VEN2.L Regulatory News (VEN2)

Ventus 2 VCT plc

Half-yearly Financial Report

for the six month period ended 31 August 2011

Registered No: 05667210

Chairman's Statement

I am pleased to present the financial report of Ventus 2 VCT plc (the "Company") for the six month period ended 31 August 2011.

Overview

The period since 28 February 2011 has been a challenging one for the Company, as a further write-down of £4,141,000, or 16.87 pence per ordinary share, has been recorded on investments in companies operating biomass power plants. The Company also appointed a new Investment Manager during this period.

Wind speeds in the UK during the summer of 2011 were below long-term averages, however the wind energy generation of investee companies of the Company has been, on average, 90% of budget during the first nine months of 2011.

The net asset value of the ordinary share fund of the Company decreased from 75.9p per ordinary share at 28 February 2011 to 59.6p per ordinary share at 31 August 2011. The net asset value of the "C" share fund of the Company increased from 92.4p per "C" share at 28 February 2011 to 92.8p per "C" share at 31 August 2011.

Change of Investment Manager

With effect from 12 September 2011, the Board transferred the investment management of the Company from Climate Change Capital Limited to Temporis Capital LLP ("Temporis"). There was no notice period or charge due to Climate Change Capital Limited under the Termination and Transfer Agreement. Each of the members of staff formerly employed by Climate Change Capital Limited in respect of the Ventus Funds transferred to Temporis Capital LLP on 12 September 2011.

Temporis has been involved in asset management since its formation in 2005 and specialises in facilitating the provision of capital to the sustainable and clean tech sectors and, in particular, providing long-term liquidity to renewable energy projects. The Board considers that Temporis has the right level of resources, experience and expertise to manage the existing portfolio and to successfully implement the future investment programme. The new Investment Manager has begun a thorough review of each of the Company's assets and will report to the Board in due course.

Group

The Company has a shareholding of 60% of the ordinary shares issued by each of Redeven Energy Limited and Spurlens Rig Wind Limited. These shareholdings constitute controlling interests therefore these companies are subsidiaries of the Company. The consolidated financial statements of the Company and its subsidiaries (the "Group") are presented in this half-yearly report.

Net Asset Value and Results - Ordinary Shares

At 31 August 2011, the net asset value of the ordinary share fund of the Company attributable to equity shareholders stood at £14,624,000 or 59.6p per ordinary share.

The Group's revenue profit attributable to ordinary shareholders for the six month period ended 31 August 2011 was £264,000 or 1.08p per ordinary share. The Group's capital loss attributable to ordinary shareholders for the period was £4,034,000 or 16.44p per ordinary share, resulting in a net loss to ordinary shareholders for the period of £3,770,000 or 15.36p per ordinary share (six months ended 31 August 2010: net profit of £842,000 or 4.18p per ordinary share; year ended 28 February 2011: net loss of £1,654,000 or 7.41p per ordinary share).

The value of investments and investments in subsidiaries held by the Company's ordinary share fund at 31 August 2011 was £13,328,000 compared to £17,106,000 at 28 February 2011. The Investment Manager's Report gives details of investments made during the period together with information about the valuation of all investee company holdings within the portfolio. The value of the Company's waste wood biomass investments was written down by a further £4,141,000 during the six months to 31 August 2011 which has had a significant impact on the Company's portfolio value.

The income generated in the ordinary share fund during the period comprised interest earned on loan stock and cash deposits and dividends earned from investee companies. Total income attributable to the ordinary share fund for the six month period to 31 August 2011 was £505,000 compared to £635,000 for the six month period ended 31 August 2010. The impairment of the interest accrued on the loans with the Company's waste wood biomass investments has had a significant impact on the Company's income. Also, the Company has received reduced dividends during the six months compared to the same period last year.

The Company has not declared an interim dividend in respect of the ordinary share fund in order to preserve the Company's cash resources.

Investments in PBM Power Limited, Sandsfield Heat & Power Limited and Twinwoods Heat & Power Limited - Ordinary Shares

In the financial statements of the Company for the year ended 28 February 2011, the Company recorded write-downs on its investments in three companies building and operating biomass power plants. The companies were PBM Power Limited ("PBM"), Sandsfield Heat & Power Limited ("SHPL") and Twinwoods Heat & Power Limited ("THPL"). The write-downs totalled £2,454,000, with PBM (including amounts advanced to fund the company's operating costs) being written down by £1,104,000, SHPL being written down by £950,000 and THPL being written down by £400,000. The written-down values at 28 Feburary 2011, including accrued interest on mezzanine loan stock were £nil for PBM, £2,096,000 for SHPL and £2,045,000 for THPL.

For the reasons set out below, the Board decided in September 2011 to record full write-downs of the remaining balances of the investments in SHPL and THPL, including the interest accrued on the mezzanine loan stock. The effect of the further write-downs of SHPL and THPL is to reduce the Company's NAV by £4,141,000, or 16.87 pence per share.

The financial statements of the Company for the year ended 28 February 2011 outlined the key factors impacting on the valuation of SHPL and THPL and stated that the valuations were subject to a high degree of uncertainty. The financial statements also stated that the validity of the valuation assumptions was dependent on the completion of renegotiation of contracts and debt finance terms with third parties which were in progress at the date of preparation of the financial statements.

Bioflame Limited ("Bioflame"), the technology provider and contractor for the biomass power plants owned by PBM, SHPL and THPL, became insolvent and stopped trading in September 2011 as a result of withdrawal of support of its principal backer. Bioflame entered liquidation on 4 October 2011. The financial, technical and operational stability of Bioflame was an important factor supporting the Company's valuations of SHPL and THPL as at 28 February 2011. Bioflame's ceasing to trade also resulted in a suspension of the contract renegotiations referenced above.

The Company's investment manager, Temporis Capital LLP ("Temporis"), is continuing to work with PBM, SHPL and THPL, as well as with the lending banks to these investee companies and with external engineering consultants, with a view to developing a plan for bringing the biomass power plants forward to sustainable operation. At the present time, the likely outcome of these efforts is uncertain.

The write-downs of the investments in PBM, SHPL and THPL do not affect the Company's "C" shares.

Effective Recovery of £530,000 Loaned to PBM - Ordinary Shares

The Company disclosed in its financial statements for the year ended 28 February 2011 that an unsecured loan of £530,000 was made to PBM to fund its operating expenses. This loan was not approved by the Ventus Investment Committee of Climate Change Capital Limited (the investment manager at the time) and was recognised as a realised capital loss in the financial statements for the year ended 28 February 2011.

Since the period end, Temporis has agreed to waive investment management fees amounting to £530,000 in relation to the ordinary share fund. Also, in order to reinforce the Company's financial position, Temporis has agreed to advance a £530,000 interest-free loan to the Company's ordinary share fund, to be repaid by the Company over the period of time that the waived investment management fees would otherwise have been charged.

Net Asset Value and Results and Dividend - "C" Shares

At the period end, the net asset value per "C" share of the Company stood at £10,510,000 or 92.8p per "C" share. The revenue profit attributable to "C" shareholders for the period was £101,000 or 0.89p per "C" share. The capital loss attributable to "C" shareholders for the period was £59,000 or 0.52p per "C" share, resulting in a net profit attributable to "C" shareholders for the six months ended 31 August 2011 of £42,000 or 0.37p per "C" share (six months ended 31 August 2011: loss of £45,000 or 0.43p per "C" share; year ended 28 February 2011: net loss of £75,000 or 0.68p per "C" share).

The value of investments held at 31 August 2011 by the "C" share fund was £5,533,000 compared to £3,960,000 at 28 February 2011.

The income generated in the "C" share fund during the period comprised interest earned on loan stock, cash on deposit and UK treasury bills. Total income attributable to the "C" share fund for the six months to 31 August 2011 was £210,000 (six months ended 31 August 2011: £95,000). The increase in income was primarily attributable to the increase in loan stock interest as the "C" share fund has made further investments.

The Company has declared an interim dividend of 1.00p per "C" share which will be paid on 11 January 2012 to all "C" shareholders on the register as at the close of business on9 December 2011. This is the first dividend to be paid to "C" shareholders.

The Company's Investment Manager, Temporis Capital LLP, continues to be actively engaged in managing the portfolio of existing investments and in identifying and negotiating potential investment opportunities to invest the new "C" share capital that has been raised. The investments made constitute the important events of the period.

Group Key Performance Indicators

1 The "per share" value is determined in respect of the weighted average number of shares in issue during the period, except in respect of the dividends paid in the period, which is determined on the basis of the number of shares eligible to receive dividends at the time the dividends were paid.

2 The total expense ratio represents the Company's total operating expenditure during the period (excluding irrecoverable VAT, merger costs and investment costs) as a percentage of the net asset value of the Company at period end, as determined in the Investment Management Agreement.

3 The "per share" value is determined in respect of the number of shares in issue at period end, except in respect of the dividends paid, which is determined on the basis of the number of shares eligible to receive dividends at the time the dividends were paid.

4 The total shareholder return represents the net asset value of the Group attributable to equity holders at period end plus the cumulative dividends paid since incorporation.

The performance of the Group is reviewed in the Investment Manager's Report, including the Company's compliance with HM Revenue & Customs ("HMRC") VCT regulations. The Group's prospects are considered in the UK Market Outlook section of the Investment Manager's Report.

Investments

As at 31 August 2011, the ordinary share fund of the Company held investments in 17 companies including two subsidiaries, with a total value of £13.33 million. The "C" share fund held investments in 8 companies with a total investment value of £5.53 million.

The Investment Manager's Report provides details of the investments held as at 31 August 2011. All investments are structured so as to be treated as qualifying holdings for the purposes of Venture Capital Trust ("VCT") regulations, unless otherwise stated.

Principal Risks and Uncertainties

Under the Financial Services Authority's Disclosure and Transparency Rules, the Directors are required to identify those material risks to which the Company is exposed and take appropriate steps to mitigate those risks. Other than the inherent risks associated with investment activities, which are discussed in the Investment Manager's Report, the risks described below are those which the Directors consider to be material. The Directors do not expect that the risks and uncertainties presented will change significantly over the current financial year.

·; Failure to meet the investment requirements for compliance with HMRC VCT regulations

The Board mitigates this risk by regularly reviewing investment management activity with appropriately qualified advisers and by obtaining pre-approval from HMRC for each qualifying investment.

·; Inadequate control environment at service providers

The Board mitigates this risk by only appointing service providers of a high standing under agreements that set out their responsibilities and by obtaining assurances from them that all exceptions have been reported to the Board. The new Investment Manager is undertaking a thorough review of processes and controls within the Company and each of its investee companies and is to implement improvements where appropriate. The Investment Manager will report to the Board in due course further to this review.

·; Non-compliance with the Listing Rules of the Financial Services Authority, Companies Act legislation, HMRC VCT regulations and other applicable regulations

The Board mitigates this risk by employing external advisers fully conversant with applicable statutory and regulatory requirements who report regularly to the Board on the Company's compliance.

VCT Qualifying Status

The Company retains PricewaterhouseCoopers LLP to review its compliance with VCT regulations. The Directors are satisfied that the Company has continued to fulfil the conditions for maintaining VCT status.

Responsibility Statement

The Directors acknowledge responsibility for the interim results and approve this half-yearly report. The Directors confirm that to the best of their knowledge:

(a) the condensed financial statements have been prepared in accordance with International Accounting Standard 34 ("IAS 34") Interim Financial Reporting and give a true and fair view of the assets, liabilities and financial position of the Company and Group and the loss of the Group as required by Disclosure and Transparency Rule ("DTR") 4.2.4R;

(b) the interim management report, included within the Chairman's Statement and Investment Manager's Report, includes a fair review of the information required by DTR 4.2.7R, being the significant events of the first half of the year and the principal risks and uncertainties for the remaining six months of the year; and

(c) the financial statements include a fair review of related party transactions and changes thereto, as required by DTR 4.2.8R.

The Responsibility Statement has been approved by the Board.

Alan Moore OBE

Chairman

27 October 2011

Investment Manager's Report

Temporis Capital LLP (the "Investment Manager") presents a review of the investment activities of the Company since the last annual report.

Ordinary Share portfolio

A summary of the ordinary share fund's investments valuations as at 31 August 2011 and gains and losses during the six months ended 31 August 2011 is given below.

Q - Investment complies with VCT regulations on qualifying holdings.

PQ - Part of the investment complies with VCT regulations on qualifying holdings.

* - A company in which Ventus VCT plc's ordinary share fund has also invested. The Company and Ventus VCT plc are managed by Temporis Capital LLP.

** - Through development funding agreements entered into by Redeven Energy Limited, the Company holds the right to invest in companies which hold lease options on sites for which Redeven Energy Limited obtains planning permission (further details are presented below). On the Company's Statement of Financial Position the value attributed to Redeven Energy Limited is apportioned between investments, in respect of the investment rights attached to the development funding agreement and investments in subsidiaries in respect of the Company's holding in Redeven Energy Limited.

*** - Spurlens Rig Wind Limited is accounted for within investments in subsidiaries on the Company Statement of Financial Position.

Summary of Investments - Ordinary Share Portfolio

Operational wind farms

Each of the following investee companies owns and operates a single wind farm:

Technical availability on the operating wind farms in 2011 has been good, averaging greater than 97%. Wind speeds in the UK in 2011 have remained below long-term averages because of a poor summer. The Company's portfolio companies achieved good energy output during the spring and excellent output for September. On average, the Company's portfolio companies produced 90% of budgeted output during the first nine months of 2011.

Operational companies in the wind sector

Broadview Energy Limited

Broadview Energy Limited has continued to execute its business plan in 2011. Broadview's key achievements since the beginning of the 2011 have been:

·; completion and commencement of operations on Low Spinney, a four-turbine wind project in Leicestershire

·; financial close and commencement of construction on Seamer, a five-turbine wind project in Teesside

·; receipt of planning consent on Westnewton, a 3-turbine wind project in Cumbria

In total, Broadview's portfolio includes seven turbines (15.20 megawatts) in operation, five turbines (10.25 megawatts) in construction and three turbines (6 to 7.5 megawatts) with planning consent. It also has a portfolio of four proposed wind energy sites at various stages in the planning process.

Firefly Energy Limited

Firefly Energy Limited continues to provide power purchase agreements and to roll out its strategy to provide management accounting services to renewable energy project operators.

The increase in valuation of the Company's investment in Firefly Energy Limited is due the loan repayment cash flows from the power purchase agreement business now being discounted over a shorter period.

Other operational investee companies

Redimo LFG Limited

The operating environment for the Redimo LFG Limited landfill gas generation portfolio continues to be challenging, as contamination in the gas continues to cause problems for the generators at the two largest sites. The Investment Manager is exploring alternatives for more active management of the sites in the portfolio. Redimo LFG Limited retains the support of its lending bank. The Company did not receive cash distributions from Redimo LFG Limited during the year, and the investment in Redimo LFG Limited continues to be held in the Company's accounts at a nil valuation.

Renewable Power Systems (Dargan Road) Limited

Renewable Power Systems (Dargan Road) Limited continues to perform in line with expectations. The increase in valuation of the Company's investment is due to expected cash flows now being discounted over a shorter period.

Waste wood biomass investments

PBM Power Limited, Sandsfield Heat & Power Limited, Twinwoods Heat & Power Limited

As discussed in the Chairman's Statement, the Company's investments in PBM Power Limited, Sandsfield Heat & Power Limited, Twinwoods Heat & Power Limited have been written down to nil value. The Investment Manager is continuing to work with the three companies, as well as with the lending banks to the companies and with external engineering consultants, with a view to developing a plan for bringing the businesses forward to sustainable operation. At the present time, the likely outcome of these efforts is uncertain.

Development and pre-planning investments

Osspower Limited

Osspower Limited has begun construction of its first small hydro scheme (Allt Fionn Ghlinne) in Scotland, having secured £6.45 million of bank financing in May 2011. Ventus 2 VCT plc has entered into a cost overrun guarantee with the lending bank on behalf of Osspower Limited in the amount of £750,000. The guarantee is in the form of a loan to be drawn down in the event of the construction costs of this scheme exceeding £7.5 million. As at the date of this report, the Investment Manager considers the probability of the guarantee being drawn down to be very low and the value of the liability associated with the guarantee is considered to be insignificant at 31 August 2011. Further details are presented in note 19 of the financial statements. The value of the Company's investment is held at cost of investment as at 31 August 2011.

The Small Hydro Company Limited

The Small Hydro Company Limited holds planning permission on five low head run of river hydro electric projects in England and is currently assessing the strategic options for raising further finance to construct and operate the projects. The schemes are expected to be eligible under the Feed-In Tariff regime. The Feed-In Tariff regime is expected to be subject to further government consultation in the coming months and this is likely to have implications for the way forward for the current schemes and the longer term strategy of The Small Hydro Company Limited.

The Company has a 22.5% equity share in The Small Hydro Company Limited and has also provided a shareholder loan facility of £534,000.

Redeven Energy Limited

Through a development funding agreement entered into by Redeven Energy Limited, the Company holds investment rights in three companies intending to develop and operate wind farms in East Anglia. Each of the three companies holds a lease option over a site for which planning permission has been sought. The costs incurred in relation to the planning applications for these sites have been met by Redeven Energy Limited. The Company's right to invest in each of these wind farm companies is subject to Redeven Energy Limited securing planning permission on each site. Planning permission is held on two sites with schemes totalling seven turbines. Progress on the larger of these two schemes, which has permission to erect five turbines, is dependent on resolution of certain planning conditions, but the intention is to proceed with the building out of this project as soon as possible. The third planning application for a two turbine project was refused in January 2011. An appeal in relation to this project will be lodged in November 2011. The Company has not yet made an investment in any of the three development companies.

Spurlens Rig Wind Limited

A planning application for this proposed six turbine site was submitted in December 2010. It is expected that the outcome will be determined within the next six months.

Wind Power Renewables Limited

Wind Power Renewables Limited has submitted planning applications for three sites in East Anglia. Two of these applications have been refused, while a determination on the third site (for 2 turbines) is expected within six months. The second planning refusal took place during the half-yearly period of these accounts, as a consequence of which the enterprise value of Wind Power Renewables has been written down further (to one-third of the original investment cost). This has resulted in a further write down of £77,000 in the value of the equity held by the Company.

Olgrinmore Limited

Olgrinmore Limited was a potential two-turbine site in Caithness which was refused in planning and is being held at nil value. The Olgrinmore development team is reviewing the options to re-apply for permission to build a smaller project on the same site which would address the previous reasons for refusal.

"C" share portfolio

A summary of the "C" share fund's investments valuations as at 31 August 2011 is given below. There were no gains or losses in value recognised during the six months ended 31 August 2011.

PQ - Part of the investment complies with VCT regulations on qualifying holdings.

* - A company in which Ventus VCT plc's "C" share fund has also invested. The Company and Ventus VCT plc are managed by Temporis Capital LLP.

Summary of Investments - "C" Share Portfolio

Operational wind farms

Greeenfield Wind Farm Limited

Both the ordinary share fund and "C" share fund have made investments in Greenfield Wind Farm Limited, which are presented in the ordinary share fund's summary of investments above.

Development and pre-planning investments

Shareholders should note that the following investments are not structured so as to be qualifying holdings for the purposes of the VCT regulations.

Iceni Renewables Limited

Through Iceni Renewables Limited the Company has invested in and committed to provide further funding to two wind energy development projects in Scotland. The total investment and commitment is £400,000. Scoping and pre-planning work is underway on both sites. The first, named Craigannet, is likely to be submitted for planning permission this year as a six turbine scheme. The other site is known as Merkins and is likely to be submitted as a ten turbine scheme later this year. Lomond Energy Limited is the development manager of these sites.

Renewable Power Systems Limited

The Company's "C" share fund has provided a loan facility of £350,000 to Renewable Power Systems Limited, a company which specialises in the development and operation of energy from waste generating plants. The loan was due to be repaid in June 2011, however the term has been extended. The loan is currently being restructured to extend the term further and establish a repayment schedule. Since 31 August 2011, Renewable Power Systems has repaid £50,000 plus accrued interest on this loan, reducing the balance to £300,000.

BEGL 2 Limited and BEGL 3 Limited

The Company has provided medium term loan facilities of £500,000 to each of BEGL 2 Limited and BEGL 3 Limited.

These companies are subsidiaries of Broadview Energy Limited. BEGL 2 Limited is the development company for Seamer, a five-turbine wind farm in Teesside currently being constructed. BEGL 3 Limited is the development company for Low Spinney, an operational four-turbine wind farm in Leicestershire.

In each case the loans have been secured against the shares held by the development companies' parent company and will be used to meet construction and post consent development costs alongside long term bank loan facilities.

The loans, together with accrued interest, are to be repaid in full no later than 30 June 2012.

Osspower Limited

Loans to Osspower Limited by the Company's "C" share fund were repaid in May 2011. The lending facility to Osspower Limited has now been cancelled.

EcoGen Limited

The Company's "C" share fund has provided a medium term loan facility of £410,000 to EcoGen Limited. The loan, together with accrued interest, is to be repaid in full no later than 31 December 2012. It, together with the matching loan made by the "C" share fund of Ventus VCT plc, is secured against EcoGen Limited's one third shareholding in Fenpower Limited, a company in which the Company's ordinary share fund holds an investment (please refer to the section in the ordinary share report above for further details).

Allt Dearg Wind Farmers LLP

This LLP has consent to develop a 12 turbine site near Lochgilphead, Scotland. The "C" share fund has provided a secured short term loan facility of £300,000 to fund pre-financial close project expenditure of which £200,000 had been drawn down at 31 August 2011 and a further £75,000 since the period end. The Company has secured exclusivity to make a long term investment in the project.

White Mill Wind Farm Limited

The Company has completed an investment in White Mill Windfarm Limited, which will construct a 14.35 megawatt windfarm in the Cambridgeshire Fens. The Company invested £1million for 25% of the ordinary share capital, and has provided a mezzanine loan facility of £672,500. The "C" share fund of Ventus VCT plc has made an investment on the same terms as the Company. The remaining 50% of the ordinary shares are held by a subsidiary of the Co-operative Group Limited. White Mill Windfarm Limited has secured a debt facility from the Co-operative Bank plc which, together with the funding provided by the Company and Ventus VCT plc, will finance the construction of the project. Construction is underway, and the site is expected to begin exporting electricity in the summer of 2012. The windfarm will operate seven REpower MM82 turbines.

Valuation of Investments

It is the accounting policy of the Company to hold its investments and investments in subsidiaries at fair value. In this report, the Company's investments in investee companies which operate an asset and have passed an initial satisfactory operational period are valued using a discounted cash flow methodology. The key assumptions that have a significant impact on discounted cash flow valuations for these assets are the discount rate used, the price at which the power and associated benefits can be sold, the amount of electricity the investee company's generating assets are expected to produce and operating costs.

The fair value of the Company's investments in companies which have not passed an initial satisfactory operational period, or are engaged in seeking planning permission, are determined to be the investment cost subject to a periodic impairment review. The Company has resolved that it is appropriate to value its holding in Broadview Energy Limited on the basis of the price paid by investors in a recent capital raising round. Details of the valuations are shown in the table above.

Investment Policy

The Company is focused on investing in companies developing renewable energy projects with installed capacities of two to twelve megawatts, although larger projects may also be considered. Given the target investment size, investments will generally be in companies developing projects initiated by specialist small-scale developers and smaller projects which are not attractive to large development companies and utilities.

Asset Allocation

The Investment Manager primarily seeks to allocate the Company's investments in equity securities and loan stock of companies owning renewable energy projects with full planning consent, ready for construction of the project to commence or whose assets are already operational. Up to 10% of net proceeds raised from the initial share offer and the "C" share offer, respectively, may be allocated to development funding for early stage renewable energy projects prior to planning permissions being obtained.

The Company's policy is to maintain cash reserves of at least 5% of net proceeds raised from the initial share offer and the "C" share offer for the purpose of meeting operating expenses and purchasing its shares in the market. Circumstances may arise which would require the Company to hold less than 5% of net proceeds in cash for a limited period of time.

In order to comply with VCT requirements, at least 70% by value of the Company's investments are required to be comprised of qualifying investments.

The Company typically owns 25% to 50% of the equity share capital of each investee company and a portion of its investment in each investee company may be in the form of loan stock.

The Company's uninvested funds are placed on deposit or invested in short-term fixed income securities until suitable investment opportunities are found.

Risk Diversification

The geographical focus of the portfolio is the UK and the majority of investments made to date are in the wind sector. Funds are invested with a range of small-scale independent developers so project risk is not concentrated on only a few developers. The portfolio contains projects at different stages of the asset lifecycle, ranging from pre-planning, to construction and then into operation. Investments are also made in technologies that have no inherent operational correlation with the performance of wind farms. Investments are made via subscriptions for new share capital or via loan stock instruments in order to secure a negotiated level of return from the project. The majority of investments are made in special purpose companies set up specifically to develop each project and bank debt financing is non-recourse to the Company.

The returns from projects depend on the UK Government's continued support for renewable energy, primarily under the Renewables Obligation and Feed-in Tariff mechanisms. The effects of any negative change to this policy are mitigated by the UK Government's historic practice of grandfathering financial support mechanisms for existing assets. This risk is further mitigated by the Company typically negotiating fixed and/or floor price mechanisms into the power purchase agreements entered into by project companies for the sale of their generated output.

Gearing

The Company does not intend to borrow funds for investment purposes. However the Company is exposed to gearing through its investee companies which typically fund the construction costs of each project through senior bank debt finance. The Investment Manager is involved in assisting investee companies in negotiating the terms of this finance to ensure competitive terms are achieved. The interest rate is typically fixed via an interest rate swap for the duration of the bank loan so that investee companies are not exposed to changes in market interest rates.

To the extent that borrowing should be required by the Group for any purpose, the Directors shall restrict the borrowings of the Group. The aggregate principal amount at any time outstanding in respect of money borrowed by the Group shall not without the previous sanction of an ordinary resolution of the Company exceed a sum equal to 10% of the adjusted share capital and reserves of the Company in accordance with its Articles.

Maximum Exposures

In order to gauge the maximum exposure of the funds to various risks, the following can be used as a guide:

i) Investments in qualifying holdings

70-95% of the funds will be invested in qualifying holdings no later than three years after the date that provisional approval by HMRC of the Company's status as a VCT becomes effective. The relevant compliance date for the initial share offer was 1 March 2009 and for the first "C" share offer and ordinary share "top-up" offer is 1 March 2012. The relevant compliance date for the second "C" share offer is 1 March 2013.

For the purposes of the 70% qualifying holdings requirement, disposals of qualifying investments for cash may be disregarded for a period of six months. Where a VCT breaches one or more of the requirements due to factors outside of its control, it may apply to HMRC for a determination that the breach will be disregarded for a period of 90 days while the breach is remedied.

ii) Concentration limits

Under VCT regulations no more than 15% of the Company's total assets should be in a single investee company at the time the investment is made in that investee company.

iii) Investments in pre-planning projects

In accordance with the Company's investment policy a maximum of 10% of the net funds raised from each of the initial share offer and "C" share offer respectively may be invested in pre-planning projects.

Market outlook

According to the Department of Energy and Climate Change (DECC), approximately one-quarter of the UK's electricity generating capacity will shut down over the next ten years as old coal and nuclear power stations close. DECC predicts that more than £110 billion in investment is needed to replace this generation capacity and upgrade the grid. In the longer term, by 2050, DECC expects electricity demand to double, as the UK shifts more transport and heating onto the electricity grid.

In response to these challenges, the UK Government has announced a series of policy announcements and initiatives over the past 18 months that have created considerable uncertainty for participants in the UK renewable energy market. On 7 February 2011, the Government announced that it would carry out a comprehensive review of the Feed-in tariffs (FIT) scheme for small-scale low-carbon electricity generation, however to date the Government has only consulted on and made adjustments to the Feed-in Tariffs for solar PV and anaerobic digestion projects. The outcome of the comprehensive FIT review could be relevant to the Company's investments Osspower Limited and The Small Hydro Company. Further consultation on the comprehensive review of the FIT scheme is expected this autumn.

On 20 October 2011, the Government issued a consultation paper regarding ROC (Renewable Obligation Certificate) banding levels for renewable energy generating stations accredited from 1 April 2013 to 31 March 2017. This public consultation will be open until 12 January 2012, with the new rules going through the parliamentary process next year and coming into force on 1 April 2013. The level of support for onshore wind projects is proposed to be reduced from the current level of 1 ROC per megawatt-hour to 0.9 ROCs per megawatt-hour effective 1 April 2013. This change, if implemented, would reduce revenues from wind farms by approximately 5%, but would not apply to projects commissioned before 1 April 2013. It would have no impact on any existing wind farms operated by the Company's investee companies. The Investment Manager's analysis of any future investments by the Company will take into account the level of ROCs expected to be available for projects operated by investee companies. The Company's target returns will not be impacted by the proposed change in ROC banding for onshore wind projects.

On 12 July 2011, the UK Government published a White Paper setting out measures to reform the UK electricity market and encourage investment in electricity generating capacity. The Government's stated objective is to create a secure mix of electricity sources including gas, new nuclear, renewables and carbon capture and storage. Key elements of the reform package include:

·; a Carbon Price Floor (announced in Budget 2011) to reduce investor uncertainty, putting a fair price on carbon and providing a stronger incentive for investment in low-carbon generation;

·; the introduction of new long-term contracts (Feed-in Tariff with Contracts for Difference) to provide stable financial incentives to invest in all forms of low-carbon electricity generation;

·; an Emissions Performance Standard (EPS) set at 450g CO2/kWh to reinforce the requirement that no new coal-fired power stations are built without carbon capture and storage, but also to ensure necessary short-term investment in gas can take place; and

·; a Capacity Mechanism, including demand response as well as generation, to ensure future security of electricity supply.

The Government has stated its intention to legislate for the key elements of this package in the second session of this Parliament, which starts in May 2012, and for legislation to reach the statute book by the end of the next session (by spring 2013). The intent is that provisions in the reform package will begin to take effect in 2014. The Government has stated that it will put in place transitional arrangements to ensure there is no hiatus in investment while the new system is established.

The Localism Bill, which has been before Parliament since 13 December 2010, is expected to become law soon. This bill will result in a significant shift in power to the local level. There is concern in the renewables industry that the bill will increase the disconnect between local planning decisions and broader national policies encouraging renewable energy, resulting in fewer successful planning applications for renewable energy projects. The challenge for the renewable industry will be to engage effectively with local communities and show communities that renewable energy projects can provide meaningful local economic benefits.

The banking market for renewable energy projects has been relatively stable in the past year. No new entrants have been seen over the last year and lending margins and leverage packages remain consistent with the past few years. Turbine prices have stabilised in recent months after declining in the 2008-2010 period, although fluctuations in the Sterling/Euro exchange rate make the timing of purchasing decisions challenging. Wholesale electricity prices have been relatively stable in recent months, but are still expected to rise over the long term due to capacity constraints and to increases in demand as transport and heating are shifted onto the electricity grid.

Temporis Capital LLP

Investment Manager

27 October 2011

Directors and Advisers

Directors

Alan Moore (Chairman)

Paul Thomas

Colin Wood

Company Secretary

The City Partnership (UK) Limited

Thistle House

21 Thistle Street

Edinburgh

EH2 1DF

Auditor

PKF (UK) LLPFarringdon Place

20 Farringdon Road

London

EC1M 3AP

Principal Banker

HSBC Bank plc

60 Queen Victoria Street

London

EC4N 4TR

Investment Manager

Temporis Capital LLP

Berger House

36/38 Berkeley Square

London

W1J 5AE

Registrar & Registered Office

Capita Registrars

The Registry

34 Beckenham Road

Beckenham

Kent

BR3 4TU

Broker

Matrix Corporate Capital LLP

1 Vine Street

London

W1J 0AH

VCT Taxation Adviser

PricewaterhouseCoopers LLP

1 Embankment Place

London

WC2N 6RH

Solicitors

Berwin Leighton Paisner LLP

Adelaide House

London Bridge

London

EC4R 9HA

Independent Review Report to Ventus 2 VCT plc

We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 31 August 2011 which comprise the group statement of comprehensive income, the group and company statements of financial position, the group and company statements of changes in equity, the group and company statements of cash flows and the notes to the financial statements. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the company in accordance with the terms of our engagement. Our review has been undertaken so that we might state to the company those matters we are required to state to it in this 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 for our review work, for this report, or for the conclusions we have reached.

Directors' responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.

As disclosed in note 1, the annual financial statements of the company are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting," as adopted by the European Union.

Our responsibility

Our responsibility is to express to the company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 31 August 2011 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.

PKF (UK) LLP

London, UK

27 October 2011

Group Statement of Comprehensive Income

for the six month period ended 31 August 2011 (unaudited)

The Group has only one class of business and derives its income from investments made in the UK.

The total column of this statement represents the Group's Statement of Comprehensive Income, prepared in accordance with the recognition and measurement principles of International Financial Reporting Standards as adopted by the European Union. The revenue and capital columns shown above constitute supplementary information prepared under the Statement of Recommended Practice "Financial Statements of Investment Trust Companies and Venture Capital Trusts" 2009 ("SORP") published by the Association of Investment Companies.

The accompanying notes form an integral part of these financial statements.

Group Statement of Comprehensive Income

for the six month period ended 31 August 2010 (unaudited)

The Company has only one class of business and derives its income from investments made in the UK.

The total column of this statement represents the Group's Statement of Comprehensive Income, prepared in accordance with the recognition and measurement principles of International Financial Reporting Standards as adopted by the European Union. The revenue and capital columns shown above constitute supplementary information prepared under the Statement of Recommended Practice "Financial Statements of Investment Trust Companies and Venture Capital Trusts" 2009 ("SORP") published by the Association of Investment Companies.

The accompanying notes form an integral part of these financial statements.

Group Statement of Comprehensive Income

for the year ended 28 February 2011 (audited)

The Group has only one class of business and derives its income from investments made in the UK.

The total column of this statement represents the Group's Statement of Comprehensive Income, prepared in accordance with the recognition and measurement principles of International Financial Reporting Standards as adopted by the European Union. The revenue and capital columns shown above constitute supplementary information prepared under the Statement of Recommended Practice "Financial Statements of Investment Trust Companies and Venture Capital Trusts" 2009 ("SORP") published by the Association of Investment Companies.

The accompanying notes form an integral part of these financial statements.

 Group Statement of Financial Position

as at 31 August 2011 (unaudited)

* The Group Statements of Financial Position as at 31 August 2010 and 28 February 2011 have been adjusted to reflect the reclassification of development wind assets to trade and other receivables. These adjustments are further explained in notes 10 and 11 of the financial statements.

Approved by the Board and authorised for issue on 27 October 2011.

Paul Thomas

Director

Ventus 2 VCT plc. Registered No: 05667210

The accompanying notes form an integral part of these financial statements.

Company Statement of Financial Position

as at 31 August 2011 (unaudited)

Approved by the Board and authorised for issue on 27 October 2011.

Paul Thomas

Director

Ventus 2 VCT plc. Registered No: 05667210

The accompanying notes form an integral part of these financial

statements.

Group Statement of Changes in Equity

for the six month period ended 31 August 2011 (unaudited)

The accompanying notes form an integral part of these financial statements.

Group Statement of Changes in Equity

for the six month period ended 31 August 2010 (unaudited)