NCA.L Regulatory News (NCA)

30 Jun 2022 07:00

 

Company number: 05352611

New Century AIM VCT plc

28th February 2022

Audited Report and Accounts for the year to 28th February 2022

Financial Summary	1
Chairman's Statement	2
Details of Directors	3
Management and Administration	4
Directors	5
Strategic Report	6
Investment Portfolio	8
Top Ten Investments	12
Directors' Report	13
Directors’ Remuneration Report	17
Corporate Governance	19
Independent Auditor's Report	23
Statement of Comprehensive Income	31
Balance Sheet	32
Statement of Changes in Equity	33
Cash Flow Statement	34
Notes to the Financial Statements	35 - 46
Shareholder Information	47

Financial Summary

	Year ended 28 February 2022	Year ended 28 February 2021
Revenue return per share (pence) for the year	(0.33)	(0.47)
Total return per share (pence) for the year	1.53	38.49
Interim dividend paid per share (pence)	-	1.50
Proposed final dividend per share (pence)	2.0	6.50
Net asset value per share (pence)	97.99	102.96
Cumulative value of shareholder investment (net asset value plus cumulative dividends paid per share) (pence)	133.31	131.78
Shareholders’ funds (£’000)	7,703	8,094

Chairman’s Statement

I am pleased to be taking over as your new Chairman to ensure that the Company carries out your wishes.

The Board is aware that there has been deep dissatisfaction by a majority of shareholders at the disappointing long term performance of the fund. The Board is also aware of how difficult it can be to sell shares in the company and how the shares are usually priced at a large discount to their net asset value. Shareholders are also disadvantaged by the wide spread between the buying and selling price. This dissatisfaction was demonstrated in August 2021 when 70.3% of shareholders voting, voted against the AGM motion to continue with the fund. As a result, a General Meeting was held in December 2021, to vote on whether or not to wind up the company. At this meeting 71.93% of the shareholders that voted were in favour of winding up the company. In order to wind up the company, a 75% majority is required. Such was the strength of opposition to wind up the company, former New Century Aim VCT chairman, John Brice, wrote to shareholders, pointing out the dismal performance of the fund and with my backing, put forward a motion to remove the rest of the Board. The remaining Board members felt that they no longer represented the wishes of the majority of the company’s shareholders and consequently, in January, 2022, decided to resign. The following month, John Brice and Simon Bragg joined me as directors of the company. The new Board stated that it was their intention to focus on ways to enhance shareholder value.

As mentioned in the investment manager’s report, the fund, after adding in all the dividends, has only increased by 33.31% over just over 17 years. This dismal performance has continued, with the net asset value falling to 88.73p per share as at the 31 May 2022. Adding in the cumulative dividends, the overall gain since March 2005 has only been 24.05%. Adjusting for the discount to net asset value and the dealing spread, that gain would be greatly trimmed back for sellers of the shares – that is if they could actually sell them.

Bearing in mind the above factors and the substantial number of shareholders that wished the fund to close, the Board has listened to the Company’s shareholders and decided that the best way to maximise shareholders’ returns would be to return as much value to shareholders as possible. With this in mind, the Board approached its legal advisors to seek advice on the best way to achieve this. Following these discussions, the Board decided that the most efficient and cost effective way to do this would be to realise funds in a sensible and controlled fashion and distribute these to shareholders in a succession of dividends. With this in mind, the Board recently requested the investment manager to refrain from buying and to realise investments to enable the payment of a large initial interim dividend. Several sales have since taken place while maintaining VCT qualifying status. Many shareholders will be aware of the recent weakness of the UK market and in particular the AIM market. Consideration will be given to the prevailing market conditions when winding down the fund. With this in mind, the directors will hold off selling if they feel that it is an unfavourable time for disposing of the investments.

With the recent sales that have taken place, we have raised enough to pay a 9.0p per share dividend which we intend to pay as an interim dividend for the year ended 28 February 2023. This interim dividend will have an ex-dividend date of 7 July, a record date of 8 July and a payment date of 22 July. Distribution of this cash will result in the level of qualifying investments increasing well above the 80% level at which it remains qualifying. The Board also proposes to pay a final dividend of 2.0p per share for the year ended 28 February 2022, subject to shareholders approval at the AGM. If approved, this dividend will have an ex-dividend date of 15 August, a record date of the 19 August and a payment date of 2 September 2022.

Another situation which the directors are dealing with is the appointment of new auditors. Our current auditors, UHY have informed us of their change in strategy and the sectors in which they operate and have consequently notified us of their intention to not seek reappointment as auditors when the current audit of the fund has been completed. The directors are actively seeking suitable auditors to replace them. Oberon has also announced its decision to resign as bookkeepers to the fund and we are currently looking for a replacement.

Michael Barnard

Chairman

29 June 2022

Details of Directors

Michael Barnard (Aged 71)

Michael has been employed in stockbroking since 1971. In 1974 he became a Member of the Stock Exchange. During his career his duties have spanned investment advising, investment research, dealing and company management. In 1988 he started his own stockbroking company, MD Barnard & Company Limited which he subsequently sold on 30 November 2017.

John Brice (Aged 60)

Following a 30-year career in the asset management industry John Brice now runs his family office network of companies. Previously he was President, Chief Investment Officer and co-founder of CarVal Investors LLC a leading alternative asset manager involved in special situation, distressed and opportunistic investment. Under his leadership the firm grew to manage over $10bn of capital on behalf of leading global institutional investors and sovereign wealth funds, consistently producing top quartile returns and recognised as one of Wall St’s leading firms in its space as a result. He was responsible for pioneering this type of investment in Europe having led restructurings in a number of prominent European companies including Marconi PLC and British Energy PLC in the UK. He has extensive experience in the private equity and hedge fund fields. He is a qualified chartered accountant and holds a B.Sc. in Economics from Cardiff University.

Simon Bragg (Aged 58)

Simon is Founder and Chief Executive of JSB Energy Partners Limited. He was formerly Chairman and Chief Executive of Stifel Europe. Stifel acquired Oriel Securities in 2014, which he founded and launched in 2002. Prior to this role, Simon worked at HSBC Investment Bank, Cargill Financial Markets and Hoare Govett. He has over twenty years' experience in financial services, helping companies and investors to be successful. He is a non-executive director of Intralink Group Limited and was a director and Audit Committee Chairman of JP Morgan American Investment Trust PLC. Simon graduated from Imperial College, London with a degree in Chemistry and qualified as a Chartered Accountant with Peat Marwick Mitchell (KPMG).

Geoffrey Gamble (Aged 63)

Geoffrey started his career with National Westminster Bank plc. He joined Publishing Holdings plc in 1984 and became a director in 1986. He took part in an MBO in 1988, backed by Schroder Ventures (now Permira) to form Charterhouse Communications Group Limited and was instrumental in the satisfactory venture capital exit from that company and its flotation on AIM in 1996. He became managing director of Charterhouse Communications plc in 1999.

Peter William Riley (Aged 77)

Peter qualified as a solicitor in 1969. He retired from practice in 2018.

Ian Cameron-Mowat (Aged 71)

Ian has a BSc 1st degree in electronics and was involved in the early development of computers at Burroughs Machines. He is currently a consultant radiologist to a NHS Trust.

Simon Like (Aged 52)

Simon started his career working for Midland Bank, which later became HSBC plc, and has been employed in stockbroking since 2001. Since then Simon has been managing client money and is one of the senior fund managers at Oberon Investments Limited.

Management and Administration

Registered Office & Registered Number	4th Floor, 50 Mark Lane LondonEC3R 7QR Company Number: 05352611
Company Secretary	Tricor Secretaries Limited 4th Floor, 50 Mark Lane LondonEC3R 7QR
Registrar	Neville Registrars Limited Neville House Steelpark Road Halesowen B62 8HD
Solicitors	Dickson Minto Broadgate Tower 20 Primrose Street LondonEC2A 2EW
Investment Manager and Broker	Oberon Investments Limited 1st Floor 12 Hornsby Square Southfields Business Park Basildon EssexSS15 6SD
Auditor	UHY Hacker Young LLP Quadrant House 4 Thomas More Square LondonE1W 1YW

Directors

The following people were directors of the Company during its financial year ending 28 February 2022:

Michael David Barnard (Chairman)

John Brice (appointed 10 February 2022)

Simon Bragg (appointed 10 February 2022)

Geoffrey Gamble (resigned 28 January 2022)

Simon Like (resigned 28 January 2022)

Peter Riley (resigned 28 January 2022)

Ian Cameron-Mowat (resigned 28 January 2022)

All directors are non-executive.

Audit Committee:

Simon Bragg (Chairman)

John Brice

Strategic Report

Activities and status

The principal activity of the Company during the year was the making of long-term equity and loan investments in UK Listed, AIM traded and unquoted companies in the United Kingdom. The Company has been listed on the London Stock Exchange since 25 March 2005 and has been granted approval by Her Majesty’s Customs & Revenue as a Venture Capital Trust. The Chairman’s Statement on page 2 and the Investment Manager’s Review below give a review of developments during the year and of future prospects.

The directors consider that the Company was not at any time up to the date of this report a close company within the meaning of Section 414 of the Act.

Investment Manager’s Review

The AIM All Share index had a mixed performance throughout the year. It started positively and reached a high in September 2021, but then declined throughout the remainder of 2021 and in January and February 2022 it declined more sharply as investors became nervous of rising fuel costs, difficulties within many supply chains, rising inflation and interest rates and the Russian invasion of the Ukraine.

During the year to 28th February 2022 the net asset value (NAV) of your fund declined by 4.83% to 97.99p, compared to the AIM All Share index which fell 12.73% over the same period. The net asset value of the fund plus cumulative dividends per share increased by 1.16%.

The fund made nine qualifying investments in the period, investing in Arecor Therapeutics plc, Belluscura plc, Clean Power Hydrogen plc, Libertine Holdings plc, Lunglife AI Inc., Strip Tinning Holdings plc, Sulnox Group plc, Trellus Health plc and Truspine Technologies plc.

We made nine sales during the year where we either exited or top-sliced a holding, plus there were two takeovers of our investments and a significant share buy back in another.

The current year has started with continued volatility, as the macro-economic environment has become more challenging over the past 4 months. Your fund remains invested across a variety of sectors to help try and smooth out some of this volatility.

Investment Objective

New Century AIM VCT PLC is a Venture Capital Trust (“VCT”) established under the legislation introduced in the Finance Act 1995. The Company’s principal objectives as set out in the prospectus are to achieve long term capital growth through investment in a diversified portfolio of Qualifying Companies primarily quoted on AIM.

Principal risks and uncertainties

The Company invests its funds primarily in companies traded on AIM, which entail a higher degree of risk than investments in large listed companies. The main risk, therefore, arising from the Company’s activities is market price risk, representing the uncertain realisable values of the Company’s investments. Please refer to the Corporate Governance report on page 19 which provides evidence of the robust review the directors have performed to assess these risks, and also note 22 to these accounts which gives a detailed review of the Company’s risk management.

Environmental matters

Discussion in respect of environmental matters is not considered relevant or material to an understanding of the performance of the Company. The Company does not consider that Greenhouse Gas Emissions disclosure is relevant to the Company on the grounds of immateriality due to its not having its own premises or employees.

Key performance indicators

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

Viability Statement

In accordance with provision 1 of The UK Corporate Governance Code 2018 the directors have assessed the prospects of the Company over a longer period than the 12 months required by the “Going Concern” provision.

The Board regularly considers the Company’s strategy, including investor demand for the Company’s shares, and a three year period is therefore considered to be an appropriate and reasonable time horizon.

The Board has carried out a robust assessment of the principal risks facing the Company and its current position, including those which may adversely impact its business model, future performance, solvency or liquidity. The principal risks faced by the Company and the procedures in place to monitor and mitigate them are set out in note 22.

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

Based on the above assessment the Board confirms that it has a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the three year period to 28 February 2025.

Michael Barnard

Chairman 29 June 2022

Investment Portfolio

Security	Original Cost	Valuation at 28 Feb’22	Cost	Valuation
	£	£	%	%
Qualifying Investments	6,568,422	7,075,679	88.38	92.13
Non-qualifying Investments	507,733	248,037	6.83	3.23
	7,076,155	7,323,716	95.21	95.36
Uninvested funds	356,250	356,250	4.79	4.64
	7,432,405	7,679,966	100.00	100.00
Qualifying Investments
AIM quoted
Abingdon Health plc	35,218	4,088	0.47	0.05
Access Intelligence plc	10,053	27,000	0.14	0.35
Actual Experience plc	63,174	7,782	0.85	0.10
AFC Energy plc	50,254	114,219	0.68	1.49
Angle plc	119,347	143,048	1.61	1.86
Anglo African Oil & Gas plc	45,229	0	0.61	0.00
Arecor Therapeutics plc	12,816	21,041	0.17	0.27
Audioboom Group plc	121,167	1,070,910	1.63	13.94
Bango plc	7,563	32,375	0.10	0.42
Belluscura plc	100,506	239,444	1.35	3.12
Belvoir Lettings plc	23,320	46,800	0.31	0.61
Bigblu Broadband plc	163,569	198,718	2.20	2.59
Blackbird plc	96,735	369,600	1.30	4.81
Brighton Pier Group plc	50,253	24,375	0.68	0.32
C4X Discovery Holding plc	65,329	127,617	0.88	1.66
Clean Power Hydrogen plc	50,253	66,444	0.68	0.87
Cloudbuy plc	58,483	228	0.79	0.00
Coral Products plc	118,095	120,833	1.59	1.57
Creo Medical Group plc	30,053	51,145	0.40	0.67
Cyanconnode Holdings plc	376,755	87,901	5.07	1.14
DCD Media plc	562,800	1,564	7.57	0.02
Deepmatter Group plc	49,754	7,260	0.67	0.09
Deepverge plc	121,304	57,453	1.63	0.75
Destiny Pharma plc	50,254	53,846	0.68	0.70
Diaceutics plc	10,314	13,500	0.14	0.18
DP Poland plc	20,113	7,337	0.27	0.10
Ecsc Group plc	20,104	23,455	0.27	0.31
Eden Research plc	30,152	30,000	0.41	0.39
Falanx Group Ltd	150,964	63,324	2.03	0.82
Faron Pharmaceuticals Ltd	25,128	24,950	0.34	0.32
Feedback plc	100,508	59,042	1.35	0.77
Fusion Antibodies plc	12,064	9,640	0.16	0.13
Gear4Music Holdings plc	27,121	91,246	0.36	1.19
Gfinity plc	116,218	116,594	1.56	1.52
IDE Group Holdings plc	52,763	1,050	0.71	0.01
Ideagen plc	28,430	186,352	0.38	2.43
Security	Original Cost	Valuation at 28 Feb’22	Cost	Valuation
	£	£	%	%
Immotion Group plc	130,661	87,037	1.76	1.13
I-Nexus Global plc	70,353	5,520	0.95	0.07
Inspired Energy plc	51,370	265,571	0.69	3.46
Intelligent Ultrasound Group plc	170,848	145,313	2.30	1.89
K3 Business Technology Group plc	90,360	169,830	1.22	2.21
Keywords Studios plc	5,563	108,540	0.07	1.41
Kinovo plc	156,673	109,658	2.11	1.43
Libertine Holdings plc	75,378	112,500	1.01	1.46
Lightwaverf plc	45,233	2,647	0.61	0.03
Location Sciences Group plc	132,946	13,939	1.79	0.18
Lunglife AI Inc	20,102	20,453	0.27	0.27
M.Winkworth plc	64,320	155,200	0.87	2.02
Marechale Capital plc	133,828	34,450	1.80	0.45
Maxcyte Inc	25,128	156,784	0.34	2.04
Microsaic Systems plc	154,711	3,507	2.08	0.05
Mirriad Advertising plc	30,154	13,838	0.41	0.18
Myhealthchecked plc	200,550	180,306	2.70	2.35
N4 Pharma plc	60,304	14,070	0.81	0.18
Pelatro plc	25,128	9,160	0.34	0.12
PHSC plc	182,910	85,050	2.46	1.11
Polarean Imaging plc	30,154	109,600	0.41	1.43
Property Franchise Group plc	212,312	599,420	2.86	7.80
Quixant plc	6,935	19,200	0.09	0.25
Rosslyn Data plc	27,037	2,608	0.36	0.03
Scancell Holdings plc	130,618	113,901	1.76	1.48
Scholium Group plc	50,253	18,650	0.68	0.24
SEEEN plc	150,754	63,333	2.03	0.82
Solid State plc	40,134	185,625	0.54	2.42
SRT Marine Systems plc	4,523	10,850	0.06	0.14
Strip Tinning plc	15,890	14,441	0.21	0.19
Sysgroup plc	99,177	40,784	1.33	0.53
Touchstar plc	281,400	87,500	3.79	1.14
TP Group plc	109,278	19,571	1.47	0.25
Trellus Health plc	25,128	17,500	0.34	0.23
Tristel plc	28,651	245,156	0.39	3.19
ULS Technology plc	48,241	91,200	0.65	1.19
Verici Dx plc	35,178	68,250	0.47	0.89
Vianet Group plc	40,175	27,950	0.54	0.36
XP Factory plc	31,006	6,032	0.42	0.08
Yourgene Health plc	69,349	28,463	0.93	0.37
Yu Group plc	27,893	36,225	0.38	0.47
Total AIM quoted qualifying investments	6,266,768	6,999,814	84.32	91.14

Security	OriginalCost	Valuation at28 Feb’22	Cost	Valuation
	£	£	%	%
AQSE Quoted qualifying Investments
Sulnox Group plc	35,279	40,365	0.47	0.53
Truspine Technologies plc	50,253	35,500	0.68	0.46
	85,532	75,865	1.15	0.99

Unlisted qualifying investments
Invocas Group plc	100,400	0	1.35	0.00
Outsourcery plc	45,027	0	0.61	0.00
Optare plc	50,753	0	0.68	0.00
Syqic plc	19,943	0	0.27	0.00
	216,122	0	2.91	0.00
Total qualifying investments	6,568,422	7,075,679	88.38	92.13
Non-qualifying investments
AIM Quoted
Audioboom Group plc	1,163	2,190	0.02	0.03
Bango plc	291	370	0.00	0.00
Cyanconnode Holdings plc	131	15	0.00	0.00
Driver Group plc	8,992	3,980	0.12	0.05
Gateley Holdings plc	14,627	27,450	0.20	0.36
IDE Group Holdings plc	218	1	0.00	0.00
K3 Business Technology Group plc	131	170	0.00	0.00
Rotala plc	60,796	41,250	0.82	0.54
Tristel plc	60	334	0.00	0.00
	86,409	75,760	1.16	0.99
UK Listed
Aviva plc	22,268	20,985	0.30	0.27
Cizzle Biotechnology Holdings plc	35,179	70	0.47	0.00
Imperial Brands plc	23,763	16,385	0.32	0.21
Investec plc	202,821	113,688	2.73	1.49
Twentyfour Income Fund Ltd	9,852	8,960	0.13	0.12
Vodafone Group plc	20,590	12,189	0.28	0.16
	314,473	172,276	4.23	2.24

Security	OriginalCost	Valuation at28 Feb’22	Cost	Valuation
	£	£	%	%
Unlisted Investments
China Food Company plc	65,969	0	0.89	0.00
Gable Holdings Inc	12,112	0	0.16	0.00
Mar City plc	10,053	0	0.14	0.00
Sorbic International plc	18,717	0	0.25	0.00
	106,851	0	1.44	0.00
Total non-qualifying investments	507,733	248,037	6.83	3.23

Top Ten Investments

Security	Original Cost	Valuation at 28 Feb’22	Cost	Valuation
	£	£	%	%
Audioboom Group plc	122,330	1,073,100	1.65%	13.97%
Property Franchise Group plc	212,312	599,420	2.86%	7.80%
Blackbird plc	96,735	369,600	1.30%	4.81%
Inspired Energy plc	51,370	265,571	0.69%	3.46%
Tristel plc	28,711	245,490	0.39%	3.20%
Belluscura plc	100,506	239,444	1.35%	3.12%
Bigblu Broadband plc	163,569	198,718	2.20%	2.59%
Ideagen plc	28,430	186,352	0.38%	2.43%
Solid State plc	40,134	185,625	0.54%	2.42%
Myhealthchecked plc	200,550	180,306	2.70%	2.35%
			14.06%	46.14%

The investments tabulated above are expressed as a percentage of the Company’s investment portfolio including uninvested cash.

Directors’ Report

The directors present their report and the audited financial statements for the year to 28 February 2022.

Corporate Governance

The Corporate Governance report on pages 19 to 22 forms part of the directors’ report.

Results and dividends paid

		Year to28 February 2022		Year to28 February 2021
	Special
	DistributableReserve	RevenueReserve	CapitalReserves	RevenueReserve	CapitalReserves
	£’000	£’000	£’000	£’000	£’000
Return on ordinary activities after tax	-	(26)	146	(36)	3,063
Appropriated as follows:
Interim dividend paid in FY’21 for FY’21
Distributable reserves – Nil (1.50p) per share	-	-	-	(118)	-
Capital reserves – Nil (Nil) per share	-	-	-	-	-
Final dividend paid in FY’22 for FY’21
Distributable reserves – 6.50p (Nil) per share	(511)	-	-	-	-
Capital reserves – Nil (Nil) per share	-	-	-	-	-
Transfers to reserves	(511)	(26)	146	(154)	3,063

The directors propose a final dividend for the year ended 28 February 2022 of 2.0p per share, (2021: 6.5p final and 1.5p interim, making 8.0p per share in total).

Directors

The directors, and former directors, of the Company are required to notify their interests under Disclosure and Transparency Rule 3.12R. The membership of the Board and their beneficial interests in the ordinary shares of the Company are set out below:

	Year ended 28 February 2022	Year ended 28 February 2021
Michael Barnard John Brice Simon Bragg Geoffrey Gamble Peter William Riley Ian Cameron-Mowat Simon Like	2,159,035 290,998 - 97,125 59,185 110,904 8,800	2,159,035 NA NA 97,125 59,185 110,904 8,800

All of the directors’ share interests shown above are held beneficially. On the 7th April 2022, Michael Barnard purchased a further 30,649 shares in New Century Aim VCT, taking his holding to 2,189,684 shares, equivalent to 27.86% of the issued share capital. There have been no other changes in the directors’ share interests between 28 February 2022 and the date of this report.

Brief biographical notes on the directors are given on page 3.

None of the directors has a contract of service with the Company and, except as mentioned below under the heading “Management”, there were no contracts that subsisted during the year in which a director was materially interested and which was significant in relation to the Company’s business.

Management

M D Barnard & Co Ltd were the managers of the fund from inception until November 2017 when M D Barnard & Co Ltd was taken over by Oberon Investments Ltd. However, the investment management team remained unchanged. The principal terms of the Investment Management Agreement are set out in Note 6 to the Financial Statements.

Substantial shareholdings

As at 28 February 2022 the Company had been notified of the following shareholdings representing 3 per cent or more of the Company’s issued share capital during the year under review or at the date of this report:

	Number	Percentage of share capital
Michael Barnard Geoffrey Williams Nigel Shanks David Trotman John Brice Roger Carey	2,159,035 391,570 364,820 324,000 290,988 241,048	27.47% 4.98% 4.64% 4.12% 3.70% 3.07%

Acquisition of own shares

During the year the Company did not re-purchase any of its own shares.

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

Throughout the Company’s financial year there were 7,860,937 ordinary shares in issue. No shares were issued or bought back during the year. The rights and obligations attached to the Company’s ordinary shares are set out in the Company’s Articles of Association, copies of which can be obtained from Companies House. The Company has only one class of ordinary share and each share has attached to it full voting rights, dividends and capital distribution rights (including on a winding up) and do not confer any rights of redemption.

Ordinary shareholders also have the right to receive copies of the Company’s report and accounts, to attend and speak at general meetings and to appoint proxies.

There is one shareholder with a significant shareholding in the Company, being Michael Barnard, with 27.47% shareholding as at 28 February 2022. He is also a director of the Company and taken together he is considered to have a significant influence over the Company. Other than Michael Barnard, there are no other shareholders who have a significant direct or indirect shareholding in the Company.

In accordance with Schedule 7 of the Large and Medium Size Companies and Groups (Accounts and Reports) Regulations 2008, as amended, the directors disclose the following information:

The Company’s capital structure and voting rights are summarised above, and there are no restrictions on voting rights nor any agreement between holders of securities that result in restrictions on the transfer of securities or on voting rights;There exist no securities carrying special rights with regard to the control of the Company;The rules concerning the appointment and replacement of directors, amendment of the Articles of Association and powers to issue or buy back of the Company’s shares are contained in the Articles of Association of the Company and the Companies Act 2006;The Company does not have an employee share scheme;There are no agreements to which the Company is party that may affect its control following a takeover bid; andThere are no agreements between the Company and its directors providing for compensation for loss of office that may occur following a takeover bid or for any other reason.

Appointment of Directors

The directors are subject to re-election by rotation, with one of the directors being re-elected annually at the AGM. This year, given that Michael Barnard is the longest serving director, he is the director who is subject to this retirement by rotation and re-election. In addition, all directors who have been appointed since the last AGM are also subject to re-election.

Creditor payment policy

The Company’s payment policy is to agree terms of payment before business is transacted and to settle accounts in accordance with those terms. The Company’s principal expenses such as investment management fees and administration fees are paid quarterly in arrears in accordance with the respective agreements. Accordingly the Company had no material trade creditors at the year end.

Streamlined Energy and Carbon Reporting

There are reporting requirements which make it mandatory for companies to report the amount of energy they use during their financial year. The Company’s energy usage is below the de minimis level of 40,000kWh.

Post balance sheet events

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

Section 172 (1) of the Companies Act 2006

The Board notes the disclosure regulations contained within ‘The Companies (Miscellaneous Reporting) Regulations 2018 and confirms that when making decisions it acts in a way which promotes the success of the Company for the benefit of its members as a whole, and in doing so has regard (amongst other matters) to the following:

the likely consequences of any decision over the long term;the need to foster the Company’s business relationships with its suppliers;the desirability of the Company maintaining a reputation for high standards of business conduct; andthe need to act fairly as between members of the Company.

The Board also recognises the requirement under Section 414c of the Companies Act 2006 to detail information about environmental matters (including the impact of the Company’s business on the environment), employee, human rights, social and community issues, including information about any policies it has in relation to these matters and effectiveness of these policies.

Given the size and nature of the Company’s activities and the fact that it has no full-time employees and only non-executive directors, the Board considers there is limited scope to develop and implement social and community policies. However, the Company recognises the need to conduct its business in a manner responsible to the environment where possible.

The Board believes that the key stakeholders in the business are the Company’s shareholders (ie the investors in the Company). The Board communicates with these key stakeholders as explained in the ‘Relations with shareholders’ section in the Corporate Governance chapter on page 20 in these Financial Statements.

Going Concern

In accordance with FRC Guidance for directors on going concern and liquidity risk the directors have assessed the prospects of the Company having adequate resources to continue in operational existence for at least 12 months from the date of approval of these financial statements. The directors took into account the nature of the Company’s business and Investment Policy, its risk management policies, the diversification of its portfolio, the cash holdings and the liquidity of its investments. The Company’s business activities, together with factors likely to affect its future development, performance and position including the financial risks the Company is exposed to are set out in the Strategic Report on page 6 and in note 22 to the accounts.

As a consequence, the directors have a reasonable expectation that the Company has sufficient cash and liquid investments to continue to operate and that the Company will be able to manage its business risks successfully and meet its liabilities as they fall due. Thus, the directors believe it is appropriate to continue to adopt the going concern basis, as also disclosed in the Corporate Governance report on page 19, in preparing the financial statements.

Auditor

UHY has indicated its intention to resign as auditor for the Company and will therefore not be recommended for re-appointment at this year’s AGM. The reason for the resignation of UHY is as a result of a firm wide strategic review conducted by UHY.

Statement of disclosure to auditor

So far as the directors are aware:

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

2. the directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information.

By Order of the Board

Michael Barnard

Chairman

29 June 2022

Directors’ Remuneration Report

The Board has prepared this report in accordance with the requirements of the Companies Act 2006. A resolution to approve this report will be included in the AGM Notice.

Directors’ remuneration policy

The Company does not have any executive directors and, as permitted under the Listing Rules, has not, therefore, established a remuneration committee. Directors, with the exception of the former chairman Mr Gamble, do not receive any remuneration or fees.

The directors shall be paid by the Company all travel, hotel and other expenses they may incur in attending meetings of the directors or general meetings or otherwise in connection with the discharge of their duties. Any director who, by request of the directors, performs special services may be paid such extra remuneration as the directors may determine.

Directors’ remuneration (audited)

None of the directors received any remuneration from the Company during the year under review, with the exception of the former chairman Mr Gamble, who received a fee of £5,000 (2021: £5,000). No other emoluments or pension contributions were paid by the Company to, or on behalf of, any director. None of the directors has a service contract with the company. It is expected that the directors will continue not to receive any remuneration for their services in the forthcoming years.

Performance

The directors consider that the most appropriate measure of the Company’s performance is its Cumulative Value of Shareholder Investment (net asset value plus cumulative dividends). The Company’s Cumulative Value of Shareholder Investment at 28 February 2022 and 28 February 2021 are set out in the Financial Summary on page 1.

Total shareholder return

[graph omitted]

The above graph shows the Company’s total shareholder return compared to that of the FTSE AIM All Index total return for the period since listing on the London Stock Exchange.

By Order of the Board

Michael Barnard

Chairman

29 June 2022

Corporate Governance

The directors support the relevant principles of the UK Corporate Governance Code issued in July 2018 by the Financial Reporting Council, being the principles of good governance and the code of best practice as set out in the Main Principles of the Code annexed to the Listing Rules of the Financial Conduct Authority.

The UK Corporate Governance Code (‘the UK Code’) is available at the following location: www.frc.org.uk/corporate/ukcgcode.cfm

Going concern

Bearing in mind that the assets of the Company consist mainly of marketable securities, the directors are of the opinion that at the time of approving the Financial Statements, the Company has adequate resources to continue in operational existence for the foreseeable future. In addition the Company has no employees and therefore its operations are not impacted by the recent Covid-19 pandemic. For this reason, they continue to adopt the going concern basis in preparing the Financial Statements. In coming to this conclusion the directors have concluded that the Company’s going concern status would only be at threat if (i) the value of its portfolio declined by more than 98% from its bid-price value (whether from Covid-19 or any other reason) as at 28 February 2022 of £7,323.7k (excluding cash of £356k), and (ii) that it could not dispose of any of its portfolio during or after such a decline in value, and (iii) that it could not reduce its current cost base. Such a set of circumstances would, in the Board’s opinion, be very unlikely.

The Board

The Company is led and controlled by a Board of directors who are all non-executive and who either had relevant experience with quoted companies prior to their appointment or had a good knowledge base of the rules and regulations concerning a director’s responsibilities with listed companies. It was therefore not thought necessary to provide further training, above that which they already undertake, in respect of their obligations and duties. The Chairman is Michael Barnard. Biographical details of all Board members are shown on page 3.

One Director is subject to re-election at each AGM by rotation, plus any director who has been appointed since the last AGM.

During the year the following were held:

4 full board meetings	2 Audit Committee meetings
24 June 2021 – Attended by G Gamble, S Like, and P Riley. 28 October 2021 – All directors who held office at that time attended. 16 October 2021 – All directors who held office at that time attended. 28 January 2022 – All directors who held office at that time attended.	23 June 2021 - All members who held office at that time attended. 27 October 2021 – All members who held at that time office attended.

The Board has also established procedures whereby directors wishing to do so in the furtherance of their duties may take independent professional advice at the Company’s expense.

All directors have access to the advice and services of the Company Secretary. The Company Secretary provides the Board with full information on the Company’s assets and liabilities and other relevant information requested by the Chairman, in advance of each Board meeting.

The Board believes that the financial statements present a balanced and understandable assessment of the Company’s position and prospects. The Audit Committee meets at least twice a year. Under the chairmanship of a non-executive director, its membership comprises Simon Bragg and John Brice.

During the year up to the date of his resignation on 28 January 2022, the Audit Committee was chaired by the former Chairman, Geoffrey Gamble. The other members of the Audit Committee prior to the 28 January 2022 were Peter Riley and Ian Cameron-Mowat. Since then the Audit Committee has been chaired by Simon Bragg. The Audit Committee reviews the financial statements and is reported to by the external auditors. The Audit Committee did not identify or consider any significant issues relating to the financial statements as substantially all the investments are valued by reference to publicly quoted prices. Further, the Audit Committee keeps under review the cost effectiveness, independence and objectivity of the auditors. A formal statement of independence is received from the external auditors each year. The terms of reference of the Audit Committee are available for inspection at the Company’s registered office.

The Audit Committee is satisfied with the performance of UHY Hacker Young. However, following UHY Hacker Young’s decision to resign, the Company will not be recommending their reappointment at the AGM and will be seeking the services of another firm for this year’s audit.

The investment manager is authorised and regulated by the Financial Conduct Authority and the directors of this Company review the Independent Auditors’ Report of Oberon Investments Limited to ensure that there are no adverse findings with regard to its financial controls.

Relations with shareholders

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

Separate resolutions are proposed at the AGM on each substantially separate issue. The Registrars collate proxy votes and the results (together with the proxy forms) are forwarded to the Company Secretary immediately prior to the AGM. In order to comply with the Governance Code, proxy votes will be announced at the AGM, following each vote on a show of hands, except in the event of a poll being called.

Financial Reporting

The statement of directors’ responsibilities for preparing the financial statements is set out on page 22, and a statement by the auditors about their reporting responsibilities is set out in the Auditor’s Report on page 28.

Internal control

The directors are responsible for the Company’s system of internal control. Although no system of internal control can provide absolute assurance against material misstatement or loss, the Company’s systems are designed to provide the directors with reasonable assurance that problems are identified on a timely basis and dealt with appropriately.

The directors have conducted a review of the effectiveness of the system of internal control for the year covered by the financial statements. This accords with the FRC’s guidance on Risk Management, internal control and related Financial and Business reporting.

Although the Board is ultimately responsible for safeguarding the assets of the company, the Board has delegated, through written agreements, the day-to-day operation of the Company to Oberon Investments Limited.

Compliance statement

The Listing Rules require the Board to report on compliance with the Governance Code provisions throughout the accounting year. The Comply or Explain Section of the UK Code does however acknowledge that some provisions may have less relevance for investment companies. With the exception of the limited items outlined below, the Company has complied throughout the accounting year to 28 February 2022 with the provisions set out in Sections A to E of the Governance Code.

1. The Board has not appointed a nominations committee as they consider the Board to be small and it comprises wholly non-executive directors. Appointments of new directors are dealt with by the full Board.

2. New directors do not receive a full, formal and tailored induction on joining the Board. Such matters are addressed on an individual basis as they arise.

3. Due to the size of the Board and the nature of the Company’s business, a formal performance evaluation of the Board, its committees, the individual directors and the Chairman has not been undertaken. Specific performance issues are dealt with as they arise.

4. The Company has three directors of which John Brice and Simon Bragg are independent directors, as defined by the Governance Code issued in July 2018. The Board consider that John Brice and Simon Bragg are independent in character and judgement and there are no relationships or circumstances which are likely to affect, or could appear to affect the directors’ judgement. The Board considers that all directors have sufficient experience to be able to exercise proper judgement within the meaning of the Governance Code.

5. The Company does not have a chief executive officer or senior independent director. The Board does not consider this to be necessary for the size of the company.

6. The Company does not conduct a formal review as to whether there is a need for an internal audit function. The directors do not consider that an internal audit would be an appropriate control for a venture capital trust.

7. The Audit Committee is now chaired by Simon Bragg.

8. The non-executive directors do not have service contracts, whereas the recommendation is for fixed term renewable contracts.

9. Other than Michael Barnard, the Company has no major shareholders so shareholders are not given the opportunity to meet any new non-executive directors at a specific meeting other than the AGM.

Statement of directors’ responsibilities

United Kingdom company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the revenue of the Company for that year. In preparing those financial statements, the directors are required to:

select suitable accounting policies and apply them consistently;make judgements and estimates that are reasonable and prudent;state whether applicable accounting standards have been followed; andprepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for ensuring that proper accounting records are kept, which disclose with reasonable accuracy at any time the financial position of the company, enabling them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for the Company’s system of internal control, for safeguarding the assets of the Company and for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Responsibility statement

The directors confirm that to the best of their knowledge:

1. the financial statements, prepared in accordance with United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), give a true and fair view of the assets, liabilities, financial position and profit or loss of the company; and

2. the Directors’ Report includes a fair review of the development and performance and position of the company, together with a description of the principal risks and uncertainties that it faces.

3. the directors consider that the annual report and financial statements are fair, balanced and understandable, providing appropriate information to shareholders to assess the performance, business model and strategy of the Company and therefore the Board recommends the approval of the financial statements at the forthcoming AGM.

By Order of the Board

Michael Barnard

29 June 2022

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

Opinion

We have audited the Financial Statements of New Century AIM VCT plc for the year ended 28 February 2022, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity, the Cash Flow Statement and notes to the Financial Statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 “The Financial Reporting standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

give a true and fair view of the state of the Company's affairs as at 28 February 2022 and of the Company's return for the year then ended;have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; andhave been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the Financial Statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Our approach to the audit

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the Financial Statements. In particular, we looked at where the Directors made subjective judgements, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain.

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the Financial Statements as a whole, taking into account an understanding of the structure of the Company, their activities, the accounting processes and controls, and the industry in which it operates. Our planned audit testing was directed accordingly and was focused on areas where we assessed there to be the highest risk of material misstatement.

The audit team met and communicated regularly throughout the audit with the Audit Committee and the Investment Manager in order to ensure we had a good knowledge of the business of the Company. During the audit, we reassessed and re-evaluated audit risks and tailored our approach accordingly.

The audit testing included substantive testing on significant transactions, balances and disclosures, the extent of which was based on various factors such as our overall assessment of the control environment, the design effectiveness of controls and the management of specific risk.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant findings, including any significant deficiencies in internal control that we identified during the audit.

Key audit matters

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

These matters were addressed in the context of our audit of the Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all risks identified during our audit. Going concern is a significant key audit matter and is described below. In arriving at our audit opinion above, the other key audit matters were as follows:

Key risks	How our audit addressed the key audit matters
Valuation of Investments and recognition of realised gains and losses   The investment portfolio and associated realised and unrealised gains and losses are the key driver to the financial performance of the Company. Due to the nature of the Company’s business there is an inherent risk that if incorrectly valued this will have the greatest impact on both the income statement and balance sheet.   The investment portfolio at the year-end had a carrying value of £7,323,716, made up of quoted investments.	Our audit work included, but was not restricted to:   Testing the value of the year-end investments by reference to market price information.   Agreeing the purchase and sale of investments to contract notes and cash movements on a sample basis.   Recalculating the realised gains and losses on the sale of investments for both the individual transactions on a sample basis and for the total portfolio.   Checking the movement in unrealised gains for arithmetical accuracy and validating by reviewing the opening costs to prior year balances and purchases on a sample basis.   The portfolio is maintained by the investment manager in accordance with the investment management agreement. We agreed the investment portfolio to a signed confirmation provided by the investment advisor detailing each investment, the cost and market price.   The company's accounting policy on fixed asset investments held at fair value through profit or loss is shown in note 4 to the Financial Statements and related disclosures are included in note 12.   Key observations Our testing did not identify any material misstatements in the valuation of the Company’s investment portfolio as at the year end.
Compliance with the VCT rules   Compliance with the VCT rules is necessary to maintain the VCT status and associated tax benefits.	Our audit work included, but was not restricted to:   Review of the design and implementation of controls around the ongoing internal assessment and monitoring of VCT compliance. We obtained an understanding of the processes adopted and evidenced the work completed by the Investment Manager on documenting compliance with the key VCT rules and management’s review of this on a regular basis.   Testing the twelve conditions for maintaining approval as a VCT as set out by HMRC. Each of the conditions was reviewed in turn in order to assess whether it had been met as at the year-end.   Key observations We reviewed the documentation maintained, that confirmed the Company was in compliance with the VCT rules during the period and at the year end, furthermore our own testing of compliance with the individual VCT rules did not identify any breaches.

Our application of materiality

The scope and focus of our audit was influenced by our assessment and application of materiality. We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements on our audit and on the Financial Statements.

We define Financial Statement materiality as the magnitude by which misstatements, including omissions, could reasonably be expected to influence the economic decisions taken on the basis of the Financial Statements by reasonable users.

In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the Financial Statements as a whole.

Materiality Measure	Company
Overall materiality	We determined materiality for the Financial Statements as a whole to be £154,000. The prior year materiality was £122,000.
How we determine it	Based on a benchmark of 2% of gross assets.   The prior year’s materiality was based on 1.5% of gross assets. We have increased this in the current year to 2% because we believe the audit to be low risk due to minimal adjustments being made in previous years. UHY methodology allows for a range of 0.5% - 2% of gross assets to be used for public interest entities.
Rationale for benchmarks applied	We believe 2% of gross assets to be the most appropriate benchmark as it primarily comprises the Company’s investment portfolio, which is considered to be the key driver of the Company’s total return performance and forms part of the net asset value calculation being the performance measure investors use to assess the Company’s performance.
Performance materiality	On the basis of our risk assessment, together with our assessment of the Company’s control environment, our judgement is that performance materiality for the Financial Statements should be 75% of materiality and was set at £115,500.
Specific materiality	We also determine a lower level of specific materiality for certain areas such as directors’ remuneration. Area materiality for the disclosure of the cash element of directors’ remuneration has been set at £2,000 and performance materiality of £1,000.
Reporting threshold	We agreed with the Audit Committee that we would report to them all misstatements over £7,700 (5% of overall materiality) identified during the audit, as well as differences below that threshold that, in our view, warrant reporting on qualitative grounds. We also report to the Audit Committee on disclosure matters that we identified when assessing the overall presentation of the Financial Statements.

Conclusions relating to going concern

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

Evaluation of management assessment

Key observations

The Company’s cash flow forecasts to February 2025 (‘the going concern period’) have been approved by the Board. These are prepared based on certain key assumptions, against which plausible sensitivities have been applied.   The forecast shows that the Company has at all times available cash and liquidity to meets its liabilities as they fall due.   We evaluated the Director’s going concern assessment and performed the following procedures:   We assessed the appropriateness of the cash flow forecasts in the context of the Company’s 2022 financial performance and evaluated the Director’s sensitivities performed against this forecast.   We evaluated the key assumptions in the forecast, which were consistent with our knowledge of the business and considered whether these were supported by the evidence we obtained.   We compared the prior year forecast against current year actual performance to assess management’s ability to forecast accurately.   We reviewed the post year end portfolio and bank statement.   We examined and confirmed the Directors’ assessment of the liquidity of the AIM and AQSE listed shares.   We also reviewed the disclosures relating to going concern basis of preparation and found that these provided an explanation of the Directors’ assessment that was consistent with the evidence we obtained.

At 28 February 2022, the Company held cash of £356k held by the investment manager.   Based on the audit procedures performed we concluded that the Company has appropriately adopted the going concern basis of preparation.   Further we did not identify any material disclosures that should be included regarding any material uncertainty in respect of the going concern basis of preparation.

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

In relation to the Company reporting on how they have applied the relevant principles of the UK Corporate Governance Code issued in July 2018 by the Financial Reporting Council, being the principles of good governance and the code of best practice as set out in the Main Principles of the Code annexed to the Listing Rules of the Financial Conduct Authority, we have nothing material to add or draw attention to in relation to the Directors’ statement in the Financial Statements about whether the Directors considered it appropriate to adopt the going concern basis of accounting.

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

Other information

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

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

If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; orthe Financial Statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the accounting records and returns; orcertain disclosures of Directors’ remuneration specified by law are not made; orwe have not received all the information and explanations we require for our audit.

Corporate Governance Statement

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

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

Directors’ statement with regards the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified, set out on page 19;Directors’ explanation as to its assessment of the Company’s prospects, the period this assessment covers and why the period is appropriate, set out on page 7;Directors’ statement on fair, balanced and understandable, set out on page 22;Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks, set out on page 7;The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems, set out on page 20; andThe section describing the work of the Audit Committee, set out on pages 19 and 20.

Responsibilities of Directors

As explained more fully in the Statement of Directors’ Responsibilities set out on page 22, the Directors are responsible for the preparation of the Financial Statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of Financial Statements that are free from material misstatement, whether due to fraud or error.

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

Auditor’s responsibilities for the audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Financial Statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Based on our understanding of the Company and the industry in which it operates, we identified that the principal risks of non-compliance with laws and regulations related to HMRC VCT rules, employment and health and safety regulation, anti-bribery, corruption and fraud, and we considered the extent to which non-compliance might have a material effect on the Financial Statements. We also considered those laws and regulations that have a direct impact on the preparation of the Financial Statements such as FRS102, Companies Act 2006 and the UK Corporate Governance Code. We evaluated management’s incentives and opportunities for fraudulent manipulation of the Financial Statements (including the risk of override of controls), and determined that the principal risks were related to inflated investment valuations and profit.

We understood how the Company is complying with those legal and regulatory frameworks by making inquiries to the investment manager and the Audit Committee. We corroborated our inquiries through our review of Board minutes and papers provided to the Audit Committee.

We assessed the susceptibility of the Company financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:

identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;assessing the extent of compliance with the relevant laws and regulations as part of our procedures on the related financial statement item.

We reviewed the Financial Statement disclosures to underlying supporting documentation, made enquiries of management in so far as they related to the Financial Statements, and tested of the valuation of investments and evaluating whether there was evidence of bias by the Directors that represented a risk of material misstatement due to fraud.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the Financial Statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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

Other matters which we are required to address

Following the recommendation of the Audit Committee, we were appointed by New Century AIM VCT plc to audit the Financial Statements for the year ending 28 February 2009 and subsequent financial periods. The period of total uninterrupted engagement is 14 years, covering the years ending 28 February 2009 to 28 February 2022.

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

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

Use of our report

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

Daniel Hutson (Senior Statutory Auditor)

For and on behalf of

UHY Hacker Young

Chartered Accountants

Statutory Auditors

Quadrant House

4 Thomas More Square

London, E1W 1YW

29 June 2022

Statement of Comprehensive Income (incorporating the revenue accounts)

for the year to 28 February 2022

		Year ended 28 February 2022					Year ended 28 February 2021
	Notes	Revenue £’000	Capital £’000		Total £’000		Revenue £’000			Capital £’000		Total £’000
Gains on investments
- realised		-	448		448		-			295		295
- unrealised		-	(236)		(236)		-			2,817		2,817
Income	5	69	-		69		36			-		36
Investment management fee	6	(22)	(66)		(88)		(16)			(49)		(65)
Other expenses	7	(73)	-		(73)		(56)			-		(56)
		________	________		________		________			________		________
Return on ordinary activities before taxation		(26)	146		120		(36)			3,063		3,027
Tax credit/ (charge) on ordinary activities	9	-	-		-		-			-		-
		________	________		________		________			________		________
Return on ordinary activities after taxation		(26)	146		120		(36)			3,063		3,027
Return per ordinary share (pence)	11	(0.33)	1.86		1.53			(0.47)		38.96			38.49

The notes on pages 35 to 46 form an integral part of these financial statements.

All revenue and capital items in the above statement are from continuing operations in the current year. No operations were acquired or discontinued in the current year. Other than as shown above, the Company had no recognised gains or losses. Accordingly, the above represents the total comprehensive income for the year.

Balance Sheet

at 28 February 2022

			Note	Year ended 28 February 2022   £’000				Year ended 28 February 2021 (as restated) £’000
	Fixed assets
	Investments		12			7,324				8,004
	Current assets
	Debtors		15			411				123
	Current liabilities
	Creditors: amounts falling due within one year		16			(32)				(33)
						7,703				8,094
	Capital and reserves
	Called up share capital		17			786				786
	Share premium		20			682				682
	Special distributable reserve		20			3,638				4,149
	Capital reserve – realised		20			1,810				1,143
	Capital reserve – unrealised		20			248				769
	Capital Redemption Reserve		20			400				400
	Revenue reserve		20			139				165
	Total equity shareholders’ funds					7,703				8,094
	Net asset value per ordinary share		18			98p				103p

The financial statements on pages 31 to 46 were approved and authorised for issue by the Board of directors on 29 June 2022 and were signed on its behalf by:

Michael Barnard

Chairman

The notes on pages 35 to 46 form an integral part of these financial statements.

Company’s registered number: 05352611

Statement of Changes in Equity

at 28 February 2022

		Sharecapital	Sharepremiumaccount	Capitalredemptionreserve	Specialdistributablereserve	Capitalrealised	Capitalunrealised	Revenuereserve	Total
		£’000	£’000	£’000	£’000	£’000	£’000	£’000	£’000
As restated at 1 March 2021		786	682	400	4,149	1,143	769	165	8,094
Realised gains		-	-	-	-	448	-	-	448
Transfer of unrealised gain to realised on disposal		-	-	-	-	285	(285)	-	-
Net revenue pre-tax		-	-	-	-	-	-	(26)	(26)
Capital element of investment management fee		-	-	-	-	(66)	-	-	(66)
Dividends paid		-	-	-	(511)	-	-	-	(511)
Unrealised decreases in value period		-	-	-	-	-	(236)	-	(236)
At 28 February 2022		786	682	400	3,638	1,810	248	139	7,703

	Sharecapital	Sharepremiumaccount	Capitalredemptionreserve	Specialdistributablereserve	Capitalrealised	Capitalunrealised	Revenuereserve	Total
	£’000	£’000	£’000	£’000	£’000	£’000	£’000	£’000
As at 1 March 2020	786	682	400	-	922	2,077	319	5,186
Realised gains	-	-	-	-	295	-	-	295
Transfer of unrealised loss to realised on disposal	-	-	-	-	(24)	24	-	-
Net revenue pre-tax	-	-	-	-	-	-	(36)	(36)
Capital element of investment management fee	-	-	-	-	(49)	-	-	(49)
Dividends paid	-	-	-	-	-	-	(118)	(118)
Unrealised increases in value in period	-	-	-	-	-	2,817	-	2,817
At 28 February 2021	786	682	400	-	1,143	4,918	165	8,094
Prior year adjustment inter reserve transfer	-	-	-	4,149	-	(4,149)	-	-
As restated at 28 February 2021	786	682	400	4,149	1,143	769	165	8,094

Note: Some columns on this page may not cast because of rounding differences.

Cash Flow Statement

for the year to 28 February 2022

	Note	Year ended 28 February 2022 £’000		Year ended 28 February 2021 £’000
Cash flow from operating activities
Cash used in operations	21		(217)		(112)
Net cash used in operating activities			(217)		(112)
Cash flows from investing activities
Investment income			69		36
Net cash from investing activities			69		36
Cash flows from financing activities
Sale of investments			1,278		836
Purchase of investments			(386)		(683)
Dividends paid			(511)		(118)
Net cash generated from financing activities			381		35
Net increase/(decrease) in cash and cash equivalents			233		(41)
Cash and cash equivalents at the beginning of the year			123		164
Cash and cash equivalents at the end of year	21		356		123

The notes on pages 35 to 46 form an integral part of these financial statements.

All cash is held on behalf of the VCT by Oberon Investments Limited as our Investment Manager, see note 21.

Notes to the Financial Statements

for the year to 28 February 2022

1. Company information

New Century AIM VCT PLC is a UK incorporated company whose registered office is:

4th Floor

50 Mark Lane

London EC3R 7QR

New Century AIM VCT PLC is a Venture Capital Trust established under the legislation introduced in the Finance Act 1995. The Company’s principal objective is to achieve long term capital growth through investment in a diversified portfolio of qualifying companies primarily quoted on AIM.

2. Basis of preparation

The Financial Statements have been prepared under the historical cost convention, except for the measurement at fair value of certain financial instruments, and in accordance with UK Generally Accepted Accounting Practice (“GAAP”), including FRS 102 and with the Companies Act 2006 and the Statement of Recommended Practice (SORP) ‘Financial Statements of Investment Trust Companies and Venture Capital Trusts (revised 2019)’.

The principal accounting policies have remained materially unchanged from those set out in the Company’s 2021 Annual Report and Financial Statements. A summary of the principal accounting policies is set out below.

The Company is a public company and is limited by shares. The Company held all fixed asset investments at fair value through profit or loss. Accordingly, all interest income, fee income, expenses and gains and losses on investments are attributable to assets held at fair value through profit or loss.

Going Concern basis – on the basis that the assets of the Company consist mainly of marketable securities, the directors are of the opinion that at the time of approving the accounts, the Company has adequate resources to continue in operational existence for the foreseeable future. This is because the directors have a reasonable expectation that the Company has sufficient cash and liquid investments to continue to operate and that the Company will be able to manage its business risks successfully and meet its liabilities as they fall due. Thus, the directors believe it is appropriate to continue to adopt the going concern basis, as also disclosed in the Corporate Governance report on page 19, in preparing the financial statements.

The financial statements are presented in Sterling.

3. Significant estimates and judgements

As the Company’s investment holdings, which comprise about 95% of its total assets, are stated at market bid value based on the closing prices of the London Stock Exchange, the directors do not believe that there is any inherent uncertainty in their presentation of these amounts, and that in their judgement, market value and fair value may be regarded as identical for the purpose of these Financial Statements.

4. Accounting policies

Investments

The Company’s principal financial assets are its investments and the policies in relation to those assets are set out below.

Purchases and sales of investments are recognised in the Financial Statements at the date of the transaction (trade date).

These investments will be managed and their performance evaluated on a fair value basis and information about them is provided internally on that basis to the Board. Accordingly, as permitted by FRS 102, the investments are measured as being fair value through profit or loss on the basis that they qualify as a group of assets managed, and whose performance is evaluated, on a fair value basis in accordance with a documented investment strategy. The Company's investments are measured at subsequent reporting dates at fair value.

In the case of investments quoted on a recognised stock exchange, fair value is established by reference to the closing bid price on the relevant date or the last traded price, depending upon convention of the exchange on which the investment is quoted. In the case of AIM quoted investments this is the closing bid price. In the case of unquoted investments, fair value is established by using measures of value such as the price of recent transactions, earnings or revenue multiples, discounted cash flows and net assets. These are consistent with the IPEV guidelines.

Realised surpluses or deficits on the disposal of investments and permanent impairments in the value of investments are taken to realised capital reserves. Unrealised surpluses and deficits on the revaluation of investments are taken to unrealised capital reserves. Costs incurred relating to acquisitions and disposals are charged to capital reserves as a deduction from proceeds or an addition to costs.

In the preparation of the valuations of assets the directors are required to make judgements and estimates that are reasonable and incorporate their knowledge of the performance of the investee companies. In the event that the shares held by the Company are subject to certain restrictions, or the holding is significant in relation to the traded issued share capital of the investee company then the directors may apply a discount to the relevant market price.

Fair value hierarchy

Paragraph 34.22 of FRS 102 regarding financial instruments that are measured in the balance sheet at fair value requires disclosure of fair value measurements dependent on whether the stock is quoted and the level of the accuracy in the ability to determine its fair value. The fair value measurement hierarchy is as follows:

For quoted investments:

Level 1: quoted prices in active markets for an identical asset. The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is regarded as active if quoted prices are readily and regularly available, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. The quoted market price used for financial assets held is the bid price at the Balance Sheet date.

Level 2: where quoted prices are not available (or where a stock is normally quoted on a recognised stock exchange that no quoted price is available), the price of a recent transaction for an identical asset, providing there has been no significant change in economic circumstances or a significant lapse in time since the transaction took place. The Company held no such investments in the current or prior year.

For investments not quoted in an active market:

Level 3: the fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. Although the Company held some unquoted investments during the year, their values have been written down and they have no value in the portfolio as at 28 February 2022.

There have been no transfers between these classifications in the year (2021: none). The change in fair value for the current and previous year is recognised through the profit and loss account.

Current asset investments

No current asset investments were held at 28 February 2022 or 28 February 2021. Should current assets be held, gains and losses arising from changes in fair value of investments are recognised as part of the capital return within the Income Statement and allocated to the capital reserve - gains/(losses) on disposal.

It is not the Company’s policy to exercise controlling or significant influence over investee companies, although it may hold a significant interest in some companies. Accordingly, the results of these companies are not incorporated into the revenue account except to the extent of any income earned or received.

Income

Dividend income receivable from quoted securities is recognised on the ex-dividend date. Income from unquoted equity and non-equity securities is recognised on an accruals basis except that a full provision is made until the receipt of the income is certain.

Interest from cash and deposits and fixed returns on debt securities are recognised on an accruals basis.

Expenses

All expenses are accounted for on an accruals basis. One quarter of the investment management fee is charged to the revenue account and the remaining three quarters is charged to capital reserves, net of corporation tax relief, and inclusive of any irrecoverable value added tax. The allocation of the management fee reflects the directors’ estimate of the source of the long-term returns in the portfolio from revenue and capital.

Taxation

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

5. Income

	Year ended		Year ended
	28 February		28 February
	2022		2021
	£’000		£’000
Interest receivable
- bank deposits and liquid funds		-		-
Dividends from UK companies		69		36
Investment income		69		36

All of the Company’s income has been generated in the United Kingdom from dividend income from its investment portfolio.

6. Investment management fees

	Year ended 28 February 2022		Year ended 28 February 2021
	Revenue £’000	Capital £’000	Revenue £’000	Capital £’000
Investment management fees	22	66	16	49

Oberon Investments Limited provides investment management services to the Company in respect of the Company’s portfolio of venture capital investments under an investment management agreement dated 10 March 2005, supported by a deed of amendment dated 4 September 2017.

Under the terms of the investment management agreement, Oberon Investments Limited is entitled to a fee (exclusive of VAT) equal to 1% per annum of the net assets of the company. The fee is calculated quarterly in arrears based on the net assets at 28 February, 31 May, 31 August and 30 November. No performance fee is payable. Included in creditors at the year-end is £19,557 (2021: £20,629) for the Q4 investment management fee.

The investment management agreement is for a minimum period of three years from 1 September 2017, subject to a trade-off clause that if Simon Like, the present investment manager, ceases to manage the Company’s investments, the Company may terminate the agreement with Oberon Investments Limited in a mirror time frame of 12 months’ notice period.

7. Other expenses

	Year ended 28 February 2022 £’000		Year ended 28 February 2021 £’000
Administrative and secretarial services		41		28
Auditors’ remuneration
- for audit services		15		12
Regulatory fees		17		16
		73		56

8. Directors’ remuneration

The former chairman, Mr Gamble, received £5,000 (2021: £5,000) remuneration in the year. No other remuneration has been paid or is payable for the year to 28 February 2022 or in respect of the prior year.

9. Tax charge/(credit) on ordinary activities

	Year ended 28 February 2022		Year ended 28 February 2021
	Revenue £’000	Capital£’000	Revenue £’000	Capital£’000
United Kingdom tax based on the taxable return for the year	-	-	-	-
Factors affecting tax charge/(credit) for the year
Return on ordinary activities before taxation	(26)	146	(36)	3,063
Tax on above at the company rate of 19% (2021: 19%)	(5)	28	(7)	582
UK dividends not subject to corporation tax	(13)	-	(7)	-
Realised (Gains)/Losses not taxable	-	(85)	-	(56)
Unrealised (Gains)/Losses not taxable	-	45	-	(535)
Non allowable expenses	-	-	-	-
Unutilised/(utilised) losses	18	12	14	9
Current tax charge/(credit) for the year	-	-	-	-

The Company has unrelieved losses amounting to approximately £2,255,000 (2021: £2,094,000) which are available to carry forward for tax purposes which it can set off against future profits. No deferred tax asset has been recognised in respect of these losses in view of the Company’s history of losses, and a lack of taxable income, recoverability is not sufficiently certain.

10. Dividends paid

	Year ended 28 February 2022 £’000		Year ended 28 February2021£’000
Interim dividend paid in respect of FY’21		-		118
Final dividend paid in respect of FY’21		511		-
		511		118

A final dividend of 2.0p per share is going to be proposed for the year ending 28 February 2022, which will be subject to shareholder approval at the Company’s AGM.

A final dividend of 6.5p per share was declared for the year ended 28 February 2021 and this was paid in the year ended 28 February 2022, amounting to £511k.

An interim dividend of 1.5p per share was declared and paid for the year ended 28 February 2021, amounting to £118k.

No dividend was declared for the year ended 29 February 2020 and, consequently, no dividend for that year was paid in the year ended 28 February 2021.

11. Return per ordinary share

The negative revenue return, per ordinary share, is based on the net revenue loss on ordinary activities after taxation of £(26)k (2021: loss £36k) and on 7,860,937 (2021: 7,860,937) ordinary shares, being the weighted average number of ordinary shares in issue during the year.

The positive capital return per ordinary share is based on a net realised and unrealised capital profit of £146k (2021: profit of £3,063k) and on 7,860,937 (2021: 7,860,937) ordinary shares, being the weighted average number of ordinary shares in issue during the year.

12. Fixed asset investments at valuation

	Year ended 28 February 2022 £’000		Year ended 28 February 2021 £’000
UK Listed		172		125
AIM		7,076		7,879
AQSE		76		-
Unlisted		-		-
		7,324		8,004

Movements in investments, including realised and unrealised gains and losses, during the year are summarised as follows:

			Year ended 28 February 2022
	Unlisted	UK listed		AIM	AQSE	Total
	£'000	£'000		£'000	£’000	£'000
Valuation at 1 March 2021	-	125		7,879	-	8,004
Purchases at cost	-	-		300	86	386
Transfers	-	-		-	-	-
Sales proceeds	-	(2)		(1,276)	-	(1,278)
Realised gains in period	-	-		448	-	448
Unrealised (losses)/gains in period	-	49		(275)	(10)	(236)
Valuation at 28 February 2022	-	172		7,076	76	7,324
Cost at 1 March 2021	324	289		6,623	-	7,236
Purchases	-	-		300	86	386
Transfers	-	35		(35)	-	-
Sales proceeds	-	(2)		(1,276)	-	(1,278)
Realised (losses)/gains since acq.	-	(9)		741	-	732
Cost at 28 February 2022	324	313		6,353	86	7,076

				Year ended 28 February 2021
			Unlisted	UK listed	AIM	Total
			£'000	£'000	£'000	£'000
Valuation at 1 March 2020			-	153	4,892	5,045
Purchases at cost			-	-	683	683
Transfers			-	-	-	-
Sales proceeds			-	-	(836)	(836)
Realised gains			-	-	295	295
Unrealised (losses)/gains			-	(28)	2,845	2,817
Valuation at 28 February 2021			-	125	7,879	8,004
Cost at 1 March 2020			324	289	6,506	7,119
Purchases			-	-	683	683
Transfers			-	-	-	-
Sales proceeds			-	-	(836)	(836)
Realised gains since acq.			-	-	270	270
Cost at 28 February 2021			324	289	6,623	7,236

The overall gain on investments, as shown in the Income Statement, is analysed as follows:

	Year ended 28 February 2022 £’000		Year ended 28 February 2021 £’000
Net realised gain on disposal		448		295
Increase in unrealised gain/(loss)		(236)		2,817
		212		3,112

13. Venture capital investments

A full list of investments held is disclosed in the Investment Portfolio section, on pages 8 to 10.

14. Significant interests

The Company did not hold more than 10% of the allotted equity share capital of any class of any investee company.

15. Debtors

	Year ended 28 February 2022 £’000		Year ended 28 February 2021 £’000
Oberon Investments Limited – uninvested funds		356		123
Unsettled investment disposal at year end		55		-
		411		123

16. Creditors: amounts falling due within one year

	Year ended 28 February 2022 £’000		Year ended 28 February 2021 £’000
Trade creditors and accruals		32		33
		32		33

17. Share capital

	Year ended 28 February 2022 £’000		Year ended 28 February 2021 £’000
Authorised
15,000,000 ordinary shares of 10p each		1,500		1,500
Allotted, called up and fully paid
7,860,937 (2021: 7,860,937) ordinary shares of 10p		786		786

18. Net asset value per share

Net asset value per share is based on net assets at 28 February 2022 of £7,702,938 (28 February 2021 of £8,093,713) and on 7,860,937 ordinary shares (2021: 7,860,937 ordinary shares) in issue at those dates.

19. Performance incentive arrangements

The Investment Manager is not entitled to any performance incentive arrangements.

20. Reserves

Called up share capital represents the nominal value of shares that have been issued.

Share premium account includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Capital redemption reserve relates to capital repurchased.

Capital reserve – realised. This represents surpluses or deficits on the disposal of investments and permanent impairment in the value of investments.

Capital reserve – unrealised. This represents surpluses and deficits on the revaluation of investments which are still held in the portfolio at the end of the year.

Special distributable reserve. This reserve has been created as a prior year adjustment to correctly account for the cancelled share premium, which was not previously transferred to the Revenue reserve in the year ended 28 February 2013, but was instead credited to the ‘Capital reserve – unrealised’ account. The Special distributable reserve is available for distribution and may be used to cover dividend payments or share buy backs.

Revenue reserve includes all current and prior period retained profits and losses.

21. Notes to the cash flow statement

	Year ended 28 February 2022 £’000	Year ended 28 February 2021 £’000
Operating activity
Operating return	120	3,027
Less gain on sale of investments	(448)	(295)
Less investment income (note 5)	(69)	(36)
(Less)/plus unrealised (gains)/losses on investments	236	(2,817)
Increase/(decrease) in creditors (note 16)	(1)	10
(Increase) in trade debtor (note 15)	(55)	-
Cash used in operations	(217)	(112)

Cash and cash equivalents

Cash and cash equivalents comprise £356,250 (2021: £123,089) of uninvested funds, held in a bank account with the investment manager. This is classified as a debtor (as per note 15) and is due within one year.

22. Risk management and financial instruments

A statement of the Company’s principal objectives is given within the Strategic Report on page 6. In order to achieve these objectives the Company invests its funds primarily in qualifying holdings in unlisted companies and companies traded on AIM, which by their nature may entail a higher degree of risk than investments in large listed companies. The Company has not entered into any derivative transactions, and does not expect to do so in the foreseeable future. As a Venture Capital Trust, the Company invests in securities for the long term, and it is the Company’s policy that no trading in investments or other financial instruments shall be undertaken.

Market price risk

The main risks arising from the Company’s investing activities are market price risk, representing the uncertain realisable values of the Company’s investments. The directors aim to limit the risk attaching to the portfolio as a whole by careful selection of investments and by maintaining a wide spread of investments in terms of financing stage, industry sector and geographical location.

The assets of the Company are held for the most part as listed investments which carry market risk in the form of a single risk variable - market price movement. The directors do not consider that a risk analysis of that single risk variable will produce any useful information beyond the obvious that downward movement in share prices will result in a downward movement in the share values and vice versa. For this reason, the directors do not consider it appropriate to prepare a sensitivity analysis to market price movement.

Interest rate risk

The Company finances its activities through retained profits including realisable capital profits, and through the issue of equity shares. It has not entered into any borrowings. Details of interest bearing assets are given below under financial assets.

Liquidity risk

There is liquidity risk associated with unquoted investments, which are not readily realisable and are included in the financial statements with no value.

Credit risk

Credit risk is the risk of a borrower defaulting on either an interest payment or the capital sum of a loan. The exposure is limited to uninvested funds held with the investment manager and the fixed interest loan notes.

Currency risk

The Company’s assets and liabilities are denominated in Sterling. As such, there is little currency risk. Any transactions in currencies other than Sterling are recorded at the rates of exchange prevailing at the date of the transaction. At each reporting date, the monetary assets and liabilities denominated in foreign currencies are re-translated at the rates prevailing on the reporting date.

Capital

The Company’s capital is provided in its entirety by its shareholders in the form of ordinary shares.

The Company’s purpose and objective is the investment of its capital funds in listed investments, primarily those quoted on AIM with a view to securing capital appreciation over the long term.

There were no externally imposed capital requirements with which the Company had to comply during the year to 28 February 2022.

Financial assets

The interest rate profile of the Company’s financial assets is set out below:

	Year ended 28 February 2022 £’000		Year ended 28 February 2021 £’000
Floating rate (see note 15)		356		123
Fixed rate		-		-
Non-interest bearing (see note 12 and 15)		7,379		8,004
		7,735		8,127

Fixed rate assets	Year ended 28 February 2022		Year ended 28 February 2021
Weighted average interest rate		-		-
Weighted average years to maturity		-		-

Floating rate financial assets comprise cash held on deposit and investments in liquidity funds. The benchmark rate for these investments is the UK bank base rate.

Non-interest bearing financial assets comprises equity share and non-equity share investments in investee companies, cash held on non-interest bearing deposit and debtors.

Fair values

The investments of the Company are valued by the directors at their bid prices (in accordance with the guidelines issued by the British Venture Capital Association), and these carrying values are considered to approximate the fair value of the investments. The fair values have also been determined in line with the fair value hierarchy as set out in FRS 102 11.27.

23. Financial assets and liabilities

	Year ended 28 February 2022 £’000	Year ended 28 February 2021 £’000
Financial assets measured at fair value	7,379	8,004
Financial assets measured at amortised cost	356	123
Financial liabilities measured at amortised cost	(32)	(33)

24. Related party transactions

As disclosed in Note 6, New Century AIM VCT plc is managed by Oberon Investments Limited and is paid a management fee, which is also disclosed in Note 6.

During the year directors’ remuneration totaled £5,000 (2021: £5,000).

25. Capital commitments

There were no investments which were approved at the year-end but which had not completed.

26. Control

New Century AIM VCT plc is not under the control of any one party or individual.

27. Post balance sheet events

The Company’s directors propose to declare a final dividend of 2.0p per share for the year ending 28 February 2022, amounting to £157,219, which will be payable, subject to shareholder approval, later this year. The Company’s directors also intend to pay an interim dividend of 9.0p per share (amounting to £707,484) for the year ended 28 February 2023.

Shareholder Information

for the year to 28 February 2022

The Company

New Century AIM VCT PLC was incorporated on 4 February 2005 in England & Wales. In March 2005, the Company obtained a listing on the London Stock Exchange. A total of £8.465 million was raised (before expenses) through an offer for subscription of new ordinary shares at 100p. The Company has been approved as a Venture Capital Trust by HMRC.

The Investment Manager

New Century AIM VCT PLC is managed by Oberon Investments Limited, an independent fund management company based in Laindon, Essex. Oberon Investments Limited currently manages or advises investment trust, unit trust and venture capital funds totalling approximately £25 million including New Century AIM VCT PLC.

Venture Capital Trusts

Venture Capital Trusts (VCTs) were introduced in the Finance Act 1995 and are intended to provide a means whereby individual investors can invest in small unquoted trading companies in the UK, with incentives in the form of a number of tax benefits. Between the 6th April 2005 and the 5th April 2006, investors subscribing for new shares in a VCT were entitled to claim income tax relief of 40% on their investment, irrespective of their marginal tax rate (up to a maximum investment of £200,000 per tax year). From 6th April 2006, the tax relief for investors subscribing for new shares, reduced to 30%.The tax relief cannot exceed the amount which reduces an investor’s income tax liability to nil. In addition all dividends paid by VCTs are tax free and disposals of VCT shares are not subject to capital gains tax.

New Century AIM VCT has been approved as a VCT by HMRC. In order to maintain its approval the Company must comply with certain requirements on a continuing basis; in particular, at least 80% by value of the Company’s investments must comprise “qualifying holdings”. A “qualifying holding” consists of up to £1 million invested in any one year in new shares or securities in an unquoted company which is carrying on a qualifying trade and whose gross assets do not exceed £15 million at the time of investment. For the purposes of these criteria, unquoted companies include companies whose shares are traded on the Alternative Investment Market (“AIM”).

As with investment trusts, capital gains accruing to VCTs are not chargeable gains for UK Corporation Tax purposes.

Financial calendar

Annual General Meeting 2022		August 2022
Interim report for six months to 31 August 2022		October 2022
Preliminary announcement of results for the year to 28 February 2023		June 2023
Annual General Meeting 2023		August 2023

Share price

The mid-market price of shares in New Century AIM VCT PLC is available daily on the London Stock Exchange website (www.londonstockexchange.com).

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