8 June 2023

Triple Point VCT 2011 plc

(the "Company")

RESULTS FOR THE YEAR ENDED 28 FEBRUARY 2023

The financial information set out in these statements does not constitute the Company's statutory accounts for the year ended 28 February 2023, prepared in accordance with section 435 of the Companies Act 2006, but is derived from those accounts.  Statutory accounts will be delivered to the Registrar of Companies in due course. The auditors have reported on these accounts and their report was unqualified and did not contain a statement under section 498(2) of the Companies Act 2006.

Results

Triple Point VCT 2011 plc managed by Triple Point Investment Management LLP today announces the results for the year ended 28 February 2023.

These results were approved by the Board of Directors on 7 June 2023.

You may view the Annual Report in due course on the Triple Point website www.triplepoint.co.uk. Please note that page numbers in this announcement are in reference to the Annual Report.

FOR FURTHER INFORMATION ON THE COMPANY, PLEASE CONTACT

The Company's LEI is 213800AOOAQA5XQDEA89

Further information on the Company can be found on its website https://www.triplepoint.co.uk/current-vcts/triple-point-vct-2011-plc/s2539/

NOTES:

The Company is a Venture Capital Trust incorporated in July 2010 and was established to fund small and medium sized enterprises. The Investment Manager is Triple Point Investment Management LLP.

Financial Summary

Triple Point VCT 2011 plc ("the Company" or "TP11") is a Venture Capital Trust ("VCT"). The Investment Manager is Triple Point Investment Management LLP ("TPIM" or "Triple Point"). The Company was incorporated in July 2010.

·    A Ordinary Shares ("A Shares"): On 30 April 2015 the A Share Class offer closed having raised £10.3 million with a total of 9,951,133 A Shares being issued.

·    B Ordinary Shares ("B Shares"): On 29 April 2016 the B Share Class offer closed having raised £6.97 million with a total of 6,824,266 B Shares being issued.

·    Venture Fund: On 29 July 2022 the fourth Venture Fund offer closed having raised gross proceeds of £18.55 million with a total of 16,477,301 additional Venture Shares being issued. Since this offer closed, the Venture Fund has allotted further Shares, with 51,270,715 in issue as at the date of this report.

The Strategic Report on pages 5 to 51, the Directors' Report on pages 70 to 73, the Corporate Governance Report on pages 55 to 59 and the Directors' Remuneration Report on pages 64 to 69 have each been drawn up in accordance with the requirements of English law and liability in respect thereof is also governed by English law. In particular, the responsibility of the Directors for these reports is owed solely to Triple Point VCT 2011 plc.

The Directors submit to the members their Annual Report and Financial Statements for the Company for the year ended 28 February 2023 ("Annual Report").

Key Highlights

As at 28 February 2023

·     Dividend per Venture Share paid during the year ended 28 February 2023: 3.00p (Year ended 28 Feb 2022: 3.00p)

·      Net Asset Value per Venture Share: 102.17p (Year ended 28 Feb 2022: 113.55p)

·      Total Return per Venture Shar: 111.17p (Year ended 28 Feb 2022: 119.55p)

·   Ongoing Charges Ratio: 3:21%. The ongoing charges ratio is a ratio of annualised ongoing charges expressed as a percentage of average net asset values throughout the year.(2022: 2.94%)

·     Realisation Proceeds: £9.6m. Realisations of investments and loan repayments generated total proceeds for the Company. (2022: £3.96m).

·      Fundraising: £18.3 million (Year ended 28 Feb 2022: £11.6 million)

Strategic Report -

Chair's Statement

I am writing to present the Financial Statements for the Company for the year ended 28 February 2023.

At the Company's general meeting held on 9 February 2023 and the A and B Share Class Meetings held on 1 March 2023, the wind down and cancellation of the A and B Share Classes was approved by Shareholders. Court proceedings to wind down the A and B Share Classes commenced on 8 March 2023, and the cancellations were effective on 30 March 2023, and subsequently removed from the Official List of the Financial Conduct Authority (" FCA") and from trading on the London Stock Exchange ("LSE") with effect from 13 April 2023. All funds, including nominal capital, have now been returned to the A and B Share Class Shareholders.

The Company's focus going forward is the Venture Share Class ("the Venture Fund") where our portfolio has continued to grow and diversify, with 13 new qualifying investments this year and participation in five follow-on funding rounds with existing portfolio companies. The Venture portfolio also had its first cash exit early during the year under review; further detail on that sale can be found below and in the Investment Manager's Review on pages 26 to 35.

The Venture total return NAV (NAV per Share plus cash dividends paid to Shareholders) has declined by 7.0% since the end of February 2022 and by 2.5% since August 2022. The decline reflects the tougher macroeconomic and venture funding market environments, leading to (i) a general fall in software company valuation multiples over the period, and (ii) the reduction in the frequency of new equity funding rounds by venture capital backed companies, including for TP11's Venture portfolio. As a consequence the fair market values of our investments has in some cases declined or remained static even where the company itself has been making good progress. Despite this year's reduction in NAV, we remain confident in the underlying growth of our portfolio and in our core theme of investing in technological innovation in the business sector. The Investment Manager's Review on pages 26 to 35 gives a more detailed update on the portfolio of 43 investments, in 41 venture capital backed startups, and 2 small income generating businesses.

As at 28 February 2023 the Venture Fund's assets were 63.7% invested in a portfolio of VCT Qualifying and non-qualifying unquoted investments. This proportion has since decreased after distributing the final dividend and capital return to the A and B Share Class Shareholders after the year end. The overall ratio includes money raised over the last three years, which is excluded from the formal test to determine VCT Qualifying investments as a percentage of VCT total assets. At 28 February 2023, 87.7% of the Company's assets included in that formal test were represented by VCT Qualifying investments.

Board Changes

As announced today, Chad Murrin will not be standing for re-election at the Company's 2023 Annual General Meeting. On behalf of the Board, I wish Chad well and would like to thank him for his valuable and significant contribution to the Company over the years that he has served on the Board.

The Board has undertaken a succession and recruitment process and we are pleased to welcome Jamie Brooke as Independent Non-executive Director of the Company effective 8 June 2023. All Directors, including Jamie, will stand for re-election at the Company's AGM. Jamie read mathematics at Oxford University, and qualified as an Accountant with Deloitte. Jamie has gained over 25 years investment experience throughout his career. He previously worked at 3i and Quester in the venture and leveraged buyout divisions, and was formerly lead fund manager for the Hanover Catalyst Fund. Prior to which he was at Lombard Odier where as a fund manager he specialised in strategic UK small cap equity investing, having moved with the Volantis team from Henderson Global, and before that, Gartmore. Jamie has held directorships on over 20 boards, and is currently on the Board of Kelso Group Holdings plc, Flowtech Fluidpower plc and Chair of the Audit Committee of Chapel Down Group plc, listed on the Aquis Stock Exchange, and Oryx International Growth Fund.

Update on A Share Class and B Share Class Investment Realisations 

On 10 October 2022, the Company successfully completed the sale of its investments in Green Peak Generation Limited for total consideration of £2,274,000 and Distributed Generators Limited for total consideration of £3,260,000, both within the B Share Class as part of a wider portfolio sale of gas-fired energy generation companies. This concluded the B Share Class exit process. The final distribution of proceeds was made to the B Share Class Holders on     10 March 2023. The repayment of the 1 pence nominal value of B Shares was made to B Share Class holders on 21 April 2023.

On 3 November 2022, the Company transferred its investment in Green Highland Shenval Limited ("Shenval"), a hydroelectric power company, from the A Share Fund to the Venture Share Fund at a value that reflected its most recent audited value and other commercial factors arising subsequent to that valuation. This concluded the A Share Class exit process and provided the Venture Share Fund with an income-generating VCT-qualifying investment. The final distribution of proceeds was made to the A Share Class Holders on 10 March 2023. The repayment of the 1 pence nominal value of A Shares was made to A Share Class holders on 21 April 2023.

Venture Fund

This was the fourth year for our Venture Fund. Following the significant NAV gain achieved by the portfolio in the previous year, this year proved more challenging, partly as a result of some of the concerns that we had flagged in last year's report, such as the growing impact that sharply rising government bond yields were having on listed tech sector valuations.  

At the start of the period in review, the focus of macro concerns had moved from the impact of Covid-19 related lockdowns to the potential consequences of the Russia-Ukraine invasion for risk appetite as well as energy prices and inflation at a time when interest rates were already beginning to rise. Whilst the direct impact on the tech sector and our portfolio of power price increases was limited, as expected the indirect effect of the economic situation on skilled wage inflation was a concern in 2022 for rapidly growing start-ups. In addition, tightening monetary policy led to higher bond yields which in turn led to lower valuation multiples for stock market listed tech and growth companies as some of the heady optimism of the 2021 tech boom was deflated. That resulted in reduced Venture Capital investment activity and a tighter funding market for start-ups.

The Investment Manager worked with a number of portfolio companies during the year, where appropriate, to adjust business and funding plans accordingly. The venture capital market remained active, albeit at lower than previous levels and with greater caution exhibited by investors. Opportunities continue to abound for seed stage investments and the existing portfolio remains well positioned for future growth.

Portfolio sectors that performed well overall, despite that backdrop, included Health-tech, logistics and innovations around human resources management, areas where both end demand and venture capital investor interest remained robust. One sector within the portfolio that did not perform so well during the year was Fintech, where, after perhaps excessive enthusiasm by investors and entrepreneurs between 2019 and 2021, funding became markedly more difficult to come by for companies that were demonstrating anything less than top tier revenue growth rates. Meanwhile, the handful of later stage portfolio holdings - so-called Series B or Series C stage companies - were more impacted by the fall in listed software company valuations, regardless of their fundamental operating performance. On a more positive note, the Venture Fund completed its first cash exit early in the period, as Credit Kudos Limited ("Credit Kudos"), itself a Fintech company, was sold for an over 5x return multiple just two years after our investment had been made.

The fourth Venture Fund offer for subscription closed on 29 July 2022 having raised £18.55 million, the largest raise achieved to date for the Fund. The fifth offer for subscription opened in September 2022. Over the financial year to 28 February 2023 new funds raised for the Venture Fund were up by 58.0% from the prior year. The current fund raise is progressing well with a total of £5.9 million raised in March and £3 million raised in April. However, a comparison of new subscriptions during the same period in 2022 reveals an overall slowing in VCT investments when compared to the record levels seen in the 2021-22 tax year. Nevertheless, we believe the recent fund raising puts the Company in a strong financial position (see Liquidity below).

The Venture Fund's aim is to continue building a portfolio of qualifying Investments in early-stage companies capable of generating significant long-term capital growth with a focus on the business-to-business technology sector whilst enabling investors to take advantage of the substantial tax reliefs available to investors in VCTs, including 30% income tax relief on amounts invested.

In line with the Venture Share Class's key objectives, I am pleased to announce that a further dividend of 2 pence per Share will be paid on 4 September 2023, and the Board expect that a further dividend will be paid later in the financial year.

A snapshot of the new companies the Venture Fund has invested into during the year is set out below.

Liquidity

The Company has sufficient liquidity, predominantly from the Venture Fund raise, with cash and cash equivalents totalling £18.2 million (42% of net asset value) at 28 February 2023. This means that the Company will be able to react quickly to new investment opportunities for the Venture Fund as they arise, particularly as subsequent funds raised exceed the final payments to A and B Shareholders.

Share Buy-Backs

We continue to maintain our aim, subject to distributable reserves and liquidity, of being willing to buy back the Company's Shares in the market at a price of 5% discount to NAV.

During the year ended 28 February 2023 a total of nil A Shares, nil B Shares and 209,706 Venture Shares were repurchased by the Company for cancellation at a price of a 5% discount to NAV.  The average price paid for the buy-back of Shares were as follows:

These transactions represent 0.49% of the opening issued Share capital of the Company.

VCT Qualifying Status

The Company has maintained its approved venture capital trust status with HM Revenue & Customs. The Company's compliance with the VCT-qualifying conditions is closely monitored by the Board, who receive regular reports from the Investment Manager and a report annually from our VCT tax compliance advisers, Philip Hare & Associates LLP.

VCT Legislation and Regulation

Following continuous dialogue with HMRC the VCT industry benefits from greater clarification around the operation of the new VCT rules introduced in 2015. As a result, the majority of investments are now made on the basis of self-assuring their qualifying status, subject to the receipt of professional advice from our Tax Advisers.

We will continue to work closely with the Investment Manager to ensure the Company remains compliant with the scheme rules.

Post Year End Update

Following the year-end, the Company has allotted a further 8,550469 Shares into the Venture Fund. Shares were issued on 20 March, 4 April, 5 April and 24 April 2023; these further allotments raised additional net proceeds of £9 million for the Company. The offer will remain open until 28 July 2023, unless fully subscribed at an earlier date.

The Venture Share Class has seen the completion of three additional investments post year-end. The first was a £1.5million convertible loan note ("CLN") investment into Modo Energy Ltd, which has software serving businesses that are at the forefront of the energy transition, the second was a £500k follow-on investment into National MRI Scan Ltd and the third was a £182k investment in Virtual Science AI Ltd. The latter two companies both operate in the Health-tech sector.

Following the period end, interim dividends were paid to the A Shareholders and B Shareholders in respect of asset sales from their portfolios and a final return of capital of 1 pence per Share for the A and B Share Class was paid to Shareholders on 21 April 2023 following the wind down and cancellation of the A and B Share Class. This concludes the return of capital to the A and B Share Class Shareholders.

Outlook

The Board will continue to consider dividends for Venture Shareholders, subject to realised profits, legislative requirements and liquidity. I am delighted to announce that a further dividend of 2 pence per Share will be paid on 4 September 2023 to Venture Shareholders, and the Board expect that a further dividend will be paid later in the financial year.

As I noted above, macroeconomic factors and notably higher interest rates have had some indirect effect on the portfolio. As those higher interest rates take effect more broadly, there are a number of forecasters who still expect a recession in the coming months in both the UK and the USA, despite economies having been more resilient than expected 6-to-9 months ago. We expect the majority of our portfolio companies to be able to thrive in such an environment, where cost-effective software solutions are likely still to be to the fore and where the wage costs for the skilled labour that our companies require may ease. The Investment Manager continues to monitor portfolio developments carefully, particularly with regard to investee liquidity, given the current uncertainties (see Investment Manager's Review on pages 26 to 35). 

We believe that the Company's existing portfolio remains well positioned for future growth and that the recent fundraise leaves the Venture Share class in a strong position to support not only the best of our existing portfolio, but also new opportunities as they arise. As we noted above, the Company has completed investments into a number of promising new portfolio businesses of late and the Investment Manager reports that their investment origination work continues to uncover compelling founders and innovations.

In a positive development for the long-term future of the Company, the Chancellor's Autumn Statement of 2022 confirmed the Government's intention for EIS and VCT tax relief to continue beyond 2025 (when the current EIS/VCT "Sunset Clause" is due to expire).

At the Company's Annual General Meeting to be held on 19 July 2023, a resolution will be put to Shareholders proposing to change the Company's name to Triple Point Venture VCT Plc .

If you have any questions about your investment, please do not hesitate to contact the Investment Manager, Triple Point, on 020 7201 8990. I would like to take this opportunity to thank Shareholders and the Investment Manager for their continued support and I look forward to welcoming further Shareholders during the months ahead.

Jane Owen

Chair

7 June 2023

Company Strategy and Business Model

The Strategic Report has been prepared in accordance with the requirements of Section 414c of the Companies Act 2006. Its purpose is to inform the members of the Company and help them to assess how the Directors have performed their duty to promote the success of the Company in accordance with Section 172 of the Companies Act 2006.

The Directors assess the Company's success in meeting its objectives in relation to returns, stability, VCT qualification and realised exits.

Investment Policy

Investment Objectives

The Company's Investment Policy is directed towards new investments in businesses which either: (i) have the potential for high growth, or (ii) are cashflow generative businesses with a high-quality customer base. All investments must provide the potential for a strong, positive, risk-adjusted return to investors. All investments will be made with the intention of growing and developing the revenues and profitability of the target businesses.

The Company focuses on providing funding to unquoted companies at an early stage in their lifecycle to help them grow and scale. The Venture Fund will typically make initial investments of between £50,000 and £2 million and may make further follow-on investments into existing portfolio companies. The intention is to build a portfolio of predominantly unquoted companies with significant growth potential across a diversified range of sectors.

The Company will not vary these objectives to any material extent without the approval of the Shareholders.

Target Asset Allocation

The Company aims to invest most of its capital fully in VCT-Qualifying Investments. The long-term investment profile of the Company is expected to be:

·      at least 80% in VCT-Qualifying Investments, with a focus on unquoted companies with high growth

potential for the Venture Fund; and

·      a maximum of 20% in permitted Non-Qualifying Investments, cash or cash-based similar liquid investments.

Qualifying Investments

Investment decisions made must adhere to HMRC's VCT qualification rules. In considering a prospective investment in a company, particular regard is given to:

·      the track record, expertise and ability of the management team with clear commercial and financial objectives;

·      a significant, often global, total addressable market for the product or service;

·      the ability of the company to create and sustain a competitive advantage;

·      the quality of the company's assets, in particular where appropriate, the ownership and effective use of proprietary technology and/or an innovative product;

·      the high likelihood of a transformational corporate contract and established market fit and then the opportunity to develop regular, repeated income from new clients, leading to growth and long-term profitability;

·      a high level of access to regular financial and other information during the holding period;

·      an attractive valuation at the time of the investment;

·      the long-term prospect of being sold or listed in the future at a significant multiple of the initial investment value; and

·      No more than 10% of the NAV of the Company will be invested in companies which are not revenue-generating (at the point of investment) or where there is no expectation of revenues being generated in the near future.

As the value of investments increase, Triple Point will monitor opportunities for the Company to realise capital gains to enable the Company to make tax-free distributions to Shareholders.

Non-Qualifying Investments

The Non-Qualifying Investments will be managed with the intention of generating a positive return. The Non-Qualifying Investments will comprise from time to time a variety of assets including (a) short-term deposits of money, Shares or units in alternative investment funds (which have the meaning given by regulation 3 of the Alternative Investment Fund Managers Regulations 2013) or in undertakings for the collective investment in transferable securities (which have the meaning given by Section 363A(4) of the Taxation (International and Other Provisions) Act 2010), which may be repurchased, redeemed, or paid out on no more than seven days' notice; and (b) ordinary Shares or securities in a company which are acquired on a regulated market (defined in Section S274(4) ITA 2007).

Borrowing Powers

Any borrowing by the Company for the purposes of making investments will be in accordance with the Company's articles of association. To the extent that borrowing is required, the Directors will restrict the borrowings of the Company and exercise all voting and other rights or powers of control over its subsidiary undertakings (if any) to ensure that the aggregate amount of money borrowed by the Company, being the Company and any subsidiary undertakings for the time being (excluding intra-Company borrowings), will not, without Shareholder approval, exceed 30% of its NAV at the time of any borrowing.

Risk Diversification

The Company aims to invest in a number of different businesses within a variety of industry sectors but may focus investments in a single sector where appropriate to do so. No single investment by the Company will represent more than 15% of the aggregate NAV of the Company at the time the investment is made.

Valuation Policy

All unquoted investments are valued in accordance with International Private Equity & Venture Capital (IPEV) or similar guidelines. A brief summary of the IPEV guidelines as it applies to TP11's investments is as follows:

·      investments should be reported at fair value where this can be reliably determined by the Board on the recommendation of the Investment Manager;

·      in estimating fair value for an investment, the valuation methodology applied should be the most appropriate for a particular investment. Such methodologies, including the price of the recent investment, earnings multiples, net assets, discounted cash flows or earnings and industry valuation benchmarks, should be applied consistently. The price of recent transactions should not be assumed and should be calibrated against a scorecard or other appropriate measures;

·      where the valuation is based on the price of a recent investment this may be adjusted to reflect subsequent business performance and variations from expectations at the time of investment.

Co-Investment Policy

The Company may invest alongside other funds or entities managed or advised by the Investment Manager which would help the Company to broaden its range of investments or the scale of opportunities more than if it were investing on its own.

It is possible that conflicts may arise in these circumstances between different funds or between the Company and the Investment Manager. The Investment Manager maintains robust conflict of interest procedures to manage potential conflicts and issues are resolved at the discretion of the independent board of the Company.

Dividend Policy

The Company will distribute by way of dividend, where there are sufficient applicable reserves, such amount as ensures that it retains not more than 15% of its income from Shares and securities. The Directors aim to maximise tax-free distributions to Shareholders of income or realised gains. It is envisaged that the Company will distribute most of its net income each year by way of dividend, subject to liquidity.

The Company intends to distribute regular dividends of up to 5 pence per Share per annum. The Company's ability to pay dividends is subject to the existence of realised profits, legislative requirements, and the available cash reserves.

Share Buy-Back Policy

TP11 aims, but is not committed, to offer liquidity to Shareholders through on-going buy-backs, subject to the availability of distributable reserves, at a target price of a 5% discount to net asset value.  

Share Realisation Policy

After an anticipated holding period of between five and seven years, which may include follow-on investments into investee companies as appropriate, Triple Point intends to identify opportunities to exit investments.

Exits will typically be realised through trade sales to businesses, acquisitions by private equity funds, or selling shareholdings to later stage venture and growth capital funds during the course of further investee company fundraising activity. Sales during the course of further investee company fundraising activity may include investee companies buying back Shares at a price reflecting the valuation at that stage. The proceeds of any realisation will be used to identify further investment opportunities and to pay dividends to investors.

Key Performance Indicators ("KPIs")

As a VCT, the Company's objectives are to provide Shareholders with up front tax relief, an attractive income and returns through capital appreciation and the payment of dividends. The Company aims to meet these criteria by investing its funds in line with the Company's investment policy, more detail of which can be found on pages 14

 to 15.

The Board expects the Investment Manager to deliver a performance which meets the objectives of providing investors with an attractive income and capital return. The Board has identified four primary KPIs, which are Net Asset Value per share, total return, earnings per Share and ongoing charges ratio, that it uses in its own assessment of the Company's performance, set out below.

These are intended to provide Shareholders with sufficient information to assess how the Company has performed against its objectives in the year to 28 February 2023, and over the longer term, through the application of its investment and other principal policies.

Total Return

NAV plus dividends paid is a measure of Shareholder value that includes the current NAV plus cumulative dividends paid to Shareholders to date. The charts show how the Total Return of the Venture Share Class has developed since launch. Total Return is deemed an alternative performance measure.

Decrease in Net Asset Value "NAV"

The NAV per Venture Share has decreased from 113.55 pence per Share at 28 February 2022 to 102.17 pence per Share at 28 February 2023. During the period a 3.0 pence per Share dividend was paid to Venture Shareholders on 5 September  2022. After making an adjustment for dividends paid during the year the Ventures Share's total return has decreased by 7.0%.

The decrease in NAV is attributable to a reduction in the overall value of portfolio holdings from provisions being made and in one case a loss being realised. These elements outweighed the uplifts in valuations for other portfolio companies during the review period which was one of reduced activity in venture capital markets.

As discussed further in the Investment Manager's Review, (see pages 26 to 35) valuation provisions made in some cases simply reflected a fall in the valuation multiples considered fair for portfolio companies and in other cases reflected signs of commercial underperformance at some businesses

The final returns for the A and B share classes were 116.92p and 100.00p respectively.

Total Dividends Paid/Payable

From the inception of the Share Classes up until 28 February 2023, the A Share Class had disbursed dividends amounting to 106.50 pence, whereas the B Share Class and the Venture Fund had disbursed dividends of 20.00 pence and 9.00 pence, respectively. Following the year end the Company paid final dividends of 9.42p and 79.00p and the final return of capital of 1 pence per Share to the A and B Shareholders and these Shares have now been cancelled.

Earnings per share

The A Share Class returned a loss per share of 2.83p due to the hydro asset disposal prior to exit, whereas the B Share Class reported a profit of 32.31p per share as a result of the successful disposal of the gas peaking assets.

The Venture Share Class made a loss of 8.47p per share due to more challenging market conditions.

Ongoing charges ratio

The ongoing charges ratio is a ratio of annualised ongoing charges expressed as a percentage of the average net asset value throughout the period. The annual running costs of the Company are capped at 3.5% of the Company's NAV, above which, the Investment Manager will bear any excess costs.

The ongoing charges of the Company for the financial year under review represented 3.21% (2022: 2.94%) of the average net assets. As the B share class reached a total return of 100p, a portion of the previously waived management fees became chargeable to the investment manager during the financial year. This is excluded from the ongoing charges ratio for this year as it relates to prior periods.

Compliance with VCT legislation

By making an investment in a Venture Capital Trust, Shareholders become eligible for several tax benefits under VCT tax legislation. This is, however, contingent on the Company complying with VCT tax legislation. The Board can confirm that throughout the year ended 28 February 2023, the Company continued to meet these tests.

To achieve compliance, the Company must meet a number of tests set by HMRC. A summary of these steps is set out on page 72 under "VCT Regulation".

Tax Benefits

The Company's objective is to provide Shareholders with an attractive income and capital return by investing its funds in a broad spread of unlisted UK companies which meet the relevant criteria for investment by Venture Capital Trusts.

Investing in a VCT brings the benefit of tax-free dividends, as well as up-front income tax relief. The Company continues to meet the VCT qualification requirements which are continuously monitored by the Investment Manager and reviewed by the Directors. 

Investment classification by asset value and sector value are shown on the following pages:

Investment Portfolio

** Please note that the percentage of qualifying investments in the above graphs are not representative of the Company as a whole. Under current VCT regulations the Company has three years before undeployed cash counts towards the qualifying status of the Company. Undeployed cash is therefore not taken into account in determining the Current Qualifying status percentage of the Company, which at the year-end was above 80%.

Investments by Sector

VCT Regulation

VCTs were first introduced in the Finance Act 1995 to provide a means for private individuals to invest in unquoted companies in the UK. The Finance Act 2004 introduced changes to VCT legislation designed to make VCTs more attractive to investors. The current tax benefits available to eligible investors in VCTs include:

·    up-front income tax relief of 30% on a maximum investment of £200,000 per tax year on newly issued Shares;

·    exemption from income tax on dividends received; and

·    exemption from capital gains tax on disposals of Shares in VCTs.

Since the Finance Act 2004, the VCT rules have subsequently been amended under the Finance Act 2014 and The Finance (No 2) Act 2015. The Investment Manager, utilising advice from Philip Hare & Associates LLP, ensures continued compliance with any legislative changes. The Company will continue to ensure its compliance with the qualification requirements. 

The Company has been approved as a VCT by Her Majesty's Revenue and Customs. To maintain this approval, the Company must comply with certain requirements on a continuing basis.  The current limits require that within three years from the effective date of provisional approval or later allotment at least 80% of the Company's investments must comprise qualifying holdings. In all cases 70% of these investments must be in eligible Ordinary Shares and this investment criterion continues to be met.

FCA Regulation

On 22 July 2014 Triple Point VCT 2011 plc registered with the Financial Conduct Authority as a small Alternative Investment Fund Manager ("AIFM") under the AIFM Directive.

Principal Risks and Uncertainties and Emerging Risks

The Directors seek to mitigate the Company's principal risks by regularly reviewing performance and monitoring progress and compliance. In the mitigation and management of these risks, the Directors carry out a robust assessment of the Company's emerging and principal risks, including those that would threaten its business model, future performance, solvency or liquidity and reputation.

The main areas of risk identified by them, along with the risks to which the Company is exposed through its operational and investing activities, are detailed below. The Board maintains a comprehensive risk register which sets out the risks affecting both the Company and the investee companies in which it is invested. The risk register is updated at least twice a year and reviewed by the Audit Committee to ensure that procedures are in place to identify principal risks and to mitigate and minimise the impact of those risks should they crystallise.

The risk register also identifies emerging risks to determine whether any actions are required. This enables the Board to carry out a robust assessment of the risks facing the Company, including those risks that would threaten its business model, future performance, solvency or liquidity. As it is not possible to eliminate risks completely, the purpose of the Company's risk management policies and procedures is to identify and manage risks, reducing possible adverse impacts.

Details of the Company's internal controls are contained in the Corporate Governance section on pages 55 to 79 and further information on exposure to risks including those associated with financial instruments is given in note 17 of the financial statements.

VCT Qualifying Status Risk The Company is always required to observe the conditions laid down in the Income Tax Act 2007 for the maintenance of approved VCT status. The loss of such approval could lead to the Company losing its exemption from corporation tax on capital gains, to investors being liable to pay income tax on dividends received from the Company and, in certain circumstances, to investors being required to repay the initial income tax relief on their investment. 

Mitigation: The Investment Manager keeps the Company's VCT-qualifying status under continual review and reports to the Board at Board Meetings. Philip Hare & Associates LLP undertake an independent annual review on the VCT status. Any new Venture investments are reviewed by legal advisers, and their opinion sought on whether the investment meets the criteria to be a qualifying investment.

Investment Risk The Company's VCT-qualifying investments will be held in small and medium-sized unquoted investments which, by their nature, entail a higher level of risk and lower liquidity than investments in large, quoted companies, impacting both returns and timings

Mitigation: The Directors and Investment Manager aim to limit the risk attached to the portfolio by careful selection and timely realisation of investments, by carrying out due diligence procedures appropriate to the size of each investment and by maintaining a spread of holdings in terms of industry. The Board reviews the investment portfolio with the Investment Manager on a regular basis. Where possible, a member of the Investment Manager team either holds a seat on the board of the portfolio companies or has the right to act as a Board Observer. This enables the Investment Manager to observe developments at the portfolio company and offer assistance when and where this may be required. The Venture Fund aims to mitigate some of the risks typically associated with venture capital investing by proactively working with businesses with the potential for high growth that are typically actively solving problems for established corporates, increasing their chances of success, as set out in further detail on pages 26 to 35.

Financial Risk As a VCT, the Company is exposed to market price risk, interest rate risk, credit risk, foreign currency risk and liquidity risk, ass most of the Company's investments will involve a medium to long-term commitment and will be relatively illiquid, the Directors consider that it is inappropriate to finance the Company's activities through borrowing, other than for short-term liquidity.

Mitigation: The key elements of financial risk are discussed in more detail in note 17. At the reporting date, the Company had no borrowings and substantial cash on the balance sheet.

Failure of Internal Controls Risk Controls designed to ensure that the Company's assets are safeguarded and that proper accounting records are maintained.

Mitigation:  The Board regularly reviews the system of internal controls, both financial and non-financial, operated by the Company.

Emerging Risks

Climate Change and related legislation

Triple Point as Investment Manager is committed to sound management of climate risk and opportunity, to ensure the long-term protection of asset value through reduction of exposure to the risk and also to contribute to essential carbon reduction requirements. The Investment Manager is in the process of setting Net Zero targets across its entire portfolio, which will cover the Company's assets. The intention is to follow the most up to date guidance from the Science Based Targets Initiative ("SBTi"), which at the time of publication will result in a short-term emissions reduction target up to 2030. Additional longer-term targets will be set following the release of the relevant guidance, or prior if perceived possible.

If a change in Government renewable energy policy were applied retrospectively to current operating projects this could adversely impact the market price for Shenval or the value of the green benefits earned from generating renewable energy. Further, performance of the remaining Shenval assets may be adversely affected by lower or more concentrated rainfall in Scotland. Nevertheless, Shenval continues to perform in line with expectations, and performance will continue to be monitored closely.

Climate Change or related legislation is considered unlikely to have a major near-term impact on the Venture Share Class, as the vast majority of the portfolio is made up of a diversified range of software-based businesses. Each prospective new company holding is considered with regard to how it may be impacted by climate change and how this could in turn affect future growth.

Russia-Ukraine invasion

The Russia-Ukraine invasion in February 2022 has resulted in wider macroeconomic consequences and uncertainty which the Company is monitoring closely to evaluate the impact on both the Company and the investee companies. Inflation, rising interest rates, slow growth and a possible recession could impact investee companies' performance and valuation metrics, ability to raise new funds (and the valuation of such raises), and ability to grow e.g. due to the cost of specialist staff, staff turnover and supply chain impacts, as well as the availability of sufficient new capital to meet objectives.

Economic Conditions

A further deterioration in macroeconomic conditions, such as a severe recession or stagnant inflation ("stagflation"), could have both a direct and indirect impact on existing portfolio companies, particularly in the event that investor risk appetite declines, as this would make it harder to secure new venture funds or other capital, which is often necessary for their continued long-term operations. In addition to macroeconomic risk, any sustained deterioration of trust, liquidity or capital in the banking sector could have a material impact on existing portfolio companies given their reliance on existing cash reserves to fund regular outgoings. The Investment Manager continues to closely monitor the cash position of portfolio companies.

Going Concern

The Company's business activities, together with the factors likely to affect its future development, performance and position, are set out in the Investment Manager's Review. The Company faces a number of risks and uncertainties, as set out above.

The Company's going concern position is also discussed in note 2 to the financial statements. The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the next five years. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

The Financial Risk Management objectives and policies of the Company, including exposure to price risk, interest rate risk, credit risk and liquidity risk are discussed in note 17 to the nancial statements.

The Company continues to meet day-to-day liquidity needs through its cash resources and income from its investment portfolio and cash and cash equivalents. The Company's revenue comes predominantly from interest earned on its cash and liquid resources and from the Venture Share Class investments in Shenval and Modern Power Generation ("MPG"), a small lending business. The Company also continues to raise funds into the Venture Share Class, and at the reporting date the Company had cash of £18.2 million (2022: £6.2 million) and net current assets of £11.8 million (2022: £5.24 million). A further £9 million has been raised since the reporting date, which exceeds the £6.4 million combined final payments to A and B shareholders. This cash is more than sufficient to enable the Company to continue as a going concern for the foreseeable future.

The major cash outows of the Company continue to be the payment of dividends to Shareholders, costs relating to the funding of investments and management fees due to the Investment Manager. Dividends and new investments are discretionary and, in a time of stress the Investment Manager may allow the Company to defer payment of management fees.

 The Directors have reviewed cash flow projections which show the Company has sufficient financial resources to meet its obligations for at least 12 months from the date of this report. Accordingly, the Directors continue to adopt the going concern basis in preparing the nancial statements.

Viability Statement

The AIC's Code of Corporate Governance requires the Board to assess the Company's viability over an appropriate period longer than 12 months required by the Going Concern provision.

The Board conducted this review for a period of five years, which was considered to be an appropriate time horizon as investors in VCTs are required to hold their investment for a period of five years in order to benefit from the associated tax reliefs, and a longer period would be less meaningful.

In order to assess this requirement, the Board regularly considers the Company's strategy and considers the Company's current position. The Board has carried out a robust assessment of the principal and emerging risks, including those that would threaten the Company's business model, future performance, solvency or liquidity and reputation. Consideration has also been given to the Company's reliance on, and close working relationship with, the Investment Manager. This has enabled the Directors to state that they have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment. 

More information on the principal risks of the Company is set out on pages 20 to 22.

The Board has considered both the Company's long-term and short-term cash flow projections and considers these to be realistic and reasonable.

To provide this assessment the Board has considered the Company's financial position and ability to meet its expenses as they fall due as well as considering longer-term viability. Factors taken into account include:

·    the expenses of the Company are predictable and modest in comparison with the assets and there are no capital commitments foreseen which would alter that position;

·      the Company has no employees, only Non-Executive Directors, and consequently does not have redundancy or other employment related liabilities or responsibilities;

·      most of the Company's investments will involve a medium to long-term commitment and will be relatively illiquid but the Board reduces the risk as a whole by careful selection and timely realisation of investments;

·      the Directors will continue to monitor closely changes in the VCT legislation and adapt to any changes to ensure the Company maintains approval. The Directors have appointed an independent adviser to undertake the VCT status monitoring role; and

·      the Directors have considered the ongoing and future effects such as the Russia-Ukraine invasion- on the Company and its longer-term viability. More detail on this is included in the Principal Risks and Uncertainties section on pages 20 to 22.

Based on the results of this review, the Directors have a reasonable expectation that the Company will be able to continue its operations and meet its expenses and liabilities as they fall due over the period of their assessment.

Section 172(1) Statement

The following disclosure describes how the Directors have had regard to the matters set out in Section 172(1)(a) to (f) when performing their duty under Section 172 and forms the directors' statement required under Section 414CZA of the Act.

This section describes how the Board engages with its key stakeholders, and how it considers their interests when making its decisions. Further, it demonstrates how the Board takes into consideration the longterm impact of its decisions, and its desire to maintain a reputation for high standards of business conduct.

Stakeholder Engagement

This section describes how the Board engages with its key stakeholders, how it considers their interests and the outcome of the engagement when making its decisions, the likely consequences of any decision in the long-term, and further ensures that it maintains a reputation for high standards of business conduct.

Principal Decisions

Below are the principal decisions made or approved by the Directors during the year. In taking these decisions, the Directors considered their duties under Section 172 of the Act. Principal decisions have been defined as those that have a material impact to the Company and its key stakeholders, as defined above.

Gas Fired Energy Asset Sale and subsequent cancellation of Share Classes

During the year, the Company successfully completed the sale of its investments in Green Peak Generation Limited for total consideration of £2,274,000 and Distributed Generators Limited for total consideration of £3,260,000 both within the B Share Class as part of a wider portfolio sale of gas-fired energy generation companies. This concluded the B Share Class exit project. Following the sale, the A and B Share Classes have been wound down and cancelled, as approved by Shareholders at a General Meeting held on 9 February 2023 and Class Meetings held on 1 March 2023. The cancellation of the Share Classes was effective on 30 March 2023.

Dividends and return of nominal capital to A and B Share Class Shareholders

During the year, the Company distributed a dividend of 10.00 pence per share to the B Share Class holders and a dividend of 3.00 pence per share to the Venture Share Class holders. Following the Gas Fired Energy Asset Sale, B Share Class holders received a dividend of 79 pence per share, while A Share Class holders received a dividend of 9.42 pence per share on 10 March 2023.

Investments

During the year, the Company made 13 new qualifying Venture Fund investments and five follow-on investments into existing portfolio companies. The Directors considered that each investment could generate significant long-term capital growth for Shareholders, whilst enabling investors to take advantage of the substantial tax reliefs available to investors in VCTs. When approving the proposed acquisitions, the Board considered the exit potential and valuation of the investee companies in addition to considering whether there were any particular societal impacts from each investment.