cost

Valuation

Qualifying Investments

AIM Quoted

Marechale Capital plc

75,752

15,000

1.95

0.59

Microsaic Systems plc

142,261

979

3.66

0.04

Mirriad Advertising plc

30,154

3,376

0.78

0.13

MyHealthChecked plc

103,202

87,222

2.65

3.43

N4 Pharma plc

40,204

7,200

1.03

0.28

Pelatro plc

25,128

4,400

0.65

0.17

PHSC plc

50,256

32,000

1.29

1.26

Polarean Imaging plc

7,539

27,950

0.19

1.10

Property Franchise Group plc

45,482

90,458

1.17

3.56

Quixant plc

8,091

28,000

0.21

1.10

Rosslyn Data Technologies plc

23,219

665

0.60

0.03

Scancell Holdings plc

45,233

80,113

1.16

3.15

SEEEN plc

100,511

56,667

2.58

2.23

Solid State plc

35,247

199,976

0.91

7.86

SRT Marine Systems plc

4,524

11,500

0.12

0.45

Strip Tinning plc

15,890

5,127

0.41

0.20

Sysgroup plc

45,232

20,475

1.16

0.80

TP Group plc

160,062

16,081

4.12

0.63

Trellus Health plc

25,128

5,938

0.65

0.23

Tristel plc

1,651

15,200

0.04

0.60

Verici Dx plc

101,505

39,991

2.61

1.57

XP Factory plc

31,006

3,987

0.80

0.16

Yourgene Health plc

40,204

698

1.03

0.03

Yu Group plc

20,504

55,571

0.53

2.18

3,113,086

1,974,467

80.04

77.62

AQSE Quoted

Sulnox Grp plc

135,786

118,388

3.49

4.65

Truspine Technology plc

100,283

46,950

2.58

1.85

236,069

165,338

6.07

6.50

Unlisted Investments

Anglo African Oil & Gas plc

65,329

1.68

0.00

LightwaveRF plc

30,159

17,647

0.78

0.69

95,488

17,647

2.46

0.69

Total qualifying investments

3,444,643

2,157,452

88.57

84.81

Security

Cost

Valuation

Investment Portfolio

31/12/2022

Cost

Valuation

Non-qualifying Investments

AIM Quoted

Audioboom Group plc

1,163

434

0.03

0.02

Rotala plc

27,683

24,360

0.72

0.96

Tristel plc

380

0.00

0.01

28,906

25,174

0.75

0.99

UK listed

Twentyfour Income Fund Ltd

9,852

7,490

0.25

0.29

9,852

7,490

0.25

0.29

Unlisted Investments

China Food Co plc

31,547

0.81

Mar City plc

10,053

0.26

Sorbic International plc

10,205

0.26

51,805

1.33

Total non-qualifying investments

90,563

32,664

2.33

1.28

Top Ten Investments

Security

Cost Valuation

Solid State plc

35,247

199,976

7.86

Destiny Pharma plc

175,882

174,250

6.85

Sulnox Grp plc

135,786

118,388

4.65

M.Winkworth plc

56,280

105,000

4.13

Intelligent Ultrasound Group plc

134,808

98,061

3.85

Property Franchise Group plc

45,482

90,458

3.56

Libertine Holdings plc

125,628

87,500

3.44

MyHealthChecked

103,202

87,222

3.43

Scancell Holdings plc

45,233

80,113

3.15

Belluscura plc

52,263

75,457

2.97

909,811

1,116,425

43.89

The investments tabulated above are expressed as a percentage by valuation of the Company’s investment

portfolio including uninvested cash.

Directors’ Report

The directors present their report and the audited accounts for the year to 31 December 2022.

Corporate Governance

The Corporate Governance report on pages 18 to 21 forms part of the directors’ report.

Results and dividend

Year to

31 December 2022

31 December 2021

Revenue

Capital

Revenue

Capital

£’000

Return on ordinary activities after taxation

(90)

(1,505)

(39)

1,112

Appropriated as follows:

Final dividend paid in respect of prior year

Revenue – 4.00p (7.00p) per share

(203)

(322)

Capital – 0.00p (0.00p) per share

Transfers to reserves

(293)

(1,505)

(361)

1,112

Directors

The directors of the Company who served throughout the year and their interests in the issued ordinary

shares of 10p of the Company are as follows :

Year ended

31 December 2022

31 December 2021

Michael David Barnard

517,498

Geoffrey Gamble

111,550

106,550

Peter William Riley

3,000

Ian Cameron-Mowat

67,065

Simon Like

145,800

Peter William Riley passed away on 19 October 2022. All of the other directors’ share interests shown

above are held beneficially. There have been no changes in the other directors’ share interests between

31 December 2022 and the date of this report.

Brief biographical notes on the directors are given on page 3. The director, retiring in accordance with the

Company’s Articles of Association, is Simon Like, who being eligible will offer himself for re-election at the

forthcoming annual general meeting.

Directors’ Report

Management

Oberon Investments Limited has acted as Investment Manager to the Company since inception. The

principal terms of the Investment Management Agreement are set out in Note 6 to the Accounts.

Substantial shareholdings

The Company has been notified, in accordance with Chapter 5 of FCA’s Disclosure and Transparency

Rules, of the under noted interests, as at 31 December 2022, of the shareholders who own 3.0% or more

of the Company’s shares.

MD Barnard

517,498

10.2%

N Shanks

405,057

8.0%

Evelyn Partners

306,409

6.0%

D Poutney

294,745

5.8%

Oberon Investments Limited (beneficial)

269,629

5.3%

Oberon Investments Limited (non-beneficial)

247,539

4.9%

IA Houston

200,000

3.9%

DM Trotman

180,000

3.6%

JR Atkinson

152,365

3.0%

Acquisition of own shares

During the year the Company did not make any acquisition of its own shares.

Structure, rights and restrictions concerning the Company’s share capital

At the start of the Company’s financial year there were 4,606,953 ordinary shares in issue. On 9 March

2022 the Company issued 460,690 new shares, leaving a total of 5,067,643 shares in issue at the end of

the financial year. The rights and obligations attached to the Company’s ordinary shares are set out in the

Company’s Articles of Association, copies of which can be obtained from Companies House. The Company

has only one class of ordinary share and each share has attached to it full voting rights, dividends and

capital distribution rights (including on a winding up) and do not confer any rights of redemption.

Ordinary shareholders also have the right to receive copies of the Company’s report and accounts, to attend

and speak at general meetings and to appoint proxies.

There are no shareholders who have a significant direct or indirect shareholding in the Company.

In accordance with Schedule 7 of the Large and Medium Size Companies and Groups (Accounts and

Reports) Regulations 2008, as amended, the directors disclose the following information:

The Company’s capital structure and voting rights are summarised above, and there are no

restrictions on voting rights nor any agreement between holders of securities that result in

restrictions on the transfer of securities or on voting rights;

There exist no securities carrying special rights with regard to the control of the Company;

The rules concerning the appointment and replacement of directors, amendment of the Articles of

Association and powers to issue or buy back of the Company’s shares are contained in the Articles

of Association of the Company and the Companies Act 2006;

The Company does not have an employee share scheme;

There are no agreements to which the Company is party that may affect its control following a

takeover bid; and

There are no agreements between the Company and its Directors providing for compensation for

loss of office that may occur following a takeover bid or for any other reason.

Directors’ Report

Appointment of Directors

The directors are subject to re-election by rotation, with one director being re-elected annually at the AGM.

Creditor payment policy

The Company’s payment policy is to agree terms of payment before business is transacted and to settle

accounts in accordance with those terms. The Company’s principal expenses such as investment

management fees and administration fees are paid quarterly in arrears in accordance with the respective

agreements. Accordingly, the Company had no material trade creditors at the year-end.

Streamlined Energy and Carbon Reporting

There are reporting requirements which make it mandatory for companies to report the amount of energy

they use during their financial year. The Company’s energy usage is below the de minimis level of

40,000kWh.

Post balance sheet events

Details of the post balance sheet events are set out in note 27.

Section 172 (1) of the Companies Act 2006

The Board notes the disclosure regulations contained within ‘The Companies (Miscellaneous Reporting)

Regulations 2018 and confirms that when making decisions it acts in a way which promotes the success of

the Company for the benefit of its members as a whole, and in doing so has regard (amongst other matters)

to the following:

(a) the likely consequences of any decision over the long term;

(b) the need to foster the Company’s business relationships with its suppliers;

conduct; and

(d) the need to act fairly as between members of the Company;

The Board also recognises the requirement under Section 414c of the Companies Act 2006 to detail

information about environmental matters (including the impact of the Company’s business on the

environment), employee, human rights, social and community issues, including information about any

policies it has in relation to these matters and effectiveness of these policies.

Given the size and nature of the Company’s activities and the fact that it has no full-time employees and

only four non-executive directors, the Board considers there is limited scope to develop and implement

social and community policies. However, the Company recognises the need to conduct its business in a

manner responsible to the environment where possible.

The Board believes that the key stakeholders in the business are the Company’s shareholders (i.e. the

investors in the Company). The Board communicates with these key stakeholders as explained in the

‘Relations with shareholders’ section in the Corporate Governance chapter on page 19 in these Financial

Statements.

The Board regularly disseminates information to shareholders, including monthly NAV calculations and,

where necessary, directorate changes, through RNS releases on the London Stock Exchange.

Shareholders receive the Annual Report and Accounts which aims to give shareholders a full understanding

of the Company’s operations and investments. This information, together with the interim accounts and

other shareholder information is also released to the market via the London Stock Exchange RNS process.

The Board has delegated the monitoring of its portfolio companies to the Investment Manager, which

engages with investee companies through regular company meetings as part of its investment process.

The Board has also given the Investment Manager discretionary authority to vote on investee company

resolutions on its behalf as part of its approach to corporate governance.

Directors’ Report

During the period the Board received sufficient information to enable it to understand the interests and

views of the Company’s key stakeholders, investors and service providers to the Company, including from

the auditor, lawyers and its registrar.

Some of the key decisions made by the Company during the year that required the Board to take into

consideration section 172 factors include:

On 2 March 2022 the Company issued an offer for subscription of shares, and allowed new and

existing shareholders to invest in the Company.

The Board looks to create shareholder value and during the year dividends totalling 4.0p were paid

to shareholders.

Going Concern

In accordance with FRC Guidance for directors on going concern and liquidity risk the directors have

assessed the prospects of the Company having adequate resources to continue in operational existence

for at least 12 months from the date of approval of these financial statements. The directors took into

account the nature of the Company’s business and Investment Policy, its risk management policies, the

diversification of its portfolio, the cash holdings and the liquidity of non-qualifying investments. The

Company’s business activities, together with factors likely to affect its future development, performance

and position including the financial risks the Company is exposed to are set out in the Strategic Report on

page 6 and in note 22 to the accounts.

As a consequence, the directors have a reasonable expectation that the Company has sufficient cash and

liquid investments to continue to operate and that the Company will be able to manage its business risks

successfully and meet its liabilities as they fall due. Thus, the directors believe it is appropriate to continue

to adopt the going concern basis, as also disclosed in the Corporate Governance report on page 18, in

preparing the financial statements.

Auditor

As previously announced, the Company appointed Moore Kingston Smith on 13 July 2022, following the

resignation of its previous auditor, and intends to recommend that Moore Kingston Smith LLP be re-

appointment at this year’s AGM.

Statement of disclosure to auditor

So far as the directors are aware:

there is no relevant audit information of which the Company’s auditor is unaware; and

the directors have taken all steps that they ought to have taken to make themselves aware of any

relevant audit information and to establish that the auditor is aware of that information.

By Order of the Board

Geoffrey Gamble

25 April 2023

Directors’ Remuneration Report

The Board has prepared this report in accordance with the requirements of the Companies Act 2006. A

resolution to approve this report will be included in the AGM Notice.

Directors’ remuneration policy

The Company does not have any executive directors and, as permitted under the Listing Rules, has not,

therefore, established a remuneration committee. Directors, with the exception of the chairman, do not

receive any remuneration or fees.

The directors shall be paid by the Company all travel, hotel and other expenses they may incur in attending

meetings of the directors or general meetings or otherwise in connection with the discharge of their duties.

Any director who, by request of the directors, performs special services may be paid such extra

remuneration as the directors may determine.

Directors’ remuneration (audited)

None of the directors received any remuneration from the Company during the year under review, with the

exception of the chairman, who received a fee of £5,000 (2021: £5,000). No other emoluments or pension

contributions were paid by the Company to, or on behalf of, any director. None of the directors has a

service contract with the Company. It is expected that, with the exception of the chairman, the directors will

continue not to receive any remuneration for their services in the forthcoming years.

Performance

The directors consider that the most appropriate measure of the Company’s performance is its Cumulative

Value of Shareholder Investment (net asset value plus cumulative dividends). The Company’s Cumulative

Value of Shareholder Investment at 31 December 2022 and 31 December 2021 is set out in the Financial

Summary on page 1.

Directors’ Remuneration Report

Total shareholder return

Source: Bloomberg

The above graph shows the Company’s total shareholder return compared to that of the FTSE AIM All

Share Index total return for the period since listing on the London Stock Exchange.

By Order of the Board

Geoffrey Gamble

25 April 2023

Corporate Governance

The directors support the relevant principles of the UK Corporate Governance Code issued in July 2018 by

the Financial Reporting Council, being the principles of good governance and the code of best practice as

set out in the Main Principles of the Code annexed to the Listing Rules of the Financial Conduct Authority.

The UK Corporate Governance Code is available at the following location:

www.frc.org.uk/corporate/ukcgcode.cfm

Going Concern

Bearing in mind that the assets of the Company consist mainly of marketable securities, the directors are

of the opinion that at the time of approving the accounts, the Company has adequate resources to continue

in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern

basis in preparing the accounts. In coming to this conclusion the directors have concluded that the

Company’s going concern status would only be at threat if (i) the value of its portfolio declined by more than

94% from its value as at 31 March 2022 (being the latest month end valuation) of £1.9m (excluding cash of

£236.1k), and (ii) that it could not dispose of any of its portfolio during or after such a decline in value, and

(iii) that it could not reduce its current cost base. Such a set of circumstances would, in the Board’s opinion,

be very unlikely.

The Board

The Company is led and controlled by a Board of directors who are all non-executives and who have had

relevant experience with quoted companies prior to their appointment. The Chairman is Geoffrey Gamble.

Biographical details of all Board members are shown on page 3.

The directors are subject to re-election at each AGM by rotation, except in the AGM following the

appointment of a new director when that new director’s appointment will also be subject to shareholder

approval.

During the year the following were held:

6 full board meetings

2 Audit Committee meetings

All members attended the meetings.

All members attended the meeting.

All directors either had relevant experience with quoted companies prior to their appointment or had a good

knowledge base of the rules and regulations concerning a director’s responsibilities with listed companies

and it was therefore not thought necessary to provide further training in respect of their obligations and

duties.

The Board has also established procedures whereby directors wishing to do so in the furtherance of their

duties may take independent professional advice at the Company’s expense.

All directors have access to the advice and services of the Company Secretary. The Company Secretary

provides the Board with full information on the Company’s assets and liabilities and other relevant

information requested by the Chairman, in advance of each Board meeting.

The Board believes that it presents a balanced and understandable assessment of the Company’s position

and prospects. The Audit Committee meets twice a year. Under the chairmanship of a non-executive

director, its membership comprises some of the other non-executive directors. During the year the Audit

Committee was chaired by Mr Gamble. The Audit Committee reviews the accounts and is reported to by

the external auditors. The audit committee did not identify or consider any significant issues relating to the

financial statements as substantially all the investments are valued by reference to publicly quoted prices.

Further, the Audit Committee keeps under review the cost effectiveness, independence and objectivity of

the auditors. A formal statement of independence is received from the external auditors each year. The

terms of reference of the audit committee are available for inspection at the Company’s registered office.

The Audit Committee is satisfied with the performance of Moore Kingston Smith LLP and the Company will

be recommending their reappointment at the AGM.

The investment manager is authorised and regulated by the Financial Conduct Authority and the directors

have an opportunity to review their own auditors’ review of their financial controls.

Corporate Governance

Relations with shareholders

The Chairman is the Company’s principal spokesman with investors, fund managers, the press and other

interested parties.

Separate resolutions are proposed at the AGM on each substantially separate issue. The Registrars collate

proxy votes and the results (together with the proxy forms) are forwarded to the Company Secretary

immediately prior to the AGM. In order to comply with the Governance Code, proxy votes will be announced

at the AGM, following each vote on a show of hands, except in the event of a poll being called.

Financial Reporting

The directors’ statement of responsibilities for preparing the financial statements is set out on page 20, and

a statement by the auditors about their reporting responsibilities is set out in the Auditor’s Report on pages

27 and 28.

Internal control

The directors are responsible for the Company’s system of internal control. Although no system of internal

control can provide absolute assurance against material misstatement or loss, the Company’s systems are

designed to provide the directors with reasonable assurance that problems are identified on a timely basis

and dealt with appropriately.

The directors have conducted a review of the effectiveness of the system of internal control for the year

covered by the financial statements. This accords with the FRC’s guidance on Risk Management, Internal

Control and Related Financial and Business Reporting.

Although the Board is ultimately responsible for safeguarding the assets of the Company, the Board has

delegated, through written agreements, the day-to-day operation of the Company to Oberon Investments

Limited.

Compliance statement

The Listing Rules require the Board to report on compliance with the Governance Code provisions

throughout the accounting year. The Comply or Explain directions of the Governance Code does however

acknowledge that some provisions may have less relevance for investment companies. With the exception

of the limited items outlined below, the Company has complied throughout the accounting year to 31

December 2022 with the requirements of the Governance Code.

The Board has not appointed a nominations committee as they consider the Board to be small and

it comprises wholly non-executive directors. Appointments of new directors are dealt with by the

full Board.

New directors do not receive a full, formal and tailored induction on joining the Board. Such matters

are addressed on an individual basis as they arise.

Due to the size of the Board and the nature of the Company’s business, a formal performance

evaluation of the Board, its committees, the individual directors and the Chairman has not been

undertaken. Specific performance issues are dealt with as they arise.

The Company has three independent directors, as defined by the Governance Code issued in July

2018. The board consider that Messrs. Gamble, Barnard and Cameron-Mowat are independent in

character and judgement and there are no relationships or circumstances which are likely to, or

could appear to affect the directors’ judgement. The Board considers that all directors have

sufficient experience to be able to exercise proper judgement within the meaning of the Governance

Code.

The Company does not have a chief executive officer or senior independent director. The Board

does not consider this to be necessary for the size of the Company.

Corporate Governance

The Company does not conduct a formal review as to whether there is a need for an internal audit

function. The directors do not consider that an internal audit would be an appropriate control for a

venture capital trust.

The Audit Committee is chaired by Geoffrey Gamble, Chairman of the Board of directors, whom

the board regard as independent despite recommendations to the contrary in the Governance Code

due to his being Chairman of the Board of directors.

The non-executive directors do not have service contracts, whereas the recommendation is for

fixed term renewable contracts.

The Company has no major shareholders so shareholders are not given the opportunity to meet

any new non-executive directors at a specific meeting other than the annual general meeting.

Statement of directors’ responsibilities

United Kingdom company law requires the directors to prepare financial statements for each financial year.

Under that law the directors have elected to prepare the financial statements in accordance with United

Kingdom Generally Accepted Accounting Practice (“GAAP”), including Financial Reporting Standard 102 –

“The Financial Reporting Standard Applicable in the United Kingdom and Republic of Ireland” (“FRS102”),

(United Kingdom accounting standards and applicable law). Under company law the directors are required

to prepare financial statements which give a true and fair view of the state of affairs of the company as at

the end of the financial year and of the revenue of the company for that period. In preparing those financial

statements, the directors are required to:

select suitable accounting policies and apply them consistently;

make judgements and estimates that are reasonable and prudent;

state whether applicable accounting standards have been followed;

prepare the financial statements on the going concern basis unless it is inappropriate to presume

that the company will continue in business; and

The directors are responsible for ensuring that adequate accounting records are kept, which disclose with

reasonable accuracy at any time the financial position of the company, enabling them to ensure that the

financial statements comply with the Companies Act 2006. They are also responsible for the company’s

system of internal control, for safeguarding the assets of the company and for taking reasonable steps for

the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the Company’s website, which is currently

being developed. Legislation in the United Kingdom governing the preparation and dissemination of

financial statements may differ from legislation in other jurisdictions. The Company also releases

information to Companies House and also to the London Stock Exchange via its Regulated News Service.

Corporate Governance

Responsibility statement

The directors confirm that to the best of their knowledge:

The financial statements, prepared in accordance with United Kingdom Accounting Standards

(United Kingdom Generally Accepted Accounting Practice), give a true and fair view of the assets,

liabilities, financial position and profit or loss of the Company;

The Directors’ Report includes a fair review of the development and performance and position of

the Company, together with a description of the principal risks and uncertainties that it faces;

The directors consider that the annual report and financial statements are fair, balanced and

understandable, providing appropriate information to shareholders to assess the performance,

business model and strategy of the Company and therefore the Board recommends the approval

of the financial statements at the forthcoming AGM.

By Order of the Board

Geoffrey Gamble

25 April 2023

Independent Auditor’s Report to the members of New Century AIM

VCT 2 plc

Opinion

We have audited the financial statements of New Century AIM VCT 2 plc for the year ended 31 December

2022 which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of

Changes in Equity, the Cash Flow Statement and notes to the financial statements, including significant

accounting policies. The financial reporting framework that has been applied in their preparation is

applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102

“The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally

Accepted Accounting Practice).

In our opinion the financial statements:

give a true and fair view of the Company’s affairs as of 31 December 2022 and of the Company’s

return for the year then ended;

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting

Practice; and

have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and

applicable law. Our responsibilities under those standards are further described in the Auditor’s

Responsibilities for the audit of the financial statements section of our report. We are independent of the

Company in accordance with the ethical requirements that are relevant to our audit of the financial

statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and

we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that

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

An overview of the scope of our audit

As part of designing our audit, we determined materiality and assessed the risks of material misstatement

in the financial statements. In particular, we looked at where the Directors made subjective judgements, for

example in respect of significant accounting estimates that involved making assumptions and considering

future events that are inherently uncertain.

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion

on the financial statements as a whole, taking into account an understanding of the structure of the

Company, their activities, the accounting processes and controls, and the industry in which it operates. Our

planned audit testing was directed accordingly and was focused on areas where we assessed there to be

the highest risk of material misstatement.

The audit team met and communicated regularly throughout the audit with the Audit Committee and the

Investment Manager in order to ensure we had a good knowledge of the business of the Company. During

the audit, we reassessed and re-evaluated audit risks and tailored our approach accordingly.

The audit testing included substantive testing on significant transactions, balances and disclosures, the

extent of which was based on various factors such as our overall assessment of the control environment,

the design effectiveness of controls and the management of specific risk.

We communicated with those charged with governance regarding, among other matters, the planned scope

and timing of the audit and significant findings, including any significant deficiencies in internal control that

we identified during the audit.

Independent Auditor’s Report to the members of New Century AIM

VCT 2 plc

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) 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, and in forming our

opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of

all risks identified during our audit.

We have determined the matters described below to be the key audit matters to be communicated in our

audit report.

Key Audit Matters

How our scope addressed this matter

Valuation of Investments and recognition of Our audit work included, but was not restricted to:

realised gains and losses (note 12)

Testing the value of the year-end

There is a risk that unrealised gains and losses in

investments by reference to third-party

the year have been incorrectly recorded. There is

market price information.

also a risk that the carrying value of the

investments is incorrect and an additional risk

Agreeing the purchase and sale of

that the number of shares held in those

investments to contract notes and cash

investments are misstated.

movements on a sample basis.

The investment portfolio at the year-end had a

Recalculating the realised gains and

carrying value of £2,190,000 (2021: £3,771,000)

losses on the sale of investments for both

comprising predominately quoted investments.

the individual transactions on a sample

basis and for the total portfolio.

Recalculating the movement in unrealised

gains and losses for arithmetical accuracy

and validating by reviewing the opening

costs to prior year balances and purchases

on a sample basis.

The portfolio is maintained by the

investment manager in accordance with

the investment management agreement.

We agreed the investment portfolio to a

signed confirmation provided by the

investment advisor detailing the total

portfolio market price.

Agreeing ownership of investee shares to

share certificates, Crest (third party

Independent Auditor’s Report to the members of New Century AIM

VCT 2 plc

database) or other third-party sources

such as Fame.

Confirming that the accounting policy and

the disclosures in the financial statements

on fixed asset investments held at fair

value through profit or loss have been

correctly presented.

Key observations:

Based on the procedures performed we did not

identify any unadjusted material misstatements in

the valuation of the Company’s investment portfolio

as at the year end. The identified audit adjustment

amounted to £15,882 and has been reflected in the

financial statements.

Non-compliance with laws and regulations

Our audit work included, but was not restricted to:

As the entity is both listed on the London Stock

Exchange and a VCT, there are additional laws

Reviewing the design and implementation

and regulations which it must follow. A potential

of controls around the ongoing internal

breach of the listing rules and VCT regulations

assessment and monitoring of compliance

may lead to the entity losing its VCT status and

to VCT rules.

its associated tax benefits.

Obtaining an understanding of the

processes adopted and evidence the work

completed by the Investment Manager on

documenting compliance with the key VCT

rules and management’s review of this on

a regular basis.

Testing the twelve conditions for

maintaining approval as a VCT as set out

by HMRC. We reviewed each of the

conditions in order to assess whether it

had been met as at the year end.

Confirming that there were no breaches in

relation to listing rules.

Key observations:

Independent Auditor’s Report to the members of New Century AIM

VCT 2 plc

Based on our review of the documentation

maintained, we confirmed the Company was in

compliance with the listing and VCT rules during

the period and at the year end. Additionally, our

own testing of compliance with the individual VCT

rules did not identify any breaches.

Our application of materiality

The scope and focus of our audit were influenced by our assessment and application of materiality. We

define materiality as the magnitude of misstatement that could reasonably be expected to influence the

readers and the economic decisions of the users of the financial statements. We use materiality to

determine the scope of our audit and the nature, timing, and extent of our audit procedures and to evaluate

the effect of misstatements, both individually and on the financial statements as a whole. We apply the

concept of materiality both in planning and performing our audit, and in evaluating the effect of

misstatements.

Based on our professional judgement we determined materiality for the 2022 financial statements as a

whole and performance materiality as follows:

Financial statements

Materiality

£25,278

Basis for determining materiality

1% of Gross Assets, prior to audit adjustments

Rational for the benchmark Due to the nature of the VCT’s purpose being to investment to

applied

obtain capital growth and dividend income, gross assets have

been used to calculate materiality. We have chosen gross

assets as the Company’s investment portfolio, which we

considered to be the key driver of the Company’s total return

performance and forms part of the net asset value calculation.

We have chosen this benchmark, a generally accepted auditing

practice for Venture Capital Trust audits, as we believe this

provides an appropriate year-on-year basis for our audit.

Performance materiality

£12,639

Basis

for

determining 50% of Overall materiality

performance materiality

Rational for the benchmark We considered a number of factors – the history of

applied

misstatements, risk assessment and aggregation risk and the

effectiveness of controls. We concluded that this amount was

appropriate.

Trivial:

Independent Auditor’s Report to the members of New Century AIM

VCT 2 plc

We agreed with the Audit Committee that we would report to them all individual audit differences in excess

of £1,264. We also agreed to report differences below this threshold that, in our view, warranted reporting

on qualitative grounds.

Conclusions related to going concern

In auditing the financial statements, we have concluded that the Director’s use of the going concern basis

of accounting in the preparation of financial statements is appropriate. Our evaluation of the Director’s

assessment of the Company’s ability to continue to adopt the going concern basis of accounting included

the following procedures:

We assessed the appropriateness of the long-term viability assessment model used by the

Directors when performing their going concern assessment, including subjecting the going concern

model to checks of mechanical accuracy of the underlying formulae including those used in the

Directors’ approach.

We evaluated the key assumptions in the forecast, which were consistent with our knowledge of

the business and considered whether these were supported by the evidence we obtained and

examined and confirmed the Directors’ assessment of the liquidity of the AIM listed shares.

We reviewed the disclosures relating to going concern basis of preparation and found that these

provided an explanation of the Directors’ assessment that was consistent with the evidence we

obtained.

We compared the prior year forecast against current year actual performance to assess

management’s ability to forecast accurately.

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 the Company’s reporting on how it has applied the UK Corporate Governance Code, we have

nothing material to add or draw attention to in relation to the Directors’ statement in the financial statements

about whether the Directors considered it appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in

the relevant sections of this report.

Other information

The other information comprises the information included in the annual report, other than the financial

statements and our auditor’s report thereon. The Directors are responsible for the other information

contained within the annual report. Our opinion on the financial statements does not cover the other

information and, except to the extent otherwise explicitly stated in our report, we do not express any form

of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information

is materially inconsistent with the financial statements, or our knowledge obtained in the course of the audit

or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent

material misstatements, we are required to determine whether there is 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.

Independent Auditor’s Report to the members of New Century AIM

VCT 2 plc

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared in

accordance with the Companies Act 2006.

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

the information given in the Strategic Report and the Directors’ Report for the financial year for

which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and the Directors’ Report have been prepared in accordance with applicable

legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Company and its environment obtained in the course

of the audit, we have not identified material misstatements in the Strategic Report or the Directors’ Report.

We have nothing to report in respect of the following matters where 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.

Corporate Governance statement

We have reviewed the directors’ statement in relation to going concern, longer-term viability and that part

of the Corporate Governance Statement relating to the company’s compliance with the provisions of the

UK Corporate Governance Code specified for our review by the Listing Rules.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements

of the Corporate Governance Statement is materially consistent with the financial statements and our

knowledge obtained during the audit:

Directors’ statement with regards the appropriateness of adopting the going concern basis of

accounting and any material uncertainties identified set out on pages 15, 18 and 34;

Directors’ explanation as to its assessment of the Company’s prospects, the period this assessment

covers and why the period is appropriate set out on page 7;

Director’s statement on whether it has a reasonable expectation that the Company will be able to

continue in operation and meets its liabilities set out on pages 15 and 21;

Directors' statement on fair, balanced and understandable set out on page 21;

Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks

set out on page 7;

Section of the annual report that describes the review of effectiveness of risk management and

internal control systems set out on page 19; and

Section describing the work of the audit committee set out on page 18.

Independent Auditor’s Report to the members of New Century AIM

VCT 2 plc

Responsibilities of Directors

As explained more fully in the Directors’ Responsibilities Statement set out on page 20, 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 aggregate, they

could reasonably be expected to influence the economic decisions of users taken on the basis of these

financial statements.

A further description of our responsibilities is available on the FRC’s website at Auditor's Responsibilities

for the Audit | Financial Reporting Council (frc.org.uk)

This description forms part of our auditor’s report.

Explanation as to what extent the audit was considered capable of detecting irregularities, including

fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design

procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of

irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,

including fraud is detailed below.

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement

of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the

assessed risks of material misstatement due to fraud, through designing and implementing appropriate

responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud

identified during the audit. However, the primary responsibility for the prevention and detection of fraud

rests with both management and those charged with governance of the Company.

Our approach was as follows:

We obtained an understanding of the legal and regulatory requirements applicable to the company

and considered that the most significant are the Companies Act 2006, FRS 102, Compliance with

HMRC conditions for approved VCT Status, and UK taxation legislation.

We obtained an understanding of how the Company complies with these requirements by

discussions with management and those charged with governance.

Independent Auditor’s Report to the members of New Century AIM

VCT 2 plc

We assessed the risk of material misstatement of the financial statements, including the risk of

material misstatement due to fraud and how it might occur, by holding discussions with

management and those charged with governance.

We inquired of management and those charged with governance as to any known instances of

non-compliance or suspected non-compliance with laws and regulations.

Based on this understanding, we designed specific appropriate audit procedures to identify

instances of non-compliance with laws and regulations. This included making enquiries of

management and those charged with governance and obtaining additional corroborative evidence

as required.

There are inherent limitations in the audit procedures described above. We are less likely to become aware

of instances of non-compliance with laws and regulations that are not closely related to events and

transactions reflected in the financial statements. Also, 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 or intentional misrepresentations, or through collusion.

Other matters which we are required to address

We were appointed by the Audit Committee of New Century AIM VCT 2 plc on 6 July 2022 to audit the

financial statements for the year ending 31 December 2022. Our total uninterrupted period of engagement

is one year, covering the year ending 31 December 2022.

The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Company and

we remain independent of the Company in conducting our audit.

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

Use of our report

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16

of the Companies Act 2006. Our audit work has been undertaken for no purpose other than to draw to the

attention of the Company’s members those matters which we are required to include in an auditor’s report

addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any

party other than the Company and the Company’s members as a body, for our work, for this report, or for

the opinions we have formed.

Mital Shah ( Senior Statutory Auditor )

for and on behalf of Moore Kingston Smith LLP

Chartered Accountants

Statutory Auditor

6th Floor

9 Appold Street

London

EC2A 2AP

Statement of Comprehensive Income

(incorporating the revenue account)

for the year to 31 December 2022

Year ended

31 December 2022

31 December 2021

Notes

Revenue

Capital

Total

Revenue

Capital

Total

£’000

Gains/(losses) on

investments

- realised

(2)

427

- unrealised

(1,481)

714

Income

Investment management fee

(7)

(22)

(29)

(10)

(30)

(40)

Other expenses

(110)

(57)

______

______ ______ ______

(Loss)/return on ordinary

activities before taxation

(90)

(1,505)

(1,595)

(39)

1,112

1,073

Tax charge on ordinary

activities

______

______ ______

(Loss)/return on ordinary

activities after taxation

(90)

(1,505)

(1,595)

(39)

1,112

1,073

\=======

\======

(Loss)/return per ordinary

share (pence)

(1.80)

(30.21)

(32.01)

(0.85)

24.13

23.28

\=======

\======

The notes on pages 34 to 44 form an integral part of these financial statements.

All revenue and capital items in the above statement are from continuing operations in the current year. No operations

were acquired or discontinued in the current year. Other than that shown above, the Company had no recognised gains

or losses. Accordingly, the above represents the total comprehensive income for the year.

Balance Sheet

at 31 December 2022

As at

31 December 2022

31 December 2021

Note

£’000

Fixed assets

Investments

2,190

3,771

Current assets

Debtors

354

Current liabilities

Creditors: amounts falling due within

one year

(131)

(20)

2,413

3,840

Capital and reserves

Called up share capital

507

461

Share premium

382

Capital redemption reserve

171

Special distributable reserve

2,915

3,118

Capital reserve – realised

(62)

(236)

Capital reserve – unrealised

(1,345)

334

Revenue reserve

(155)

(65)

Total equity shareholders’ funds

2,413

3,840

Net asset value per ordinary share

47.6p

83.3p

The financial statements on pages 30 to 44 were approved by the Board of Directors on 25 April 2023 and

were signed on its behalf by:

Geoffrey Gamble

Chairman

Company’s registered number: 06054576

Statement of Changes in Equity

for the year to 31 December 2022

Called-

Capital

Special

Capital

Revenue

Total

up premium redemption distributable

reserve

share account

reserve

realised unrealised

capital

£’000

As at 01/01/22

461

171

3,118

(236)

334

(65)

3,840

Share issue

325

371

Realised loss

(2)

on disposals

Unrealised

(1,481)

(losses)/gains

Transfer of

199

(199)

unrealised gain

to realised

Net revenue

(90)

before tax

Capital

(22)

element of

investment

management

fee

Dividends paid

(203)

_______

_______ _______ _______ ________

________

________ _______

As at 31/12/22

507

382

171

2,915

(62)

(1,345)

(155)

2,413

As at 01/01/21

461

171

3,440

(605)

(408)

(26)

3,090

Realised gains

427

on disposals

Unrealised

714

(losses)/gains

Transfer of

(28)

unrealised loss

to realised

Net revenue

(39)

before tax

Capital

(30)

element of

investment

management

fee

Dividends paid

(322)

_______

_______ _______ _______ ________

________

________ _______

As at 31/12/21

461

171

3,118

(236)

334

(65)

3,840

The notes on pages 34 to 44 form an integral part of these financial statements.

Cash Flow Statement

for the year to 31 December 2022

As at

31 December 2022

31 December 2021

Note

£’000

Cash flow from operating activities

Cash outflow from operations

(28)

(96)

Net cash outflow from operating activities

(28)

(96)

Cash flows from investing activities

Investment income

Net cash from investing activities

Cash flows from financing activities

Sale of investments

596

906

Purchase of investments

(498)

(485)

Dividend paid

(203)

(322)

Share capital issued

371

Net cash from financing activities

266

Net increase in cash and cash equivalents

265

Cash and cash equivalents at the

beginning of year

Cash and cash equivalents at the end of

year (held by Investment Manager)

354

The notes on pages 34 to 44 form an integral part of these financial statements.

All cash flows are transacted on behalf of the VCT by Oberon Investments Limited as our Investment

Manager, see note 21.

Notes to the Financial Statements

for the year to 31 December 2022

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