Calculus Vct Regulatory News (CLC)

Calculus VCT plc

(Previously Investec Structured Products Calculus VCT plc)

 Annual Financial Report

For the year ended 29 February 2016

 The full Annual Report and Accounts can be accessed via the following website:

www.calculuscapital.com or by contacting the Company Secretary on telephone 020 7493 4940.

Investment Objective

The Company's principal objectives for investors are to:

• invest in a portfolio of Venture Capital Investments that will provide investment returns sufficient to allow the Company to maximise annual dividends and with the goal of capital growth over the medium to long term;

• generate sufficient returns from a portfolio of qualifying investments to provide attractive long-term returns within a tax efficient vehicle;

• review the appropriate level of dividends annually to take account of investment returns achieved and future prospects; and

• maintain VCT status to enable qualifying investors to retain their income tax relief of up to 30 per cent on the initial investment and receive tax-free dividends and capital growth.

Full details of the Company's investment policy can be found within the Strategic Report.

 Strategic Report

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

 Chairman's Statement

I am delighted to present your Company's results for the year ended 29 February 2016.

The net asset value per Ordinary share was 31.36 pence as at 29 February 2016 compared to 66.43 pence as at 28 February 2015. This is after paying an annual dividend to Ordinary shareholders in July 2015 of 5.25 pence per share and the special interim dividend of 21.8 pence per share in December 2015, bringing the total cumulative shareholder value to 101.41 pence per Ordinary share.

The net asset value per C share was 77.27 pence as at 29 February 2016 compared to 90.07 pence as at 28 February 2015. This is after paying a dividend to C shareholders in 2015 of 4.5 pence per share, bringing total cumulative shareholder value to 95.27 pence per C share.

The net asset values have subsequently decreased to 31.11 pence per Ordinary share and increased to 80.14 pence per C share as at 31 May 2016.

 Non Qualifying Portfolio

The Structured Products portfolio, managed by Investec Structured Products, performed well in both the Ordinary and C share portfolios returning 48.9% and 27.0% respectively. The final Structured Product in the Ordinary share portfolio matured in November 2015 and the Board were delighted to pay a special dividend and exceed the interim return target of returning 70 pence per Ordinary shareholders by 14 December 2015.

There is one final Structured Product based on the FTSE 100 Index in the C share portfolio that is due to mature in March 2017. At 29 February 2016, the FTSE 100 was trading at 6,097.09. This means that while the level of the FTSE 100 will change, if the Structured Products in the C share fund were to mature at this level, it would yield the maximum payoff for investors, increasing the overall return on the Structured Products on the C share portfolio to 36.5%

Your Board is pleased that the Structured Products portfolio has achieved its planned return for the Ordinary shares and we expect the Structured Products portfolio for the C shares to also meet its planned return.

 Venture Capital Investments

Calculus Capital Limited manages the portfolio of VCT Qualifying Investments made by the Company.

The total return for the qualifying portfolio for the Ordinary shares is down 5.2% compared to original cost. In some respects, this is understandable as 'lemons' ripen before the 'plums'. We are hopeful that the portfolio will start to deliver positive returns going forward.

The total return for the qualifying holdings on the C shares is up 1.8% on original cost. That performance is after taking some write downs and we are hopeful that the portfolio will now start to deliver increasing returns.

During the year, Solab Group Limited ("Solab") (previously Hampshire Cosmetics) redeemed £150,000 of its loan stock at par and Venn Life Science Holdings plc ("Venn") was sold at a loss, both to raise funds to pay the July dividend on the Ordinary share portfolio. Hembuild Group Limited ("Hembuild") redeemed £125,000 of loan notes in May 2015 before the company entered administration in November 2015.

The C share fund sold its holding in Horizon Discovery plc ("Horizon") in September 2015, achieving a return of over 1.8x.

The qualifying portfolio on the Ordinary shares showed a decrease in value of 22.0 per cent in the year to 29 February 2016 on a like-for-like basis. Although AnTech Limited ("AnTech"), Metropolitan Safe Custody Limited ("Metropolitan"), Dryden Human Capital Group Limited ("Dryden"), Human Race Group Limited ("Human Race") and Solab saw an uplift in value, Brigantes Energy Limited ("Brigantes"), Corfe Energy Limited ("Corfe") and Terrain Energy Limited ("Terrain"), all in the oil and gas sector, lost just over £275,000 in aggregate in the year primarily as a result of the lower oil price. Hembuild was written down by £190,000 when it entered administration.

The qualifying portfolio on the C shares showed a decrease in value of 7.1 per cent in the year to 29 February 2016 on a like-for-like basis. Increased valuations on Solab, Human Race and Metropolitan were offset by the fall in Scancell Holdings plc's ("Scancell") share price. The Board remain confident about Scancell's long term prospects.

An analysis of the Qualifying Investments can be found in the Investment Manager's Review that follows this Statement.

 D Share Issue and Merger

At the Extraordinary General Meetings in November 2015, shareholders approved the issue of up to £8 million of D shares by means of an offer for subscription. At the same meetings, shareholders approved mergers of the Ordinary and C Share classes into a single class with the D shares following realisation or liquidation of the Structured Products investments attributable to those classes. The directors anticipate that the Ordinary shares class will be merged into the D shares class on a relative net asset value basis in due course, potentially simultaneously with the merger of the C shares class into the D shares class. The merger of the C shares class into the D shares class will not occur until after the last Structured Product investment attributable to that class is realised or liquidated, which is expected with the maturity of the last such investment in March 2017.

The Board was pleased to announce that, in connection with the offer for subscription for D Ordinary shares of 1p each that opened on 26 October 2015, applications were received for in excess of the minimum requirement of £1 million for the offer to proceed in respect of the 2015/2016 and 2016/2017 tax years in aggregate. An allotment of 876,181 D shares in respect of the 2015/2016 tax year took place on 8 March 2016 at an average issue price of £1.0264 per share. A second allotment of 644,598 D shares in respect of 2015/2016 tax year took place on 4 April 2016 at an average issue price of £1.0333 per share. A third allotment of 291,305 D shares in respect of the 2016/2017 tax year took place on 3 May 2016 at an average issue price of £1.0333 per share.

 Name change

In October 2015, the VCT changed its name from Investec Structured Products Calculus VCT plc to Calculus VCT plc to reflect the maturity of the final Structured Products on the Ordinary share portfolio and the change in investment policy on the D shares. There is one remaining Structured Product on the C share portfolio which is due to mature in March 2017.

 Dividend

In line with our aim to provide a regular tax-free dividend stream, the Directors are pleased to announce a dividend of 4.5 pence per C share. Subject to shareholder approval, the dividends will be paid on 5 August 2016 to C shareholders on the register on 8 July 2016. This will take cumulative dividends paid to 22.50 pence per C share. The directors anticipate that, following the announcement of the company's interim results to 31 August 2016, a dividend equivalent to 4.5% of NAV will be paid to D shareholders. The timing and amount of the next dividend to Ordinary shareholders is dependent on any realisations of investments in the Ordinary share class portfolio or the timing of the merger of the Ordinary share class into the D share class.

 Annual General Meeting

The Company's Annual General Meeting will be held at 11.00 am on Tuesday, 26 July 2016 at the offices of Calculus Capital Limited, 104 Park Street, London, W1K 6NF.

 Changes to VCT tax legislation

Last year saw a series of regulatory changes which affect how VCTs can invest. It is no longer possible for VCTs to undertake management buyouts either as a purchase of equity or as a purchase of a company's trade and its assets. Subject to certain caveats, companies must also be under seven years old (ten years for knowledge intensive companies) to be eligible for investment and there is a lifetime investment limit on the amount any single company can receive of £12million (£20million for knowledge intensive companies). Other changes to the legislation that mean that new investment in reserve power businesses will no longer qualify and, from 6th April 2016, any new investment into the energy generation sector will also not qualify for relief. HMRC has also indicated that it will be more cautious about giving approval for companies that are clearly set up with the intention of not having a long term future, so called 'limited life' companies. These changes in the legislation have affected individual VCTs to differing extents. Investment for the purposes of growth and development, which is Calculus Capital Limited's core model, is, by and large, unaffected by the changes other than the prohibition on investment in companies older than seven years that have not previously raised tax advantaged funding within seven years of first commercial sale.

The recent budget statement introduced further changes to the rules governing non-qualifying investments for VCTs with effect from 6 April 2016. VCT's can now only invest in ordinary shares or securities in companies listed on a European regulated market and shares or units in an Alternative Investment Fund or Undertakings for Collective Investments in Transferable Securities that can be redeemed within 7 days. These changes are unlikely to affect the Ordinary or C share investors and will not affect the new D shares' core investment policy in respect of non-qualifying assets to invest in a variety of investments selected to preserve capital value, whilst generating income. However certain of the potential investments listed in the VCT's investment policy, such as investment directly or indirectly in ground rent assets, are either precluded or very unlikely to be possible following these changes. The Directors do not believe that these restrictions will materially affect the investment returns available to the VCT.

Outlook

The Company exceeded its target of returning 70 pence to each Ordinary shareholder by its interim return date of 14 December 2015. The C share portfolio continues to be invested in Structured Products and as long as the FTSE 100 remains above 5,247, the Company is on target to return the same amount to C shareholders by 14 March 2017.

As mentioned in the previous section, 2015 saw a number of changes affecting VCT legislation. Although the new legislation may affect some of our investment opportunities and brings greater complexity, the Board does not believe the changes will materially impact our ability to invest in UK growth companies. Whilst the general economic outlook may be uncertain for the UK in 2016 with continued uncertainty in the Eurozone, the Board believe the portfolios have considerable upside potential and we hope to see the qualifying portfolios recovering some lost value in the coming year.

Michael O'Higgins

Chairman

20 June 2016

Investment Manager's Review(Qualifying Investments)

Calculus Capital Limited manages the portfolio of Qualifying Investments made by the Company. To maintain its qualifying status as a Venture Capital Trust, the Company needed to be greater than 70 per cent invested in Qualifying Investments by the end of the relevant third accounting period and to maintain it thereafter. At 29 February 2016, the qualifying percentage for the Company was 92.0 per cent.

During the year under review, the Company made no new Qualifying Investments. The qualifying portfolio showed a decrease in value of 17.0 per cent in the year to 29 February 2016 on a like-for-like basis.

Further detail on the qualifying investments can be found below.

AnTech - Ordinary share portfolio

AnTech is both a specialist engineering company manufacturing products for the oil and gas industry and an oil and gas services company providing directional coil drilling services. AnTech's Products Division supplies customised and standard products used mainly in production. Its Coil Tube Drilling Services Division has developed a new generation of directional drilling tools which transform the manner and efficiency with which oil and gas wells can be drilled with coiled tubing. These tools, COLT and POLARIS, are effective for interventions in existing wells to enhance production yield and extend well life, which is particularly attractive in a low oil price environment. The tools were used commercially in France in late 2014 and Ohio in 2015 with successful results. In early 2016, a significant Mid-Form Contract was signed with Saudi Aramco, the world's largest oil company, for drilling later this year and a further order has been secured for drilling in Ohio. In February 2016, funds managed by Calculus Capital Limited made a £2.35m investment in AnTech in order to provide working capital for the anticipated growth of the Services business.

* Other funds managed by Calculus Capital Limited have combined voting rights of 31.0 per cent.

Brigantes - Ordinary share portfolio

Brigantes and Corfe were originally intended as one investment, but were split because it enabled a larger fundraising under the then rules for tax advantaged investment schemes. Brigantes currently owns interests in the following licences: PL1/10 onshore Northern Ireland, P2123 offshore Northern Ireland, P1918 adjacent to Wytch Farm in Dorset and PEDL070 which contains the Avington oilfield in Hampshire. A first well on the PL1/10 licence targeting the Woodburn prospect was drilled in May/June 2016, but did not encounter any hydrocarbon accumulation - the data collected in the well is being evaluated to decide where to focus future exploration activity in the basin. A farm-in agreement has been signed on P1918 and the P1918 group has been awarded the neighbouring licences in the 14th Onshore licencing round.

* Other funds managed by Calculus Capital Limited have combined voting rights of 25.6 per cent.

Corfe - Ordinary share portfolio

Corfe has interests in five licences: Osprey, Lulworth Banks and Ballard Point (adjacent to Wytch Farm) in Dorset, Burton on the Wolds in the East Midlands and Avington oilfield in Hampshire. A farm-in agreement has been signed on P1918 and the P1918 group has been awarded the neighbouring licences in the 14th Onshore licencing round.

* Other funds managed by Calculus Capital Limited have combined voting rights of 27.3 per cent.

Dryden - Ordinary share portfolio

Dryden is headquartered in the UK and specialises in the actuarial, insurance and compliance recruitment sector. In the last year, the company has made significant progress in implementing new systems and working processes thereby delivering operational improvement. Trading for the financial year to 31 March 2016 was ahead of last year's performance. The company will continue to invest in efficiency improving systems, processes and training, and recruit new high performing recruitment consultants who are aligned with management's strategy of growth and continuous performance improvement.

*Other funds managed by Calculus Capital Limited have combined voting rights of 1.9 per cent.

Human Race - Ordinary and C share portfolio

Human Race owns and operates over 60 events for over 90,000 participants of all abilities and ages. This makes the business the largest owner and deliverer of mass participation events in the UK. The portfolio includes the London Winter Run, Windsor Triathlon, Wiggle Dragon Ride, Run or Dye series, Tour de Yorkshire Ride (alongside ASO - owners of the Tour de France), the Eton Triathlon Super Sprints, Kingston Breakfast Run, and an off road winter series. The London Winter Run was the largest inaugural 10k run ever in the UK with 14,000 entries in the first year. A roll out of the Winter Run concept is now planned throughout the UK with events having taken place in Liverpool and Manchester. In addition, an exciting partnership is being forged with ASO with a venture alongside the Tour de Yorkshire (a pro ride over 3 days) and the acquisition of a smaller established sportive called the Lionheart Ride.

*Unaudited

Other funds managed by Calculus Capital Limited have combined voting rights of 38.7 per cent.

Metropolitan - Ordinary and C share portfolio

Metropolitan runs two safe custody sites, one in Knightsbridge, the other in St. Johns Wood. These profitable, stable businesses serve several thousand customers, providing access to the vaults seven days a week. Since investment, Metropolitan has undergone an extensive refurbishment programme which should be completed by 2017. Thereafter capital expenditure will principally be incurred to increase capacity. The Company is paying down debt and distributing surplus cash by way of dividends. Additional opportunities are being considered to expand the brand's reach further and grow sales.

* Other funds managed by Calculus Capital Limited have combined voting rights of 38.9 per cent.

MicroEnergy Generation Services Limited ("MicroEnergy") - Ordinary share portfolio

Following the acquisition of an additional 15 turbines with an effective date of 1st April 2015, MicroEnergy owns and operates a fleet of 168 small onshore wind turbines (

*Other funds managed by Calculus Capital Limited have combined voting rights of 5.8 per cent.

Pico's Limited ("Benito's Hat") - C share portfolio

Benito's Hat (trading name of Pico's Limited) is a Mexican-themed restaurant brand centred on an authentic experience and high-quality food, at an affordable price point. Offering tailor-made burritos, tacos and salads, the brand has a devoted customer following and has won many accolades from food critics. 'Like-for-like' financial performance of the 'core estate' (continuing sites that have been operating for over a year) has improved. The Company closed certain sites which underperformed against budget. There is significant competition for new sites within the M25 and the Company is maintaining a high level of vigilance in ongoing site selection.

The Company will look to raise further funds in the future to continue its expansion program of new site openings and is in ongoing discussions with a number debt providers.

* Other funds managed by Calculus Capital Limited have combined voting rights of 38.2 per cent.

Quai Administration Services Limited ("Quai") - C share portfolio

Quai provides platform technology combined with back office administration services for the high-volume personal savings industry. Quai's platform administers thousands of individual savings plans at a fraction of the cost incurred by established insurance companies and wealth managers. Mass distribution of individual savings plans is pressurising providers to offer efficient, high-volume, low-margin schemes. Quai has progressed well, with five live customers on its platform, three soon to go live and three more expected to sign contracts in the coming weeks. Financial performance in the year to October 2015 was the same as the prior year as revenue conversion was slower than anticipated. Recent wins have targeted clients with large books of assets under management. In February 2016, Calculus Capital Limited participated in a further funding round alongside members of the Quai board and other private individuals, to accelerate development of the Company's technology platform and expand the sales and marketing teams.

*Unaudited

Scancell - C share portfolio

Scancell is a clinical stage immunotherapy company. The company has two vaccine platform technologies: SCIB1 for melanoma entered clinical trials in June 2010; MODI-1 is targeted to enter clinical trials in advanced breast and ovarian cancer in 2017. The company believes the Moditope platform could play a major role in cancer immunotherapies. Encouraging survival data on patients treated with SCIB1, combined with the laboratory data showing the potential value of a SCIB1/checkpoint inhibitor combination, has set the stage for an expanded clinical trial programme in melanoma in 2017. The trial will be led by leading US melanoma specialists at Massachusetts General Hospital, Harvard Medical School, MD Anderson, Memorial Sloan Kettering and the Division of Medical Oncology at University of Colorado. The aim is to demonstrate improved response compared to anti-PD-1 monotherapy without additional toxicity.

Since the year end, Scancell has raised funds through a firm placement and an open offer, raising £3.4m and £3.8m, respectively. The funds will be used to prepare for further clinical studies on both SCIB1 and Moditope®.

The D share portfolio has invested £50,000 in Scancell since the year end.

* As at 20 June 2016, the D shares held 0.1% of the voting rights. Other funds managed by Calculus Capital Limited have combined voting rights of 18.5 per cent.

Solab (formerly Hampshire Cosmetics) - Ordinary and C share portfolio

Solab is a long established manufacturer of fragrances, shampoos and skincare products for customers, including L'Oreal and Penhaligon. More recently it has been broadening its activities, particularly into animal care products. The cosmetics business has been affected by significant reduction in volumes from the The Body Shop. This is due to a decision to in-source manufacturing to French factories to maintain employment there following The Body Shop's acquisition by L'Oreal. New business has only partially replaced lost turnover but is expected to be fully recovered in 2017. Revenues from animal care and veterinary have increased substantially with profitability anticipated in 2016.

*Unaudited

*Other funds managed by Calculus Capital Limited have combined voting rights of 1.23 per cent.

Terrain - Ordinary and C share portfolio

Terrain has taken advantage of attractive prices in the current market and has recently completed the acquisition of interests in the Whisby and Lidsey licences and increased its interest in Keddington. It has also been awarded Louth in the 14th Licensing Round. Terrain now has interests in twelve petroleum licences; Keddington, Kirklington, Dukes Wood, Burton on the Wolds, Whisby and Louth in the East Midlands, Larne and an offshore licence to the north of Larne in Northern Ireland, Brockham and Lidsey in the Weald Basin and Egmating and Starnberger See in Germany. The company is currently producing from wells at Brockham and Lidsey. A sidetrack at Keddington was drilled in February 2016 encountering some 60m of oil bearing sands which is due to be completed and tested in Q2 2016. New wells at Larne, Whisby and Lidsey as well as a sidetrack at Brockham are due to be drilled in 2016. In February 2016, Terrain completed a £1m funding round to provide capital for its licence commitments.

*Other funds managed by Calculus Capital Limited have combined voting rights of 8.91 per cent.

The One Place Capital Limited ("Money Dashboard") - C share portfolio

Money Dashboard (the trading name of The One Place Capital Limited) empowers consumers to take control of their finances. By using Money Dashboard consumers are able to view all of their internet enabled current accounts, savings accounts and credit cards in one secure place, providing the true view of their financial lives. Calculus Capital Limited invested in Money Dashboard in November 2013. Since investment the Company has achieved a number of milestones. User numbers have grown and the Company now has over 100,000 registered users; a mobile application has been launched, a 'productised' version of the data insights offering has been developed and branded "TrueView" and sales of TrueView data contracts are gaining traction with financial institutions.

Revenue growth has been slower than was anticipated, leading to further investments by Calculus Capital Limited funds in July 2014 and July 2015.

*Unaudited

*Other funds managed by Calculus Capital Limited have combined voting rights of 41.3 per cent.

Tollan Energy Limited ("Tollan") - Ordinary share portfolio

Tollan owns a portfolio of solar systems on roof tops in Northern Ireland. The solar generating capacity, which is installed on residential and some commercial roofs in the Belfast area, benefits from Northern Ireland Renewable Obligation Certificates (NIROCs). In addition, the company benefits from the export tariff for any surplus electricity not used by the homeowner that is exported to the grid. The portfolio is now fully installed and comprises 334 systems (1.55MW). The systems have demonstrated stable generation levels of 978,000 kWh in the year to 31 March 2016 (974,000 kWh in 2015).

Venn - C share portfolio

Venn's is consolidating a number of small European Contract Research Organisations (CRO) to build a mid-sized CRO focused on the European market, offering clients a full service, multi-centred capability in Phase II-IV trials across a range of principal disease areas. In October the company announced the signing of an international contract, worth 1m Euros and covering multiple regions including France, the UK and the US. The Phase I-II project will centre on acute T-cell leukaemia, and follows a previously successful trial with the same company. In early 2016 the company announced that it expected full-year revenues for 2015 to be at least double the 4.1m Euros delivered in 2014. This strong performance has been delivered through success in winning contracts, facilitated by international expansion. Recently, Venn secured contracts worth 3.4m Euros, in an extension of its existing phase-II program with a leading US-based biotechnology firm. The company is now generating free cash flows.

The strong financial results announced at the close of 2015, along with the recent contract wins, should filter through to the share price, which has remained relatively flat the past year.

*Other funds managed by Calculus Capital Limited have combined voting rights of 7.4 per cent.

Developments since the year end

On 5 April 2016, an investment of £50,000 was made in Scancell on behalf of the D share fund. Also in the D share portfolio, £326,000 has been invested in each of three money market funds with Fidelity Institutional Liquidity Fund, Aberdeen Sterling Liquidity Fund and Goldman Sachs Sterling Liquidity Fund.

Other than as disclosed above there have been no developments since the year end.

Calculus Capital Limited

20 June 2016

Investment Manager's Review

(Structured Products)

Our non-Qualifying Investments are managed by Investec Structured Products. As at the date of this report, the Company held one remaining Structured Product in the C share fund based on the FTSE 100 Index.

In line with the Company's strategy set out in the original offer documents, part of the initial cash raised was used to build a portfolio of Structured Products. The portfolio of Structured Products was constructed with different issuers and differing maturity periods to minimise risk and create a diversified portfolio. The majority of this portfolio has now reached full term and paid a positive return, with all products which have reached full term paying their maximum return. The recent changes are listed below.

In the Ordinary share fund, the remaining Investec product matured on 19 November 2015, the proceeds of which were used to pay the special interim dividend.

The C share fund retains one product in its portfolio, which is due to mature in 2017; the strike of this is 5,246.99.

The continued strong performance of the FTSE 100 has supported valuations in the Structured Products portfolio. The FTSE 100 has remained above all of the products' strike levels. As at 29 February 2016, the FTSE 100 was at 6,097.09. Over the past year, 5 year swap rates have decreased and volatility has remained low, as the UK economic recovery continues to be slow as a whole.

No new investments were made in Structured Products during the period.

The Structured Products will achieve their target return subject to the Final Index Level of the FTSE 100 being higher than the Initial Index Level. The capital is at risk on a one-for-one basis ("CAR") if the FTSE 100 Index falls more than 50 per cent at any time during the investment term and fails to fully recover at maturity such that the Final Index Level is below the Initial Index Level. As at 29 February 2016, the following investments had been made in Structured Products:

Ordinary Share Fund:

Matured/sold

C Share Fund:

Matured

The total valuation of the amount invested in Structured Products in the C share fund as at 29 February 2016 was £519,023.

* The Final Index Level is calculated using 'averaging', meaning that the average of the closing levels of the FTSE 100 is taken on each Business Day over the last 2-6 months of the Structured Product plan term (the length of the averaging period differs for each plan). The use of averaging to calculate the return can reduce adverse effects of a falling market or sudden market falls shortly before maturity. Equally, it can reduce the benefits of an increasing market or sudden market rises shortly before maturity.

** The Nomura Structured Product was sold prior to maturity with a return on initial investment of 28.8 per cent. This was sold to the C share fund.

Investec Structured Products

20 June 2016

Investment Portfolio - Top Ten Holdingsas at 29 February 2016

Ordinary Share Fund

\* The valuations of certain investments include small purchases made which are non-qualifying investments.

C Share Fund

Other Statutory Information

Company activities and status

The Company is registered as a public limited company and incorporated in England and Wales with registration number 07142153. Its shares have a premium listing and are traded on the London Stock Exchange.

On incorporation, the Company was an investment company under section 833 of the Companies Act 2006. On 18 May 2011, investment company status was revoked by the Company. This was done in order to allow the Company to pay dividends to shareholders using the special reserve (a distributable capital reserve), which had been created on the cancellation of the share premium account on 20 October 2010.

Company business model

The Company's business model is to conduct business as a VCT. Company affairs are conducted in a manner to satisfy the conditions to enable it to obtain approval as a VCT under sections 258-332 of the Income Tax Act 2007 ("ITA 2007").

Investment policy

Shareholders voted in favour for a change in investment policy at the Extraordinary General Meeting in November 2015. The principal change of investment policy is to increase the options for non-qualifying investments.

It is intended that a minimum of 75 per cent of the monies raised by the Company will be invested within 60 days in a variety of investments which will be selected to preserve capital value, whilst generating income, and may include:

• Bonds issued by the UK Government

• Fixed income securities issued by major companies and institutions, liquidity funds and fixed deposits with counterparty credit rating of not less that A minus (Standard & Poor's rate)/A3 (Moody's rated); and

• Investments directly or indirectly in ground rent assets

As mentioned in the Chairman's Statement, recent legislative changes have since prohibited investment in ground rent funds.

The Company's policy is to build a diverse portfolio of Qualifying Investments of primarily established unquoted companies across different industries and investments which may be by way of loan stock and/or fixed rate preference shares as well as ordinary shares to generate income. The amount invested in anyone sector and anyone company will be no more than 20 per cent and 10 per cent respectively of the qualifying portfolio. These percentages are measured as at the time of investment. The Board and its Managers, Calculus Capital Limited, will review the portfolio of investments on a regular basis to assess asset allocation and the need to realise investments to meet the Company's objectives or maintain VCT status.

Where investment opportunities arise in one asset class which conflict with assets held or opportunities in another asset class, the Board will make the investment decision. Under its Articles, the Company has the ability to borrow a maximum amount equal to 25 per cent of the aggregate amount paid on all shares issued by the Company (together with any share premium thereon). The Board will consider borrowing if it is in the shareholders' interests to do so. In particular, because the Board intends to minimise cash balances, the Company may borrow on a short-term to medium-term basis for cashflow purposes and to facilitate the payment of dividends and expenses in the early years.

Alternative investments funds directive (AIFMD)

The AIFMD regulates the management of alternative investment funds, including VCTs. The VCT is externally managed under the AIFMD by Calculus Capital Limited which is a small authorised Alternative Investment Fund Manager.

Risk diversification

The Board controls the overall risk of the Company. Calculus Capital Limited will ensure the Company has exposure to a diversified range of Venture Capital Investments from different sectors. Investec Structured Products ensured the Company had exposure to a diversified range of Structured Products but there is now just one remaining Structured Product in the C share portfolio. The Board believes that investment in these two asset classes provides further diversification.

Since November 2015, the types of non-qualifying investment include:

• Bonds issued by the UK Government; and

• Fixed income securities issued by major companies and institutions, liquidity funds and fixed deposits with counterparty credit rating of not less that A minus (Standard & Poor's rate)/A3 (Moody's rated).

The board believe this change will provide further diversification.

VCT regulation

The Company's investment policy is designed to ensure that it will meet, and continue to meet, the requirements for approved VCT status from HM Revenue & Customs. Amongst other conditions, the Company may not invest more than 15 per cent (by value at the time of investment) of its investments in a single company and must have at least 70 per cent by value of its investments throughout the period in shares or securities in qualifying holdings, of which 30 per cent by value must be ordinary shares which carry no preferential rights ("eligible shares"). For funds raised from 6 April 2011, the requirement for 30 per cent to be invested in eligible shares was increased to 70 per cent.

Key strategic issues considered during the year

Performance

The Board reviews performance by reference to a number of key performance indicators ("KPIs") and considers that the most relevant KPIs are those that communicate the financial performance and strength of the Company as a whole, being;

• total return per share

• net asset value per share

• share price and discount/premium to net asset value

The financial highlights of the Company can be found on the contents page of the Report and Accounts.

Further KPIs are those which show the Company's position in relation to the VCT tests which it is required to meet in order to meet and maintain its VCT status. A summary of these tests are set out below. The Company has received approval as a VCT from HM Revenue & Customs.

Principal risks and uncertainties facing the Company and management of risk

The Company is exposed to a variety of risks. The principal financial risks, the Company's policies for managing these risks and the policy and practice with regard to financial instruments are summarised in note 16 to the Accounts.

The Board has also identified the following additional risks and uncertainties:

- Regulatory risk

The Company has received approval as a VCT under ITA 2007. Failure to meet and maintain the qualifying requirements for VCT status could result in the loss of tax reliefs previously obtained, resulting in adverse tax consequences for investors, including a requirement to repay the income tax relief obtained, and could also cause the Company to lose its exemption from corporation tax on chargeable gains.

The Board receives regular updates from the Managers and financial information is produced on a monthly basis. The Manager monitors VCT regulation and presents its findings to the Board on a quarterly basis. The Managers build in 'headroom' when making investments to allow for changes in valuation. This 'headroom' is reviewed prior to making and realising qualifying investments.

The Board has appointed an independent adviser to monitor and advise on the Company's compliance with the VCT rules.

- Venture capital investments

There are restrictions regarding the type of companies in which the Company may invest and there is no guarantee that suitable investment opportunities will be identified.

Investment in unquoted companies and AIM-traded companies involves a higher degree of risk than investment in companies traded on the main market of the London Stock Exchange. These companies may not be freely marketable and realisations of such investments can be difficult and can take a considerable amount of time. There may also be constraints imposed upon the Company with respect to realisations in order to maintain its VCT status which may restrict the Company's ability to obtain the maximum value from its investments.

Calculus Capital Limited has been appointed to manage the Qualifying Investments portfolio, and has extensive experience of investing in this type of investment. Regular reports are provided to the Board and a representative of Calculus Capital Limited is on the Company's board. Risk is managed through the investment policy which limits the amount that can be invested in any one company and sector to 10 per cent and 20 per cent of the qualifying portfolio respectively at the time of investment.

- Structured products

Structured products are subject to market fluctuations and the C share portfolio may not realise the full return from the final structured product in the event of a long-term decline of the FTSE 100 index. Investec Structured Products has been appointed to manage the structured products portfolio for its expertise in these types of financial products. Restrictions have been agreed with Investec Structured Products relating to approved counterparties and maximum exposure to any one counterparty.

- Liquidity/marketability risk

Due to the holding period required to maintain up-front tax reliefs, there is a limited secondary market for VCT shares and investors may therefore find it difficult to realise their investments. As a result, the market price of the shares may not fully reflect, and will tend to be at a discount to, the underlying net asset value. The level of discount may also be exacerbated by the availability of income tax relief on the issue of new VCT shares. The Board recognises this difficulty, and has taken powers to buy back shares, which could be used to enable investors to realise investments.

Employees, environmental, human rights and community issues

The Company has no employees and the Board comprises entirely non-executive Directors. Day-to-day management of the Company's business is delegated to the Investment Managers (details of the respective management agreements are set out in the Directors' Report) and the Company itself has no environmental, human rights, or community policies. In carrying out its activities and in its relationships with suppliers, the Company aims to conduct itself responsibly, ethically and fairly.

Gender Diversity

The Board of Directors comprised three male Directors and one female Director during, and at the end of, the year to 29 February 2016.

Statement regarding annual report and accounts

The Directors consider that taken as a whole, the Annual Report and Accounts is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy.

On behalf of the Board

Michael O'Higgins

Chairman

20 June 2016

Board of Directors

Michael O'Higgins (Chairman)*

Kate Cornish-Bowden (Audit Committee Chairman)*

John Glencross

Steve Meeks*

*independent of the Investment Managers

Investment Managers

Calculus Capital

Calculus Capital Limited is the Venture Capital Investments portfolio manager

(VCT Qualifying Investments).

Investec Structured Products

Investec Structured Products (a trading name of Investec Bank plc) is the

Structured Products portfolio manager (non VCT Qualifying Investments).

Extract from the Directors' Report

 Corporate Governance

The Board is accountable to shareholders for the governance of the Company's affairs and is committed to maintaining high standards of corporate governance and to the principles of good governance as set out in the UK Corporate Governance Code (the "Code") issued by the Financial Reporting Council ("FRC") in September 2014, a copy of which can be found at www.frc.org.uk.

Pursuant to the Listing Rules of the Financial Conduct Authority, the Company is required to provide shareholders with a statement on how the main and supporting principles set out in the Code have been applied and whether the Company has complied with the provisions of the Code. The Board has established corporate governance arrangements that it believes are appropriate to the business of the Company as a venture capital trust. The Board has reviewed the Code, and considers that it has complied throughout the period, except as disclosed below:

• Directors are not appointed for a specified term as all Directors are non-executive and the Articles of Association require that all Directors retire by rotation at Annual General Meetings of the Company.

• In light of the responsibilities retained by the Board and its Committees and the responsibilities delegated to the Investment Managers, the Administrator, the Registrars and legal advisers, the Company has not appointed a chief executive officer, deputy chairman or senior independent director.

• Given the structure of the Company and the Board, the Board does not believe it necessary to appoint separate remuneration or nomination committees, and the roles and responsibilities normally reserved for these committees will be a matter for the full Board.

• The Company does not have an internal audit function as all of the Company's management functions are performed by third parties whose internal controls are reviewed by the Board. However, the need for an internal audit function will be reviewed annually.

A full statement on Corporate Governance and the Company's compliance with the UK Corporate Governance Code can be found at

http://www.calculuscapital.com/cms/media/Investec_RA2015_Corporate-Governance-Secured-for-Website-pp.pdf

A report from the Audit Committee can be found on page 25 of the Report and Accounts.

Dividend

Details of the C share dividend recommended by the Board are set out in the Strategic Report on page 2 of the Accounts.

Share Capital

The capital structure of the company is set out in note 12 of the Accounts. At the year end, no shares were held in Treasury. No shares were issued or bought back during the year. As mentioned in the Strategic Report, the Company issued 1,812,084 D shares after the year end.

Management

Calculus Capital Limited is the Venture Capital Investments' portfolio manager (VCT Qualifying Investments). Calculus Capital Limited was appointed as Investment Manager pursuant to an agreement dated 2 March 2010, a supplemental agreement was entered into on 7 January 2011 in relation to the management of the C Share Fund and a further supplemental agreement entered into on 26 October 2015 in relation to the management of the D share fund and covers the addition of company secretarial duties (together, the "Calculus Management Agreements"). Pursuant to the Calculus Management Agreements, Calculus Capital Limited has agreed to meet the annual expenses of the Company in excess of 3.0 per cent of the aggregate gross amounts raised under the Ordinary share and C share offers, and 3.4 per cent of the aggregate gross amounts raised on the D share offer, all from 14 December 2015.

Pursuant to the Calculus Management Agreements, Calculus Capital Limited will receive an annual management fee of 1 per cent of the net asset value of the Ordinary Share Fund and C Share Fund, and 1.75 per cent of the net asset value of the D Share Fund, calculated and payable quarterly in arrears.

Calculus Capital Limited is also entitled to a fee of £15,000 per annum with effect from 1 February 2016 for the provision of company secretarial services.

For the year to 29 February 2016, Calculus Capital Limited waived £10,521 of its fees (2015: nil).

Investec Structured Products was appointed as Investment Manager pursuant to an agreement dated 2 March 2010, and a supplemental agreement was entered into on 7 January 2011 in relation to the management of the C Share Fund (together, the "Investec Management Agreements"). Investec Structured Products does not receive a fee in relation to its appointment under these agreements, although it is entitled to receive a one off commission equal to 0.75 per cent of the amount invested in any Structured Product (excluding those issued by Investec). Pursuant to the Investec Management Agreements, Investec Structured Products had agreed to meet the annual expenses of the Company in excess of 3.0 per cent of the aggregate gross amounts raised under the ordinary share and C share offers until the interim return date of 14 December 2015.

Investec Structured Products' appointment as Investment Manager shall terminate in March 2017 on maturity of the final Structured Product in the C share portfolio.

A Performance Incentive Agreement between the Company, Calculus Capital Limited and Investec Structured Products dated 2 March 2010 in relation to the Ordinary Share Fund has been signed. Investec Structured Products and Calculus Capital Limited will each receive a performance incentive fee payable in cash of an amount equal to 10 per cent of dividends and distributions paid to ordinary shareholders following the payment of such dividends and distributions provided that shareholders have received in aggregate distributions of at least 105p per ordinary share (including the relevant distribution being offered).

A Performance Incentive Agreement between the Company, Calculus Capital Limited and Investec Structured Products dated 7 January 2011 in relation to the C Share Fund has also been signed pursuant to which Investec Structured Products and Calculus Capital Limited will be entitled to performance incentive fees as set out below:

• 10 per cent of C Shareholder Proceeds in excess of 105p up to and including Proceeds of 115p per C share, such amount to be paid within ten business days of the date of payment of the relevant dividend or distribution pursuant to which a return of 115p per C share is satisfied; and

• 10 per cent of C Shareholder Proceeds in excess of 115p per C share, such amounts to be paid within ten business days of the date of payment of the relevant dividend or distribution,

provided in each case that C shareholders have received or been offered the C Share Interim Return of at least 70p per C share on or before 14 March 2017 and at least a further 45p per C share having being received or offered for payment on or before the 14 March 2019. In addition, performance incentive fees in respect of the C Share Fund will only be payable in respect of dividends and distributions paid or offered on or before 14 March 2019.

Continuing Appointment of the Investment Managers

The Board keeps the performance of the Investment Managers under continual review. A formal review of their performance and the terms of their engagement has been carried out and the Board are of the opinion that the continuing appointment of Calculus Capital Limited and Investec Structured Products as Investment Managers is in the interests of shareholders as a whole. The Board is satisfied with the performance of the Company to date. Performance of the Structured Products portfolio is very satisfactory, exceeding initial expectations, and the principal benefits of the Qualifying Investments will accrue in later years. The Board is confident that the VCT qualifying tests will continue to be met.

Financial Risk Management

The principal financial risks and the Company's policies for managing these risks are set out in note 16 to the Accounts.

Going Concern

In assessing the going concern basis of accounting, the directors have had regard to the guidance issued by the Financial Reporting Council. After making enquiries, and having reviewed the portfolio, balance sheet and projected income and expenditure for the next twelve months, the directors have a reasonable expectation that the Company has adequate resources to continue in operation for the foreseeable future. The Directors have therefore adopted the going concern basis in preparing the Accounts.

Long term viability

In assessing the long term viability of the company, the directors have had regard to the guidance issued by the Financial Reporting Council. The Directors have assessed the prospects of the Company for a period of three years, which was selected because the Company's strategic review covers a three-year period. The Board's three-year strategic review considers the Company's income and expenses, dividend policy, liquid investments and ability to make realisations of qualifying investments. These projections are subject to sensitivity analysis which involves flexing a number of the main assumptions underlying the forecast both individually and in unison. Where appropriate, this analysis is carried out to evaluate the potential impact of the Company's principal risks actually occurring. Based on the results of this analysis, the directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the three-year period of their assessment. The principal assumptions used are as follows: i) Calculus Capital Limited pays any expenses in excess of 3.0 per cent of the aggregate gross amounts raised under the Ordinary and C share offers and 3.4 per cent of the aggregate gross amounts raised on the D share offer, all from 14 December 2015, as set out on page 22 of the Accounts; ii) the level of dividends paid are at the discretion of the Board; iii) the Company's liquid investments which include cash, money market instruments and quoted shares can be realised as permitted by the Company's investment policy; iv) the illiquid nature of the qualifying portfolio. Based on the results of this analysis, the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due.

In making this statement the Board carried out a robust assessment of the principal risks facing the Company including those that might threaten its business model, future performance, solvency or liquidity.

The full Annual Report and Accounts contains the following statement regarding responsibility for the Accounts.

Directors' Responsibilities Statement

Statement of Directors' Responsibilities in respect of the Annual Report and the Accounts

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

Company law requires the Directors to prepare Accounts for each financial year. Under that law they have elected to prepare the Accounts in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable laws). Under company law the Directors must not approve the Accounts unless they are satisfied that they give a true and fair view of the state of affairs and profit or loss of the Company for that period.

In preparing these Accounts, the Directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgments and accounting estimates that are reasonable and prudent;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the Accounts; and

• prepare the Accounts on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

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

Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors' Report, Directors' Remuneration Report and Corporate Governance Statement that comply with that law and those regulations, and for ensuring that the Annual Report includes information required by the Listing Rules of the Financial Conduct Authority.

The Accounts are published on the www.calculuscapital.com website, which is a website maintained by one of the Company's investment managers, Calculus Capital Limited. The maintenance and integrity of the website maintained by Calculus Capital Limited is, so far as it relates to the Company, the responsibility of Calculus Capital Limited. The work carried out by the Auditor does not involve consideration of the maintenance and integrity of this website and accordingly, the Auditor accepts no responsibility for any changes that have occurred to the Accounts since they were initially presented on the website. Visitors to the website need to be aware that legislation in the United Kingdom covering the preparation and dissemination of the Accounts may differ from legislation in their jurisdiction.

We confirm that to the best of our knowledge:

• the Accounts, prepared in accordance with UK accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and

• the Annual Report includes a fair review of the development and performance of the business and the position of the Company together with a description of the principal risks and uncertainties that it faces.

On behalf of the Board

Michael O'Higgins

Chairman

20 June 2016

NON-STATUTORY ACCOUNTS

The financial information set out below does not constitute the Company's statutory accounts for the year ended 29 February 2016 and the year ended 28 February 2015 but is derived from those accounts. Statutory accounts for 2015 have been delivered to the Registrar of Companies, and those for 2016 will be delivered in due course. The Auditor has reported on those accounts; their report was (i) unqualified, (ii) did not include a reference to any matters to which the Auditor drew attention by way of emphasis without qualifying their report and (ii) did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006. The text of the Auditor's report can be found in the Company's full Annual Report and Accounts at www.calculuscapital.com.

Income Statement

for the year ended 29 February 2016

The total column of these statements on the previous page represents the Income Statement of the Ordinary share fund and C Share Fund. The total column of this statement represents the Company's Income Statement.

The revenue and capital return columns are both prepared in accordance with the AIC SORP.

All items in the above statement derive from continuing operations. No operations were acquired or discontinued during the year.

There is no other comprehensive income as there were no other gains or losses other than those passing through the Income Statement.

The notes of pages 44 to 66 form an integral part of these Accounts.

Statement of Changes in Equity

for the year ended 29 February 2016

The notes on pages 44 to 66 an integral part of these Accounts.

Statement of Financial Position

at 29 February 2016

The notes on pages 44 to 66 form an integral part of these Accounts.

The financial statements on pages 35 to 66 were approved by the Board of directors of Calculus VCT plc and were authorised for issue on 20 June 2016 and were signed on its behalf by:

Michael O'Higgins

Chairman

Registered No. 07142153 England & Wales

Statement of Cashflows

for the year ended 29 February 2016