Neptune-Calculus Income and Growth VCT plc

Report and Accounts

For the year ended 31 December 2015

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CORPORATE POLICY AND FINANCIAL HIGHLIGHTS

Objective

Neptune-Calculus Income and Growth VCT (“the Company”) is a Venture Capital Trust (“VCT”) listed on the London Stock Exchange which has the objective of generating long term capital growth and tax free dividends for investors. The Company is managed as a VCT in order that shareholders may benefit from the tax reliefs available.

The Company’s investment policy is to invest approximately 75 per cent of the Company’s funds in a diversified portfolio of holdings in qualifying investments whether unquoted or traded on the Alternative Investment Market (AIM) . Investments are made selectively across a diverse range of sectors in companies which have the potential to generate growth and enhance their value. The Company does not invest in start-up and seed capital situations. The qualifying investments are managed by Calculus Capital Limited and the balance of the Company’s investments can be invested in a combination of Neptune income funds and a portfolio of similar income generating UK listed shares and money market instruments.

Financial highlights

Ordinary Shares

Year ended 31 December

2015Return per share (3.8) pNet asset value per share 39.3pCumulative dividends paid to 31 December 2015 34.0pAccumulated shareholder value Ω 73.3pRecommended final dividend 2.0p

Ω Accumulated shareholder value represents net asset value per share plus cumulative dividends paid per share.

As at 29 February

2016 *

Unaudited net asset value per share† 38.0p

* Being the latest practicable date prior to publication.† Including current year revenue.

ContentsChairman’s Statement 2Investment Manager’s Review (Qualifying Investments) 4Investment Portfolio 7Unquoted Portfolio Companies 8Strategic Report 10Board of Directors 13Directors’ Report 14Directors’ Remuneration Report 17Corporate Governance Statement 20Directors’ Responsibilities Statement 24Independent Auditor’s Report to the Members of Neptune-Calculus Income and Growth VCT plc 25Income Statement 29Statement of Changes in Equity 30Statement of Financial Position 31Statement of Cash Flows 32Notes to the Accounts 33Notice of Annual General Meeting 47Corporate Information 49

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CHAIRMAN’S STATEMENT

The results for the year ended 31 December 2015 showed a decline in net assets to 39.3 pence per share from 51.6 pence. Of this decline in value, 8.5 pence per share is attributable to dividends which were paid to shareholders during the year. The remainder of the fall of 3.8 pence per share was largely attributable to the fall in the share price of Epistem Holdings plc (“Epistem”) and the write off of value of our investment in Hembuild Group Limited (“Hembuild”) due to the company’s entering administration.

Investment performance (Qualifying Investments)

The Company continues to meet its requirements to qualify as a VCT. Our qualifying investments are managed by Calculus Capital Limited and are in a combination of unquoted and AIM companies.

During the year the Company made one qualifying investment of £150,000 in Solab Group Limited (“Solab”) (previously Hampshire Cosmetics Limited) and in May 2015, Hembuild repaid £235,000 of its qualifying loans. In January 2016, the Company made a £100,000 investment in Arcis Biotechnology Holdings Limited (“Arcis”) . Arcis is a Cheshire based, research and development (“R&D”), company which has used its technology platform to develop innovative products in the DNA extraction, agriculture and hygiene markets.

The value of the qualifying portfolio decreased by 14.0 per cent on a like for like basis during 2015. The improved performance of Dryden Human Capital Group Limited (“Dryden”) and Solab was offset by the aforementioned poor performance of Hembuild and Epistem. The Board are disappointed by Epistem’s drop in share price but remain confident about the company’s long term prospects. RMS Group Holdings Limited (“RMS”) and Human Race Group Limited (“Human Race”) continue to perform satisfactorily.

During the year, the Company made a £150,000 loan facility available to MicroEnergy Generation Services Limited (“MicroEnergy”) to enable it to acquire 15 additional installed wind turbines. The loan was subsequently repaid out of profits.

A more detailed analysis of investment performance can be found in the Investment Manager’s Review that follows this statement.

Investment performance (Non-Qualifying Investments)

Our non-qualifying investments comprise holdings in the Neptune Income Fund, the Neptune Quarterly Income Fund and liquidity funds. Our investments in the Neptune Income Fund increased by 0.9 per cent and in the Neptune Quarterly Income Fund by 2.8 per cent over the year, compared with a decrease of 4.9 per cent in the FTSE 100 Index.

During the year the Company invested £225,000 in each of the liquidity funds held with Goldman Sachs Asset Management, Aberdeen Global Liquidity Funds and Fidelity Fund Management.

Share buyback

Although the Company was prepared to undertake share buybacks in the market, no share buybacks were carried out during the year. In line with its policy of returning cash to shareholders, the Company may carry out limited share buybacks in the future if it considers it to be in the best of interests of all shareholders.

Dividends

The Company paid a special interim dividend for 2014 of 5 pence per Ordinary Share in March 2015. The Company also paid the 2014 final dividend of 2 pence per share in June 2015 and an increased interim dividend for 2015 of 1.5 pence per share in October 2015. The total dividends paid to an ordinary shareholder to date are 34.0p.

The directors are pleased to propose a final dividend for 2015 of 2 pence per Ordinary Share which, subject to shareholder approval, will be payable on 10 June 2016 to shareholders on the register on 6 May 2016.

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Changes to VCT tax legislation

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

Outlook

As mentioned in the previous section, 2015 saw a number of changes affecting VCT legislation. Although the new legislation may affect some of our investment opportunities and brings greater complexity, the Board does not believe the changes will materially impact our ability to invest in UK growth companies. As set out in the Manager’s Report, a number of portfolio companies are at important inflexion points in their development. Whilst the general economic outlook for 2016 may be uncertain for the UK, we are optimistic, nonetheless, that the constituents of the portfolio have considerable upside potential and we hope to see further progress during the coming year.

Philip StephensChairman

15 March 2016

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INVESTMENT MANAGER’S REVIEW (QUALIFYING INVESTMENTS)

Calculus Capital Limited manages the Company’s qualifying portfolio.

Market commentary

The FTSE 100 fell by 4.9 per cent during 2015. It was outperformed by the AIM All-Share Index, which rose by 5.1 per cent over the same period.

Portfolio developments

At the year end, the portfolio of qualifying investments comprised 12 companies, made up of both unquoted and AIM stocks. Whilst many of the companies in both the quoted and unquoted portfolios have made significant progress during the year, valuations have, by and large, not reflected underlying performance of the companies in the portfolio.

The quoted portfolio, which consists entirely of AIM companies, has shown an overall decrease in value for the year of 57.8 per cent which is predominantly attributable to Epistem. At 31 December 2015, the quoted portfolio was valued at £236,000 compared with £560,000 on a like for like basis as at 31 December 2014. No new quoted investments were made in 2015.

The unquoted portfolio has shown a decrease in value of 3.6 per cent, largely because gains from Dryden and Solab were offset by the losses from Hembuild. A new qualifying investment of £150,000 was made during the year in Solab which comprised £10,000 equity and £140,000 loan stock. The section on unquoted portfolio companies on pages 8 and 9 of the Report and Accounts contains further information.

Quoted portfolio

Epistem

Epistem is a personalised medicine and biotechnology company developing innovative diagnostics and biomarkers alongside providing contract research services to drug development companies. The company has three divisions, Personalised Medicine, Preclinical Research Services and Novel Therapies. The company is increasingly transitioning towards a focus on the Genedrive® diagnostics system. In Genedrive®, Epistem has created a significant new diagnostic platform targeting Point of Care diagnostics. This development has been achieved with very modest resources. The Genedrive® platform and its first tuberculosis (“TB”) test has been launched in India and the Indian sub-continent. The Genedrive® TB test product is simultaneously undergoing clinical studies in countries across the world. Beyond launching its TB test, excellent progress has been made in the development of a Genedrive® ‘Hepatitis C’ (HCV) blood test in collaboration with the Pasteur Institute and for pathogen detection in conjunction with the US Department of Defence. The Genedrive® Hepatitis C test will be launched for research use only in 2016 and a CE marked version will be launched in 2017. It will represent the first truly low cost rapid molecular Hepatitis C test to reach the market. The revenues of the contract research division underpin the company’s current revenues and there has been no new investment in the Novel Therapies division although the position is kept under review. In August 2015, it was announced that Matthew Walls was leaving his position as CEO. David Budd has been appointed as CEO. David previously served as Commercial Director at Leica Biosystems, with global responsibility for marketing, market research and product launches for diagnostics tests.

Infrastrata PLC (Infrastrata)

Infrastrata is an independent gas storage company with some exploration interests. Its primary focus in 2016 is the development of the gas storage project at Islandmagee in County Antrim where the company completed the drilling of a well to obtain salt cores and subsequent testing and engineering work on time and within budget. Infrastrata received a €2.5million (£1.9m) grant from the European Union’s Connecting Europe Facility being 50 per cent of the cost of the £3.8million programme. This reflects a recognition of the project’s contribution to energy security within the EU. In November 2015, Infrastrata disposed of substantially all of its exploration interests to Corallian Energy Limited in exchange for £240,000 cash with a further £300,000 contingent upon the completion of the funding of the Woodburn

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Forest-1 well and a Net Profits Interest in the assets sold, providing upside in the event of successful exploration. Infrastrata expects to retain a 10 per cent interest in the Larne licence, and is fully carried through the Woodburn Forest-1 well which is planned to be drilled in early 2016. The funding of drilling the Woodburn Forest-1 well is now fully in place and site preparation will commence in Q1 2016.

Unquoted portfolio

Terrain Energy Limited (“Terrain”)

Terrain has taken advantage of attractive prices in the current market and has recently completed the acquisition of interests in the Whisby and Lidsey licences and increased its interest in Keddington. It has also been awarded Louth in the 14th Licensing Round. Terrain now has interests in twelve petroleum licences; Keddington, Kirklington, Dukes Wood, Burton on the Wolds, Whisby and Louth in the East Midlands, Larne and an offshore licence to the north of Larne in Northern Ireland, Brockham and Lidsey in the Weald Basin and Egmating and Starnberger See in Germany. The company is currently producing from wells at Keddington, Brockham and Lidsey. New wells at Larne, Whisby and Lidsey as well as sidetracks at Keddington and Brockham are due to be drilled in 2016. The first well on the PL1/10 Larne licence targeting the Woodburn prospect, with P50 recoverable prospective resources of 40mmbo (4mmbo net to Terrain) , is now fully permitted with funding partners in place and is scheduled to be drilled in April 2016.

Dryden

Dryden is headquartered in the UK and specialises in the actuarial, insurance and compliance recruitment sector. Since raising funds in February 2015, the company has made significant progress in implementing new systems and working processes thereby delivering operational improvement. Performance for the fiscal year to date is ahead of prior year results. Further improvement is expected as operational improvements feed through to business results and as newly hired recruitment consultants are fully on-boarded. The company will continue to invest in efficiency improving systems, processes and training, and recruit new high performing recruitment consultants who are aligned with management’s strategy of growth and continuous performance improvement.

Solab

Solab is a long established manufacturer of fragrances, shampoos and skincare products for third party customers, including L’Oreal and Penhaligon. More recently it has been broadening its activities, particularly into animal care products. The cosmetics business of Solab has been affected by difficult market conditions and a significant reduction in volumes from its largest customer, The Body Shop. The Body Shop is due to make a decision to in-source manufacturing to French factories following its acquisition by L’Oreal. Business has not been lost to a competitor. New business from third parties has, to date, only partially replaced that lost turnover; it is, however, expected to be fully recovered in 2016 and early 2017. The company has sought more balance to its portfolio by investing in its animal care and veterinary orientated activities. Revenues from this area have increased substantially, with near break-even achieved in 2015 and profitability anticipated in 2016.

Human Race

Human Race owns and operates over 60 events for over 90,000 participants of all abilities and ages. This makes the business the largest owner and deliverer of mass participation events in the UK. The portfolio of events includes the London Winter Run, Windsor Triathlon, Wiggle Dragon Ride, Run or Dye series, Tour de Yorkshire Ride (alongside ASO – owners of the Tour de France) , the Eton Triathlon Super Sprints, Kingston Breakfast Run, and an off road winter series. A greater emphasis is being put on the larger flagship events likely to attract maximum interest and drive growth through larger scale and profit. This is bearing fruit with the launch of the London Winter Run - the largest inaugural 10k run ever in the UK with 14,000 entries in year one. A roll out of the Winter Run concept is now planned throughout the UK and beyond, with 2016 events having taken place in Liverpool & Manchester. In addition, an exciting partnership is being forged with ASO with a venture alongside the Tour de Yorkshire (a pro ride over 3 days) and the acquisition of a smaller established sportive called the Lionheart Ride. Other concepts are also being looked at for 2016. Human Race continues to grow steadily and made its first profit before tax for 2015.

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RMS

The Company maintains its ordinary equity investment in RMS. RMS provides port services from six locations on the Humber Estuary, the UK’s busiest trading estuary. The group’s services cover shipping, stevedoring, storage/warehousing and support logistics for import and export cargoes moving between Northern Europe, the Baltic, Russia, the Iberian Peninsula and the Mediterranean. In 2014, activity returned to pre-recession levels as UK economic growth continued. Trading this year however has been difficult primarily due to low prices in the steel and timber industries and high stock levels at steel and wood stockholders. RMS continues to be stable and cash generative.

MicroEnergy

Following the acquisition of an additional 15 turbines in April 2015, which was supported by a £150,000 loan from the Company which has been fully repaid, MicroEnergy now owns and operates a fleet of 168 small onshore wind turbines (<5kW) installed on land in East Anglia and Yorkshire. Revenues from the fleet of turbines come from two sources, both of which are inflation protected, being directly linked to RPI. First, there is the Government backed feed-in tariff (FIT) paid by the electricity suppliers for every kilowatt of electricity generated for twenty years. Secondly, there is an export tariff for any surplus electricity not used by the site owner that is exported to the grid. Revenues to March 2015 fell due to issues with the maintenance provider. The maintenance provider has been replaced and forecast annual sales to 31 March 2016 are c. £290k.

Hembuild

Hembuild, the award winning provider of fast track, sustainable building systems has appointed administrators. The company won the Ashdown Award for its Cheshire Oaks superstore construction for Marks & Spencer. Hembuild has built some notable low carbon/high performance buildings, including the Science Museum’s large object archive; the Cheshire Oaks superstore, which is Marks & Spencer’s largest purpose-built store; a temperature controlled warehouse for the Wine Society, a corporate archive and storage centre for GlaxoSmithKline; Adnam’s Brewery’s Southwold distribution centre and many social and private housing developments. All have shown remarkable performance in terms of both sustainability (due to hemp based products) , temperature and moisture control. More generally, however, the company struggled to gain acceptance from large contractors which prefer to follow more standard building methods. There is unlikely to be any return to shareholders. £235,000, representing 50 per cent. of the Company’s holding of Hembuild loan notes, were repaid at par in May 2015. As a secured creditor for the remaining loan notes, the Company estimates a likely recovery in the region of 25 pence in the pound although the administrator’s work is at an early stage.

Developments since the year end

Since the year the Company has made a qualifying investment of £100,000 in Arcis. Arcis is an R&D company with expertise in the development and commercialisation of a wide range of innovative, effective anti-microbial application technologies.

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

John GlencrossCalculus Capital Limited

15 March 2016

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INVESTMENT PORTFOLIO

The ten largest holdings by value are included below:

Cost Valuation Percentage£ £ %

AIM investments (quoted equity) Epistem Holdings plc* 251,261 232,487 5.7%Other AIM investments* 450,939 3,648 0.1%Unquoted equity investmentsTerrain Energy Limited* 413,633 775,833 19.0%RMS Group Holdings Limited 100,044 598,717 14.7%Human Race Group Limited 100,000 100,000 2.4%Solab Group Limited 35,001 42,168 1.0%Other unquoted equity investments* 1,546,777 78,050 1.9%Unquoted loan notesHuman Race Group Limited loan stock 300,000 300,000 7.3%Solab Group Limited loan stock 215,000 215,000 5.3%Other unquoted loan notes† 456,000 83,750 2.0%Non-qualifying equity investments and loan stocks*† (321,868) (6,404) (0.2%) Total qualifying investments 3,546,787 2,423,249 59.2%Quoted fundsNeptune Quarterly Income Fund Income Units 431,435 497,688 12.2%Neptune Income Fund Income A Class 444,327 479,922 11.8%Aberdeen Liquidity fund 226,000 226,000 5.5%Fidelity Sterling Liquidity fund 226,772 226,772 5.6%Goldman Sachs Liquidity Fund 225,378 225,378 5.5%Non-qualifying equity investments and loan stock*† 321,868 6,404 0.2%Total non-qualifying investments 1,875,780 1,662,164 40.8%Total investments 5,422,567 4,085,413 100.0% * The valuations of certain investments include small purchases made which are non-qualifying investments. These cost £12,750 and are valued at

£6,404.† The valuation of other unquoted loan notes includes rolled up interest for Heritage House Media Limited which is non-qualifying. This cost

£309,118 and is valued at £nil.

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UNQUOTED PORTFOLIO COMPANIES

The following unquoted investments are included in the investment portfolio at the balance sheet date. Further details of these companies are provided below:

RMS Group Holdings Limited Operator of Port Facilities

RMS is a Humberside based port operator, and provides customers with shipping, stevedoring and storage warehousing. The group also has a national logistics division.

Latest audited results (group) : £’000 £’000 Investment information: £’000Year ended 31 December 2014 2013 Total cost 100Turnover 29,223 28,968 Income recognised in year –Profit after tax 775 1,080 Equity valuation 599Net Assets 8,880 8,074 Voting rights 4.5 per centValuation basis: Earnings Multiple

Terrain Energy Limited Oil and Gas Production

Terrain was established by Calculus Capital Limited in 2009 to develop a portfolio of onshore oil and gas producing assets in the UK.

Latest audited results: £’000 £’000 Investment information: £’000Year ended 31 December 2014 2013 Total cost 414Turnover 212 237 Income recognised in year –Pre-tax loss 635 768 Equity valuation 776Net Assets 6,617 7,168 Voting rights 6.2 per centValuation basis: Reserves multiple & DCF Other funds managed by Calculus Capital Limited have invested in this company and have combined voting rights of 5.4 per cent.

MicroEnergy Generation Services Limited Renewable Energy

MicroEnergy is a company set up by Calculus Capital Limited in 2012 to acquire renewable, microgeneration facilities.

Latest audited results: £’000 £’000 Investment information: £’000Period ended 31 March 2015 2014 Total cost 30Turnover 173 212 Income recognised in year 7Pre-tax loss 31 25 Equity valuation 27Net Assets 2,683 2,714 Loan stock valuation –Valuation basis: Discounted cash flow Voting rights 1.0 per cent

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Solab Group Limited Cosmetics Manufacturing

Founded in the 1970s, Hampshire develops and manufactures a comprehensive range of products covering fragrances, body treatments, skincare and shampoos.

Latest audited results (group) : £’000 £’000 Investment information: £’000Period ended 31 Dec 2014 2013 Total cost 250Turnover 26,021 24,129 Income recognised in year 11Profit after tax 144 687 Equity valuation 42Net Assets 2,785 2,592 Loan stock valuation 215Valuation basis: Comparable listed company analysis and precedent transaction multiple

Voting rights 1.2 per cent

Human Race Group Limited Mass Participation Sports

Human Race own and operate over 60 mass participation sports events including triathlon, cycling, running, duathlon, aquathlon and open water swimming.

Latest audited results (group) : £’000 £’000 Investment information: £’000Year ended 31 Dec 2014 2013 Total cost 400Turnover 2,870 2,628 Income recognised in year 33Pre-tax loss 479 495 Equity valuation 100Net Assets 1,329 1,800 Loan stock valuation 300Valuation basis: Sales multiple Voting rights 1.9 per cent

Dryden Human Capital Limited Recruitment

Dryden is headquartered in the UK and specialises in the actuarial, insurance and compliance recruitment sector across UK, Europe and the Far East.

Latest audited results (group) : £’000 £’000 Investment information: £’000Year ended 31 March 2015 2014 Total cost 125Turnover 3,983 3,905 Income recognised in year 4Gross profit 1,693 2,277 Equity valuation 50Pre-tax loss 1,269 1,683 Loan stock valuation 25Net assets1 1,527 (3,984) Voting rights 1.9 per centValuation basis: Sales multiple1 In the year to March 2014 £5.3m share capital was classified as a financial liability in the audited accounts. In the year to March 2015 this was

reclassified as equity

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STRATEGIC REPORT

This report has been prepared by the directors in accordance with the requirements of Section 414A of the Companies Act 2006. The Company’s independent auditor is required by law to report on whether the information given within the strategic report is consistent with the financial statements. The auditor’s report is set out on pages 25 to 28 of the Report and Accounts.

Activities, status and investment objective

The Company is a VCT listed on the London Stock Exchange. The principal activity of the Company is investing in unquoted or AIM traded companies in the UK with the objective of generating long term capital growth and tax free dividends for investors. The Company is managed as a VCT in order that shareholders may benefit from the tax reliefs available.

Business model

The Board of directors is responsible for the overall stewardship of the Company including investment, dividend, borrowing and purchase of own shares policies, corporate strategy and governance and risk management. All the directors, whose details are set out on page 13 of the Report and Accounts, are non-executive. The Board has appointed Calculus Capital Limited to manage its qualifying portfolio and to provide certain administrative services. Details of the management agreement are set out under “Management” in the Directors’ Report. Calculus Capital Limited engages with companies invested in by the Company on corporate governance matters to encourage good practice. This includes engagement on significant social and environmental issues where these may impact shareholder value.

Alternative Investment Funds Directive (AIFMD)

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

Investment and co-investment policies

The investment policy is to invest approximately 75 per cent of the Company’s funds in a diversified portfolio of holdings in qualifying investments, whether unquoted or traded on AIM. Investments are made selectively across a diverse range of sectors in companies which have the potential to generate growth and enhance their value. The balance of approximately 25 per cent of the Company’s funds can be invested in a combination of Neptune Income Funds, a portfolio of income generating UK quoted shares, and money market instruments.

The Company may co-invest with other funds managed and advised by Calculus Capital Limited. The allocation between different funds takes into account such factors as the funds available for investment and the time horizon of these funds, the size of a potential investment, and the existing sector exposure of the various funds.

Policy on qualifying investments

The qualifying investments in a particular company may be made in equity shares, loan stocks and/or preference shares where it is felt this would enhance shareholder return. It is intended that no one company shall represent more than 10 per cent of the portfolio and no sector shall represent more than 20 per cent of the total portfolio, in both cases at the date of investment. The Company’s policy is not to invest in start-up or seed capital situations. To meet the requirements of a VCT qualifying investment, at least 10 per cent by value of the total investments in any one qualifying company must be in ordinary shares which carry no preferential rights. In addition, the companies in which qualifying investments are made must be UK companies that have no more than £15 million of gross assets at the time of investment (or £7 million if the funds being invested were raised after 5 April 2006) . There are also restrictions on the age of the qualifying company and on the total amount of funds it can raise.

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VCT regulation

The Company’s investment policy is designed to ensure that it continues to meet the requirements for approved VCT status. Amongst other conditions, the Company may not invest more than 15 per cent, by value at the time of investment, in a single company and must have at least 70 per cent by value of its investments throughout the period in shares or securities in qualifying holdings, of which 30 per cent by value must be ordinary shares which carry no preferential rights.

Borrowing powers

To give a degree of investment flexibility and to meet short term liquidity requirements, borrowing is permitted by the Company’s Articles of a sum which does not exceed 10 per cent of the Company’s share capital and reserves. The Company has not utilised these powers to date and does not plan to utilise this ability at the current time.

Principal risks and uncertainties and management of risk

The Company is exposed to a variety of risks and the principal risks identified by the Board are noted below.

- Regulatory

The Company is required at all times to observe the conditions within the Income Tax Act 2007 for the maintenance of approved VCT status. This involves compliance with a number of tests which, if not met, could result in the loss of a number of tax reliefs which are currently available to both the Company and its shareholders under its VCT status. The tests are under continual review by Calculus Capital Limited, the administrator and (qualifying) investment manager of the Company. The Board keeps these matters under continual review through the provision of monthly management information and quarterly board meetings. The Board has also retained the services of a VCT consultant to undertake an independent monitoring role.

- Investment and liquidity risk

The majority of the Company’s investments are in small and medium size companies as these meet the VCT qualifying holdings rules. These companies may not be publicly traded or freely marketable and realisations of such investments can be difficult and can take a considerable amount of time. They also, by their nature, tend to carry higher risk than a larger or longer established business. This risk is in part mitigated by diversifying the investments and maintaining around 25 per cent of the Company’s portfolio in liquid assets to enable any short term cash requirements to be met. Calculus Capital Limited further mitigates this risk by considering exit strategy at the time of making investments.

- Market price risk

In addition, the Company is subject to other price risk constituting uncertainty about the future prices of financial instruments held by the Company. This risk is in part mitigated by diversifying the Company’s portfolio. The Company has invested in loan stocks and as a result is subject to credit risk. Credit risk is also included within market risk. The company mitigates this risk through Calculus Capital Limited’s regularly monitoring financial performance of investee companies.

- Other risks

The majority of the loan stocks are fixed rate so the Board does not consider interest rate risk to be material. The Company has no exposure to foreign currency risk, nor does it have any interest bearing liabilities. Further comment is provided on the financial instruments risks of the Company in note 18 to the accounts.

The Board regularly reviews the risks the business faces and their potential impact on the Company. The Board monitors the Company’s performance through the use of regular financial information and administrator and management reports.

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Key performance indicators

The key performance indicators are those that communicate the financial performance and strength of the Company as a whole; these being principally the total return per Ordinary Share and net asset value per Ordinary Share. Further key performance indicators are those which show the Company’s position in relation to the VCT tests which it is required to meet to maintain its VCT status.

In addition to the above, the Board considers performance against the Company’s closest benchmark, the FTSE AIM All-share Index. The performance measures for the year are included in the Financial Highlights on page 1 and reported on in the Chairman’s statement on page 2 of the Accounts.

Key strategic issues considered during the year

The key strategic issues considered during the year were:

The performance of the Company

The value and nature of investments made and realised during the year to ensure these were in accordance with the investment policy and/or whether any changes should be proposed to the investment policy.

The Investment Manager’s Review (Qualifying Investments) on pages 4 to 6 of the Accounts provides commentary on the performance of the Company during the year.

The level of dividends paid and proposed

The Board considered the level of dividends to be proposed and the use of proceeds arising from the sale of one of the Company’s investments.

Employees, environmental, human rights and community issues

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

Statement regarding annual report and accounts

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

By order of the Board

Lesley WatkinsCompany Secretary

15 March 2016

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BOARD OF DIRECTORS

Philip Stephens, Independent, Non-Executive Chairman

Philip was an investment banker in the City for 37 years, until 2002. He is currently non-executive Chairman of Egdon Resources plc and is Chairman of Foresight 4 VCT plc. Prior to retirement, he was at stockbrokers Williams de Broë for four years as joint head of Corporate Finance and before that, was head of UK Corporate Finance at UBS from 1995, having joined UBS in 1989.

John Glencross, Non-Executive Director

John is Chief Executive and joint founder of Calculus Capital Limited and is also a director of Terrain Energy Limited and Calculus VCT plc. He was instrumental in structuring and launching the UK’s first Approved Enterprise Investment Scheme (EIS) Fund in 2000 and has overseen the launch and management of fourteen further EIS funds. Prior to founding Calculus Capital Limited, John worked in Corporate Finance at UBS for nine years latterly as an Executive Director. Prior to this he was a founding member of Deloitte Haskins & Sells’ Corporate Finance Division specialising in small and medium size companies where his experience included secondment to Prudential Venture Managers to restructure its venture capital investment arm, Prutec. He qualified as a chartered accountant with Peat, Marwick, Mitchell & Co. where his experience included approximately one year as a member of the Corporate Recovery Department.

David Kempton, Independent, Non-Executive Director

David is a non-executive director of Impax Ireland plc, an investment company traded on the Irish Stock Exchange. He is also Chairman of EGS Energy Limited, a renewable energy company focused on engineered geothermal systems and non-executive Chairman of Hawksmoor Investment Management, an Exeter based fund manager. David has founded and successfully sold a number of companies including businesses in the engineering and medical instrumentation sectors.

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DIRECTORS’ REPORT

The directors present their report for the Company for the year ended 31 December 2015.

Results

The total loss (after tax) for the year ended 31 December 2015 attributable to the Ordinary shareholders was £431,000 (2014 a return of £691,000) .

The fair value of the Company’s investments at 31 December 2015 was £4.1 million (2014: £3.9 million) . Taking these investments at valuation, the net asset value per Ordinary Share as at 31 December 2015 was 39.3 pence (2014: 51.6 pence) .

Further commentary on the performance and activity of the Company is given in the Chairman’s Statement and the Investment Manager’s Review (Qualifying Investments) .

The financial performance of the Company is set out below:Year ended

31 December 2015

Year ended 31 December

2014(Deficit)/return per Ordinary Share (3.8)p 6.1pNet asset value per Ordinary Share* 39.3p 51.6p * The movement between the current and previous year’s net asset value per Ordinary Share does not agree to the Return per Ordinary Share for the

year. This is because dividends of 8.5 pence per Ordinary Share were paid during the year.

Dividends

A special interim dividend of 5.0 pence per Ordinary Share was paid in March 2015 and the final dividend for 2014 of 2.0 pence was paid in June 2015. In October 2015 an interim dividend of 1.5 pence per share was paid. As the proposed final dividend of 2.0 pence per Ordinary Share has to be approved at the Annual General meeting, it will be paid, subject to approval, to shareholders on 10 June 2016. The record date of the dividend will be 6 May 2016.

Directors’ fees

A report on directors’ remuneration is set out on pages 17 to 19 of the Accounts.

Directors’ and officers’ liability insurance

Directors’ and officers’ liability insurance cover is provided at the expense of the Company.

Corporate governance

A formal statement on corporate governance and the Company’s compliance with the various codes of practice is set out on pages 20 to 23 of the Accounts, and forms part of this Directors’ Report.

Independence

The AIC Code referred to on page 20 of the Accounts discusses the circumstances under which a director may be considered to be independent, including where the director has significant links with other companies or bodies providing services to the Company and where the directors have served for more than nine years.

John Glencross, a director of the Company, is not considered independent. John Glencross is the Chief Executive of Calculus Capital Limited, investment manager (qualifying portfolio) and administrator to the Company. Although both other board members, Philip Stephens and David Kempton have served for more than 9 years they are still considered to be independent as they have no links with the investment manager other than serving as board members of the Company and the Company does not consider that the length of a director’s tenure reduces his ability to act independently.

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Management

During the year Calculus Capital Limited acted as the investment manager in respect of qualifying investments and provided administrative services.

Calculus Capital Limited was appointed as investment manager pursuant to an agreement (the “Management Agreement”) with the Company, terminable by either party by twelve months’ written notice, under which it is entitled to receive investment management and administration fees of an amount equal to 1.8 per cent per annum of the net asset value of the Company attributable to the Ordinary Shares payable quarterly in arrears.

The Investment management fee component of the above-mentioned fee of 1.5 per cent is charged 75 per cent to capital and 25 per cent to revenue. Pursuant to the Management Agreement the total annual management and administration expenses of the Company are capped at 3.5 per cent of the net asset value at each financial year end, with any excess refunded to the Company by way of a reduction to the investment management fees payable for that financial year. For the year to 31 December 2015, Calculus Capital Limited waived £68,000 of their fees (2014: £25,000 of fees were waived) .

The Management Agreement also contains the investment manager’s incentive fee arrangement. Under the incentive arrangement, if the net asset value per Ordinary Share at the end of a financial period, when added to the cumulative distributions per Ordinary Share paid to date, exceeds the higher of £1 as increased by 7 per cent per annum and the highest previous net asset value per Ordinary Share which resulted in an incentive fee being paid (subject to such adjustments as may be agreed with the auditors to reflect capital returned to shareholders) , since the Company’s commencement of trading, then the investment manager will be entitled to an incentive fee equal in value to 20 per cent of such excess. The fee will be payable annually. No performance fee will be paid out until investors have received cumulative distributions of at least 40 pence per share.

Auditors

A resolution to re-appoint Grant Thornton UK LLP as auditor of the Company was approved at the Annual General Meeting held in 2015.

Substantial shareholdings

At 31 December 2015 and 15 March 2016, the latest practicable date before the printing of this report, so far as was known to the Company, there were no shareholders interested, directly or indirectly in 3 per cent or more of the issued Ordinary Share capital of the Company.

Capital structure and rights and obligations attaching to the Company’s shares

The capital structure of the Company is set out in note 13 to the accounts. During the year, the Company did not purchase any Ordinary Shares of 10 pence for cancellation (2014: none) .

Financial risks and risk management

The Company’s principal risks are disclosed in the Strategic Report and Note 18 to the accounts.

Going concern

In assessing the going concern basis of accounting, the directors have had regard to the guidance issued by the Financial Reporting Council. They have considered the cash position of the Company and the value of the liquidity funds and Neptune Funds which are very liquid as well as the annual expenses which are capped at 3.5 per cent of net asset value on 31 December each year. The directors confirm that it is appropriate to adopt the going concern basis of accounting as the Company has adequate resources to continue in business for the foreseeable future.

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Long term viability of the Company

In assessing the long term viability of the company, the directors have had regard to the guidance issued by the Financial Reporting Council. The directors have assessed the prospects of the Company for a period of three years, which was selected because the Company’s strategic review covers a three-year period. The Board’s three-year strategic review considers the company’s income and expenses, dividend policy, liquid investments and ability to make realisations of qualifying investments. These projections are subject to sensitivity analysis which involves flexing a number of the main assumptions underlying the forecast both individually and in unison. Where appropriate, this analysis is carried out to evaluate the potential impact of the Group’s principal risks actually occurring. Based on the results of this analysis, the directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the three-year period of their assessment. The principal assumptions used are as follows: i) Calculus Capital Limited pays any expenses in excess of 3.5 per cent of net asset value as set out on page 15 of the Accounts; ii) the level of dividends paid are at the discretion of the Board; iii) the Company’s liquid investments which include cash, money market instruments and Neptune funds can be realised as permitted by the Company’s investment policy; iv) the illiquid nature of the qualifying portfolio. The Company has a continuation vote in 2018 and the directors have also looked at the projections were shareholders not to vote for the Company to continue. Based on the results of this analysis, the directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due.

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

Greenhouse emissions

The Company has no greenhouse gas emissions to report for its operations, nor does it have responsibility for any other emissions producing sources under the Companies Act 2006 (Strategic Report and Directors’ Reports) Regulations 2013.

Annual General Meeting

A formal notice convening an Annual General Meeting on 17 May 2016 is on pages 47 and 48 of the Accounts. The Ordinary Business to be proposed at the meeting is outlined in the formal notice.

Resolution 8: Authority for the Company to purchase its own shares

It is proposed by Special Resolution 8 that the directors be given authority to make market purchases of the Company’s own shares. Under this authority the directors may purchase shares with an aggregate nominal amount up to but not exceeding 10 per cent of the Company’s issued Ordinary Share capital. When buying shares, the directors cannot pay a price per share which is more than 105 per cent of the middle market prices shown in the quotations for an Ordinary Share in the London Stock Exchange Daily Official List for the five business days immediately preceding the date on which the Ordinary Share is to be purchased. This authority will be effective until the conclusion of the next Annual General Meeting (expected to be in June 2017).

Developments since the year end

There have been no developments since the year end.

Statement of disclosure to auditor

So far as the directors are aware:

(a) there is no relevant audit information of which the Company’s auditor is unaware, and

(b) they have taken all steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the Company’s auditor is aware of that information.

By order of the Board

Lesley Watkins Company Secretary

15 March 2016

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DIRECTORS’ REMUNERATION REPORT

For the year ended 31 December 2015

The Board has prepared this report in accordance with the requirements of Schedule 8 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008. The law requires the Company’s auditor to audit certain of the disclosures provided. Where disclosures have been audited, they are indicated as such. The auditor’s opinion is included in their report on pages 25 to 28 of the Accounts.

Remuneration committee

The Company has three non-executive directors. The Board as a whole fulfils the function of a Remuneration Committee and has access to independent advice where the directors consider it appropriate. The Board carried out a review of the level of directors’ fees during the year, and concluded that the amounts should remain unchanged for 2015. At the meeting held in March 2016, it was determined that remuneration should be increased with effect from 1 July 2016 as set out in Policy on directors’ remuneration below.

The annual fees for each director are shown below. Since the Company has no employees and all directors are non-executive, the provisions of the UK Corporate Governance Code on the role of a chief executive and on directors’ remuneration, except in so far as they apply to non-executive directors, are not relevant to the Company and are not reported on further. As the Company has no executive directors or employees there is no breakdown of remuneration which can be given other than for the non-executive directors.

Policy on directors’ remuneration

The Board’s policy is that the remuneration of non-executive directors should reflect the experience of the Board as a whole, the responsibilities of the role, the time commitment required and be fair and comparable to that of other venture capital trusts that are similar in size, have a similar capital structure, and have a similar investment objective (UK income and growth) . It is intended that this policy will continue for the year to 31 December 2016.

The fees for the non-executive directors are determined within the limits (not to exceed £100,000 per year in aggregate) set out in the Company’s Articles of Association, and they are not eligible for bonuses, pension benefits, share options, long-term incentive schemes or other benefits. The fees are fixed and are paid quarterly in arrears. Directors are able to claim expenses that are incurred in respect of duties undertaken in connection with the management of the Company. There have been no increases in remuneration since the Company was established, but with effect from 1 July 2016, the fees for Philip Stephens and David Kempton will be increased by £2,000 per person, per annum.

It is the Board’s policy that none of the directors has a service contract. The terms of their appointment provide that a director shall retire and be subject to re-election at the first Annual General Meeting after his appointment, and at least every three years after that. However as the directors have now served for nine years the policy is that they should retire and offer themselves for re-election on an annual basis. The terms also provide that a director may be removed on not less than three months written notice and that compensation will not be due on leaving office.

Shareholder approval

Shareholders have not to date expressed any views on the directors’ remuneration. New rules for the reporting of directors’ remuneration came into effect on 1 October 2013. These require shareholders to approve the annual remuneration paid to directors every year and to formally approve the directors’ remuneration policy on a yearly or on a three yearly basis. The directors’ remuneration policy was approved at the Annual General Meeting in 2014 and will be put to shareholders again in 2017. Any change to the directors’ remuneration policy will require shareholder approval. The vote on the Directors’ Remuneration Report is as previously an advisory note. Ordinary resolution 2 to receive and adopt the Directors’ Remuneration Report will be put to shareholders at the forthcoming Annual General Meeting to be held on 17 May 2016.

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Statement of voting at the last annual general meeting

The following table sets out the votes received at the last annual general meeting of shareholders, held on 19 May 2015, in respect of the approval of the Directors’ Remuneration Report:

Votes cast for Votes cast against Total votes VotesNumber % Number % cast withheld617,747 5.5 64,212 0.6 681,959 3,635

Total shareholder return over the last 7 years

The graph below shows total shareholder return from a hypothetical £100 invested since 1 January 2008. This is then compared to the total shareholder return on a notional investment of £100 in the FTSE AIM All-Share Index which is the closest broad index against which to measure the Company’s performance.

Total shareholder return compared to the FTSE AIM All Share Index for the last 7 years

FTSE AIM All Share index

Neptune - Calculus Income and GrowthVCT plc – Ordinary Share Fund

-

Shar

ehol

der r

etur

n (p

ence

)

50.00

100.00

150.00

200.00

250.00

2008 2009 2010 2011 2012 2013 20152014

Directors’ emoluments for the year

The emoluments in respect of qualifying services and compensation of each person who served as a director during the year were as shown below. All the emoluments are directors’ fees. John Glencross, Chief Executive of Calculus Capital Limited, does not receive director’s fees.

No other remuneration was paid or payable by the Company during the financial year nor were any expenses claimed or paid to the directors.

Directors’ emoluments for the year (audited)

31 December 2015

31 December 2014

£ £Philip Stephens – Chairman 14,500 14,500John Glencross – –David Kempton 12,000 12,000Total 26,500 26,500

Taxable benefits (audited)

The directors who served during the year received no taxable benefits during the year.

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Variable pay (audited)

The directors who served during the year received no variable pay relating to the performance of the Company during the year.

Pensions benefits (audited)

The directors who served during the year received no pension benefits during the year.

Directors’ projected emoluments

Based on the current levels of fees and the fees with effect from 1 July 2016, directors’ fees for the forthcoming financial year would be as follows:

31 December 2016

£Philip Stephens – Chairman 15,500John Glencross –David Kempton 13,000Total 28,500 As disclosed under Management in the Directors’ Report, the total annual expenses of the Company are capped at 3.5 per cent of the net asset value at each financial year end, with any excess refunded to the Company by way of a reduction to the investment management fees payable for that financial year. Consequently, the spend on directors’ pay is not significant to the Company as any variation is likely to be directly offset by an equivalent variation in the fees waived by the investment manager.

There is no requirement for the directors to hold shares in the Company nor any restrictions on the purchase or sale of shares in the Company other than to comply with all applicable laws and regulations. The interests of the directors who held office during the year ended 31 December 2015 in the issued Ordinary Shares of the Company were as follows:

Number of Ordinary Shares31 December

201531 December

2014Philip Stephens – Chairman 19,723 19,723John Glencross 109,752 85,942David Kempton 98,940 75,130 John Glencross retires from the Board each year as he is not independent and offers himself for re-election.

The Board considers that John Glencross has considerable investment management and investment company experience. The Board unanimously supports the re-election of John Glencross.

Philip Stephens and David Kempton retire from the Board each year as they have both served nine years and they both offer themselves for re-election. The Board unanimously supports the re-election of Philip Stephens and David Kempton.

Biographical notes on the directors are given on page 13 of the Accounts.

Approval

The Directors’ Remuneration Report on pages 17 to 19 of the Accounts was approved by the Board of directors on 15 March 2016.

Signed on behalf of the Board of directors:

Philip Stephens Director

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CORPORATE GOVERNANCE STATEMENT

Introduction

The Board is accountable to shareholders for the governance of the Company’s affairs and is committed to maintaining high standards of corporate governance and to the principles of good governance as set out in the 2014 UK Corporate Governance Code and the Association of Investment Companies’ Code of Corporate Governance and Guide, revised in February 2015 (the ‘AIC Code’) .

Pursuant to the Listing Rules of the Financial Conduct Authority, the Company is required to provide shareholders with a statement on how the main principles set out in the Code have been applied and whether the Company has complied with the provisions of the Code.

The Board has established corporate governance arrangements that it believes are appropriate to the business of the Company as a venture capital trust.

The Company has complied, throughout the year ended 31 December 2015, with the AIC Code, except as noted below. The provisions relating to the role of Chief Executive, executive directors’ remuneration and the need for an internal audit function have not been complied with for the reasons set out in the preamble to the AIC Code. The Board considers that these provisions are not relevant to the position of the Company, being an externally managed investment company. The Board has therefore not reported further on these areas.

The Board has also not complied with the requirement to appoint an audit committee consisting wholly of independent non-executive directors. This requirement has not been met as none of the independent directors has recent and relevant financial experience as defined by the Code. John Glencross has therefore been appointed to the Audit Committee to meet the requirement to have a director with recent and relevant financial experience on the Audit Committee.

The following statement describes how the principles of good corporate governance have been applied and the Code and the AIC Code followed, and forms part of the Directors’ Report.

Investment manager

Calculus Capital Limited acts as investment manager with regard to qualifying investments. The Company has entered into the Management Agreement with Calculus Capital Limited under which the investment manager is responsible for managing the Company’s qualifying portfolio of assets on a discretionary basis, subject to the supervision of the directors. The Board lays down guidelines within which Calculus Capital Limited implements the investment policy. The Board is responsible for determining the Company’s investment policy and has overall responsibility for the Company’s activities.

The Board keeps under review the performance of the investment manager and considers that continuing the appointment of Calculus Capital Limited is in the best interests of shareholders as a whole.

Administrator

Throughout the year, Calculus Capital Limited acted as administrator to the Company.

Directors

The Board currently comprises three non-executive directors, two of whom are independent from Calculus Capital Limited. The directors’ biographies are set out on page 13 of the Accounts. Due to the nature of their responsibilities and the size of the Board, the Company has not appointed a deputy chairman or a senior independent non-executive director. The directors have not set any measureable objectives in relation to the diversity of the Board.

Although the directors have no service contracts, letters of appointment are in place providing for termination on not less than three months’ written notice. Directors are not entitled to any compensation for loss of office.

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The Articles of Association provide that all directors are re-elected by shareholders at the first annual general meeting and all directors are to be re-elected at least once every three years. However as the directors have now served for nine years the policy is that they should retire and offer themselves for re-election on an annual basis.

The Board undertakes an evaluation of its own performance and that of its Committees and of the individual directors. The performance of individual non-executive directors is evaluated by the Chairman. The evaluation process provides directors with the opportunity to draw on their experience to enable them to suggest how policies and procedures might be improved, to assess any strengths and weaknesses, and to address any perceived imbalance of skills, knowledge and experience.

The Board carried out a simple evaluation process in 2015, independently managed on behalf of the Board by Philip Stephens. As a result of the evaluation the Board considers that all the current directors contribute effectively and that all have skills and experience which are relevant to the leadership and direction of the Company.

The directors meet quarterly and on an ad hoc basis as required. Board Committees are empowered by the Board with delegated powers to consider matters between scheduled board meetings.

During the year there were four Board meetings and three Audit Committee meetings held.

DirectorBoard meetings

attendedAudit Committee

meetings attendedPhilip Stephens 4 3John Glencross 4 3David Kempton 4 3

Nominations committee

The Board does not consider it necessary to establish a nominations committee as it has no executive directors. As such the Board, as a whole, fulfils this function as and when required.

Audit Committee

The Audit Committee currently comprises Philip Stephens, John Glencross and David Kempton. The Audit Committee plays an important role in the appraisal and supervision of key aspects of the Company’s business including financial reporting and internal controls.

The responsibilities of the Audit Committee include reviews of the effectiveness of the internal control environment, the annual report and accounts and half yearly reports, accounting policies, the nature and scope of the external audit, their findings, the terms of appointment of the auditors and the provision of any non-audit services.

The Audit Committee reviews the risks faced by the business and assesses the probability of the occurrence, the impact were it to occur, the mitigating controls and the residual risk. Using this scoring basis the principal risks are identified which the Board considers in the context of its business model.

As part of the review of auditor independence and effectiveness, Grant Thornton UK LLP confirmed to the Audit Committee that it has complied with relevant ethical requirements regarding independence. In evaluating Grant Thornton, the Audit Committee has taken into consideration the standing, skills and experience of the firm and the audit team. Grant Thornton was appointed in 2007 and the appointment has not been put out to tender as the Audit Committee, from direct observation and enquiry of Calculus Capital Limited, remains satisfied that Grant Thornton continues to provide effective independent challenge in carrying out its responsibilities. Following professional guidelines, the audit partner rotates after five years. On the basis of this assessment, the Audit Committee has recommended the continuing appointment of Grant Thornton to the Board. Grant Thornton’s performance will continue to be reviewed annually taking into account all relevant guidance and best practice.

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The Audit Committee reviews the need for non-audit services and authorises such on a case-by-case basis, having consideration to the cost effectiveness of the services and the independence and objectivity of the auditors.

The Audit Committee meets at least three times a year with representatives of Calculus Capital Limited who report on the proper conduct of business in accordance with the regulatory environment in which both the Company and Calculus Capital Limited operate. The Company’s external auditors also attend the Audit Committee at its request, at least once a year, and report on their work procedures, the quality of the Company’s accounting procedures and their findings in relation to the Company’s statutory accounts.

The Audit Committee is authorised to take such independent professional advice (including legal advice) and to secure the attendance of any external advisers with relevant expertise as it considers necessary. The Audit Committee’s terms of reference are available from the Company Secretary and are published on the website www.calculuscapital.com.

The Board considers John Glencross as the member of the Audit Committee having relevant and recent financial experience and, though not independent, he adds value to the Audit Committee.

Significant issues in preparing the financial statements considered by the audit committee during the year included the valuations of the unquoted portfolio investments, the underlying assumptions and income recognition from investments. The valuations were discussed with the investment manager who confirmed that the valuations had been performed in accordance with industry guidelines, on a consistent basis with prior year and took into account the latest available information on the investee companies. The directors discussed the entire portfolio with the investment manager at each meeting, the underlying assumptions about prospects and considered the appropriateness of the judgements made. As part of this process the directors considered the loan stocks held and the extent to which income had been recognised and discussed the assumptions with the investment manager and the external auditors.

The Committee also considered the changes to the Report and Accounts required by the adoption of FRS 102 and in particular the requirement for a viability statement. The length of time which the statement should cover was discussed and a period of three years was selected reflecting the Board’s strategic time horizon. The committee debated the assumptions underlying the forecasts and reviewed the impact of the sensitivity analysis.

Auditor

The auditor undertakes tax compliance as they are best placed to do so; their independence and objectivity is maintained by the tax compliance work being undertaken by a separate team and partner to that performing the audit. Other non-audit services would only be undertaken where this would not compromise auditor independence.

Shareholder relations

The Board supports the principle that the Annual General Meeting be used to communicate with private shareholders and encourages them to participate. The Annual General Meeting will be attended by the Chairman who is also Chairman of the Audit Committee. The notice of general meeting sets out the business of the meeting and can be found on pages 47 to 48 of the Accounts. Shareholders may write to the Company with any concerns or enquiries via the Company Secretary.

Matters reserved for the Board

There is a formal schedule of matters reserved for the decision of the Board and there is an agreed procedure for directors, in the furtherance of their duties, to take independent professional advice if necessary at the Company’s expense.

The Board is responsible for efficient and effective leadership of the Company and has reviewed the schedule of matters reserved for its decision. The specific areas reserved for the Board include final approval of statutory Companies Act requirements including the payment of any dividend and allotment of shares; matters of a Stock Exchange or internal control nature such as approval of shareholder statutory documentation, performance reviews and director independence; and in particular matters of a strategic or management nature, such as the Company’s long term objectives and commercial strategy, the appointment or removal of the investment manager, the Investment Policy,

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corporate governance matters, changes to the Company structure, approving unquoted investment valuations and final approval of borrowing requirements and limits.

In order to enable them to discharge their responsibilities, prior to each meeting directors are provided, in a timely manner, with a comprehensive set of papers giving detailed information on the Company’s transactions, financial position and performance. Representatives of Calculus Capital Limited attend each board meeting, and written information about investments, performance and outlook are obtained from the investment manager at each quarterly meeting. In the light of this information, the Board gives direction to the investment manager with regard to investment objectives and guidelines. Within these established guidelines, the investment manager takes decisions as to the purchase and sale of individual investments within its mandate.

Accountability and audit

The Board’s responsibilities with regard to the accounts are set out on page 24 and a statement of going concern is given on page 15 of the Accounts. The report of the Auditor is on pages 25 to 28 of the Accounts. Calculus Capital Limited, pursuant to the Management Agreement, carries out day-to-day activities pursuant to the terms of the agreement.

Risk management and internal controls

The directors are responsible for the effectiveness of the risk management and internal control systems for the Company, which are designed to ensure that proper accounting records are maintained, that the financial information on which the business decisions are made and which are issued for publication is reliable, and that the assets of the Company are safeguarded. Such a system of risk management and internal control is designed to manage rather than eliminate the risks of failure to achieve the Company’s business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss.

The directors have kept the effectiveness of the Company’s risk management and internal controls under review throughout the year covered by these accounts and up to the date of approval of the Report and Accounts. The Board has identified risk management controls in the key areas of business objectives, accounting, compliance, operations and secretarial as areas for the extended review.

The Board recognises its ultimate responsibility for the Company’s system of risk management and internal controls and for monitoring its effectiveness. Calculus Capital Limited, as the investment manager, has established risk management and internal control frameworks to provide reasonable assurance on the effectiveness of the risk management and internal controls operated on behalf of its clients. The investment manager assesses on an on-going basis the effectiveness of its risk management and internal controls and provides the Board with regular reports on all aspects of risk management and internal control (including financial, operational and compliance control, risk management and relationships with external service providers) .The Board has produced a risk matrix against which the business risks and the effectiveness of the risk management and internal controls can be monitored, which is reviewed at each Audit Committee meeting and at other times as necessary.

In addition, the Board’s appointment of Calculus Capital Limited as administrator has delegated the financial administration of the Company to Calculus Capital Limited. Calculus Capital Limited has an established system of financial controls, including internal financial reporting controls, to ensure that proper accounting records are maintained and that financial information for use within the business and for reporting to shareholders is accurate and reliable and that the Company’s assets are safeguarded.

Approval

The Corporate Governance Report on pages 20 to 23 of the Accounts was approved by the Board of directors on 15 March 2016.

Signed on behalf of the Board of directors:

Philip Stephens Director

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DIRECTORS’ RESPONSIBILITIES STATEMENT

The directors are responsible for preparing the Annual Financial Report and the Company’s Accounts in accordance with applicable law and regulations.

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

• select suitable accounting policies and then apply them consistently;

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

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the accounts and the remuneration report comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Under applicable law and regulations, the directors are also responsible for preparing a Strategic Report, Directors’ Report, Directors’ Remuneration Report and Corporate Governance Statement that complies with that law and those regulations.

The directors are responsible for the integrity of the corporate and financial information included on the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of accounts may differ from legislation in other jurisdictions.

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

We confirm that, to the best of our knowledge: (a) the Accounts, prepared in accordance with applicable accounting standards, give a true and fair view of the assets, liabilities, financial position and deficit of the Company; and (b) the Strategic Report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces.

On behalf of the Board

Philip Stephens Chairman

15 March 2016

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INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF NEPTUNE-CALCULUS INCOME AND GROWTH VCT PLC

Our opinion on the financial statements is unmodified

In our opinion the financial statements:

• give a true and fair view of the state of the Company’s affairs as at 31 December 2015 and of its deficit for the year then ended;

• have been properly prepared in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’; and

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

Who we are reporting to

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 auditor’s 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.

What we have audited

Neptune-Calculus Income and Growth VCT plc’s financial statements for the year ended 31 December 2015 comprise the income statement, the statement of changes in equity, the statement of financial position, the statement of cash flows and the related notes.

The financial reporting framework that has been applied in their preparation is United Kingdom Generally Accepted Accounting Practice including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’.

Overview of our audit approach

• Overall materiality: £45,000, which represents 1% of the Company’s net assets; and

• Key audit risks were identified as the valuation of qualifying investments.

Our assessment of risk

In arriving at our opinions set out in this report, we highlight the following risks that, in our judgement, had the greatest effect on our audit:

Audit risk Valuation of qualifying investments

The Company’s business is investing in financial assets with a view to generating long term capital growth and tax free dividends for investors. The Company’s investment policy is to invest approximately 75 per cent of the Company’s funds in a diversified portfolio of holdings in qualifying investments whether unquoted or traded on the Alternative Investment Market (AIM). Accordingly, the investment portfolio is a significant material item in the financial statements. The recognition and measurement of the unquoted financial assets in the investment portfolio includes significant assumptions and judgements and is therefore a risk that requires particular audit attention.

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How we responded to the risk

Our audit work included, but was not restricted to:

• considering whether the investments were valued in accordance with the International Private Equity and Venture Capital (IPEVC) guidelines and discussing the valuations of the investee companies with the investment manager, including a discussion of the investee companies’ management accounts and board packs, and determining whether the valuations were consistent with that data;

• assessing whether the accounting policy for valuing investments is in accordance with the relevant reporting standard;

• obtaining the valuation workbook prepared by the investment manager, reviewing the methodology and calculation for each investment;

• holding meetings with the investment manager to discuss the assumptions made and performed sensitivity analysis on these assumptions;

• using our internal valuation specialists to assist in determining whether the valuation methodologies used by the investment manager were reasonable for the type of investment; and

• comparing the publically available data obtained on the comparator companies to the discount rates, forecasts and other assumptions made by the investment manager in the valuations of the investee companies.

The Company’s accounting policy on the valuation of unquoted investment is shown in note 2 and related disclosures are included in note 9. The Audit Committee identified the valuation of unquoted investments as a significant issue in its report on page 22, where the Committee also described the action that it has taken to address this issue.

Our application of materiality and an overview of the scope of our audit

Materiality

We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality in determining the nature, timing and extent of our work and in evaluating the results of that work.

We determined materiality for the audit of the financial statements as a whole to be £45,000 which is 1% of net assets. This benchmark is considered the most appropriate as, in our view, it is a key driver of the Company’s performance.

Materiality for the current year is lower than the level that we determined for the year ended 31 December 2014 to reflect the decrease in the net asset value of the Company.

We use a different level of materiality, performance materiality, to drive the extent of our testing and this was set at 75% of financial statement materiality for the audit of the Company financial statements. We also determine a lower level of specific materiality for certain areas such as the revenue column of the income statement, directors’ remuneration and related party transactions.

We determined the threshold at which we will communicate misstatements to the audit committee to be £2,250. In addition we will communicate misstatements below that threshold that, in our view, warrant reporting on qualitative grounds.

Overview of the scope of our audit

A description of the generic scope of an audit of financial statements is provided on the Financial Reporting Council’s website at www.frc.org.uk/auditscopeukprivate.

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We conducted our audit in accordance with International Standards on Auditing (ISAs) (UK and Ireland). Our responsibilities under those standards are further described in the ‘Responsibilities for the financial statements and the audit’ section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the Company in accordance with the Auditing Practices Board’s Ethical Standards for Auditors, and we have fulfilled our other ethical responsibilities in accordance with those Ethical Standards.

Our audit approach was based on a thorough understanding of the Company’s business and is risk based. The day-to-day management of the Company’s investment portfolio, the custody of its investments and the maintenance of the Company’s accounting records is outsourced to third-party service providers. Accordingly, our audit work is focused on:

• obtaining an understanding of, and evaluating, internal controls at the Company and relevant third-party service providers;

• reviewing of reports on the description, design and operating effectiveness of internal controls at relevant third-party service providers; and

• undertaking 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 effectiveness of controls over individual systems and the management of specific risks.

Other reporting required by regulations

Our opinion on other matters prescribed by the Companies Act 2006 is unmodified

In our opinion:

• the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006; and

• the information given in the Strategic Report and Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

Matters on which we are required to report by exception

Under the Companies Act 2006 we are required to report to you if, in our opinion:

• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the accounting records and returns; or

• certain disclosures of directors’ remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

Under the Listing Rules, we are required to review:

• the directors’ statements in relation to going concern and longer-term viability, set out on pages 15 and 16; and

• the part of the Corporate Governance Statement relating to the Company’s compliance with the provisions of the UK Corporate Governance Code specified for our review.

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Under the ISAs (UK and Ireland), we are required to report to you if, in our opinion, information in the annual report is:

• materially inconsistent with the information in the audited financial statements; or

• apparently materially incorrect based on, or materially inconsistent with, our knowledge of the Company acquired in the course of performing our audit; or

• otherwise misleading.

In particular, we are required to report to you if:

• we have identified any inconsistencies between our knowledge acquired during the audit and the directors’ statement that they consider the annual report is fair, balanced and understandable; or

• the annual report does not appropriately disclose those matters that were communicated to the audit committee which we consider should have been disclosed.

We have nothing to report in respect of the above.

We also confirm that we do not have anything material to add or to draw attention to in relation to:

• the directors’ confirmation in the annual report that they have carried out a robust assessment of the principal risks facing the or Company including those that would threaten its business model, future performance, solvency or liquidity;

• the disclosures in the annual report that describe those risks and explain how they are being managed or mitigated;

• the directors’ statement in the financial statements about whether they have considered it appropriate to adopt the going concern basis of accounting in preparing them, and their identification of any material uncertainties to the Company’s ability to continue to do so over a period of at least twelve months from the date of approval of the financial statements; and

• the directors’ explanation in the annual report as to how they have assessed the prospects of the Company, over what period they have done so and why they consider that period to be appropriate, and their statement as to whether they have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions.

Responsibilities for the financial statements and the audit

What the directors are responsible for:

As explained more fully in the Directors’ Responsibilities Statement set out on page 24, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view.

What we are responsible for:

Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and ISAs (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors.

Christopher Smith Senior Statutory Auditorfor and on behalf of Grant Thornton UK LLPStatutory Auditor, Chartered AccountantsLondon15 March 2016

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INCOME STATEMENT

For the year ended 31 December 2015

Year ended 31 December 2015

Year ended 31 December 2014

Revenue Capital Total Revenue Capital TotalNote £’000 £’000 £’000 £’000 £’000 £’000

(Losses)/gains on investments at fair value 9 – (389) (389) – 788 788Investment income 3 114 – 114 107 – 107Investment management fee 4 (4) (11) (15) (14) (42) (56) Other expenses 5 (141) – (141) (148) – (148) (Deficit) /return on ordinary activities before taxation (31) (400) (431) (55) 746 691Taxation on ordinary activities 6 – – –(Deficit) /return attributable to Ordinary shareholders (31) (400) (431) (55) 746 691(Deficit) /return per Ordinary Share 8 (0.27) p (3.54) p (3.81) p (0.49) p 6.60p 6.11p

The total column is the profit and loss account of the Company. The revenue and capital columns are provided as supplementary information in accordance with the AIC SORP.

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

There is no other comprehensive income as there were no other gains and losses.

The notes to the financial statements on pages 33 to 46 of the Accounts form an integral part of this statement.

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STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2015

Share capital

Special reserve

Capital redemption

reserveCapital reserve

Revenue reserve Total

£’000 £’000 £’000 £’000 £’000 £’000For the year ended 31 December 20151 January 2015 1,131 8,356 510 (4,105) (54) 5,838Net deficit after taxation for the year – – – (400) (31) (431)Dividends paid – (961) – – – (961)31 December 2015 1,131 7,395 510 (4,505) (85) 4,446For the year ended 31 December 20141 January 2014 1,131 8,695 510 (4,851) 1 5,486Net deficit after taxation for the year – – – 746 (55) 691Dividends paid – (339) – – – (339) 31 December 2014 1,131 8,356 510 (4,105) (54) 5,838

The notes to the financial statements on pages 33 to 46 of the Accounts form an integral part of this statement.

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STATEMENT OF FINANCIAL POSITION

As at 31 December 2015

Year ended31 December

2015

Year ended31 December

2014Note £’000 £’000

Fixed AssetsInvestments at fair value through profit or loss 9 4,085 3,949Current AssetsDebtors 11 34 21Cash at bank 392 1,979

426 2,000Creditors: Amounts falling due within one yearCreditors 12 (65) (111) Net Current Assets 361 1,889Net Assets 4,446 5,838Represented by:CALLED UP SHARE CAPITAL AND RESERVESShare capital 13 1,131 1,131Special reserve 14 7,395 8,356Capital redemption reserve 14 510 510Capital reserve – other 14 (4,505) (4,105) Revenue reserve 14 (85) (54) Total Ordinary shareholders’ funds 4,446 5,838Net asset value per Ordinary Share 15 39.31p 51.61p

The notes to the financial statements on pages 33 to 46 of the Accounts form an integral part of this statement.

The financial statements on pages 29 to 46 were approved by the Board of directors on and were signed on its behalf by:

Philip StephensDirector

15 March 2016

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STATEMENT OF CASH FLOWS

For the year ended 31 December 2015

Year ended 31 December

2015

Year ended 31 December

2014Note £’000 £’000

Cash flows from operating activitiesInvestment income received 108 98Investment management fees paid (67) –Administration fees paid (26) –Other cash payments (116) (130) Net cash used/generated from operating activities 16 (101) (32) Cash flows from investing activitiesPurchase of investments (975) (160) Sale of investments 450 2,422Net cash (outflow)/inflow from investing activities (525) 2,262Cash flows from financing activitiesEquity dividends paid 7 (961) (339) Net cash used in financing activities (961) (339) (Decrease)/increase in cash and cash equivalents 16 (1,587) 1,891Cash and cash equivalents at the beginning of the year 1,979 88Cash and cash equivalents at the end of the year 392 1979

The notes to the financial statements on pages 33 to 46 of of the Accounts form an integral part of this statement.

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NOTES TO THE FINANCIAL STATEMENTS

1 Company information

The Company is incorporated in England and Wales and operates under the Companies Act 2006 (the Act) and the regulations made under the Act as a public company limited by shares, with registered number 05300876. The registered office of the Company is 104 Park Street London W1K 6NF.

2 Basis of preparation

Basis of accounting

The financial statements have been prepared on a basis compliant with applicable United Kingdom accounting standards, including Financial Reporting Standard 102 - The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland (‘FRS102’) and with the Act. The financial statements have been prepared on the historical cost basis except for the modification to a fair value basis for certain financial Instruments as specified in the accounting policies below. The directors have prepared the financial statements on a basis compliant with the recommendations of the Statement of Recommended Practice November 2014 (“the SORP”) for Investment Trust Companies and Venture Capital Trusts produced by the Association of Investment Companies (“AIC”) .

This is the first year in which the financial statements have been prepared under FRS102. However there are no changes to any prior year balances.

The adoption of FRS 102 has introduced some presentational changes. The statement of cash flows now refers to cash or cash equivalents.

The financial statements are presented in Sterling (£) .

Going concern

After reviewing the Company’s forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The Company therefore continues to adopt the going concern basis in preparing its financial statements.

Significant judgements and estimates

Preparations of the financial statements requires management to make significant judgements and estimates. The items in the financial statements where these judgements and estimates have been made are in the valuation of unquoted investments. The valuation methodologies used when valuing unquoted investments provide a range of possible values. Judgments are used to estimate where in the range the fair value lies. The sensitivity analysis in note 18 demonstrates the impact on the portfolio of applying alternative values in the upside and downside.

As at 31 December 2015 the value of unquoted investments included within the Company’s investment portfolio was £2,193,518 (2014 £2,425,776) . These investments are valued in accordance with the accounting policy disclosed under note 3 investments.

Principal accounting policies

Investments

The Company has adopted FRS 102 11 and 12 for the recognition of financial instruments. The Company’s business is investing in financial assets with a view to profiting from their total return in the form of increases in fair value. Fair value is the amount for which an asset can be exchanged between knowledgeable, willing parties in an arm’s length transaction. The Company manages and evaluates the performance of these investments on a fair value basis in accordance with its investment strategy, and information about the investments is provided on this basis to the Board of directors.

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Investments held at fair value through profit or loss are initially recognised at fair value, being the consideration given and excluding transaction or other dealing costs associated with the investment, which are expensed and included in the capital column of the Income Statement.

After initial recognition, investments, which are classified as at fair value through profit or loss, are measured at fair value. Gains or losses on investments classified as at fair value through profit or loss are recognised in the capital column of the Income Statement, and allocated to the capital reserve – other, and capital reserve – investment holding loss as appropriate.

Aggregate transaction and dealing costs included in disposals and additions are disclosed in note 9 to the financial statements, as recommended by the SORP. All purchases and sales of quoted investments are accounted for on the trade date basis. All purchases and sales of unquoted investments are accounted for on the date that the sale and purchase agreement becomes unconditional.

For quoted investments and money market instruments fair value is established by reference to bid, or last, market prices depending on the convention of the exchange on which the investment is quoted at the close of business on the balance sheet date.

Unquoted investments are valued using an appropriate valuation technique so as to establish what the transaction price would have been at the balance sheet date. Such investments are valued in accordance with the International Private Equity and Venture Capital (“IPEVC”) guidelines. Primary indicators of fair value are derived from earnings or sales multiples, using discounted cash flows, recent arm’s length market transactions by independent third parties, from net assets, or where appropriate, at price of recent investments.

Premiums on loan stock investments and preference shares are accrued at fair value when the Company has the right to receive the premium and expects to do so. Redemption premiums are allocated to the revenue column of the Income Statement.

Cash and cash equivalents

Cash comprises cash on hand and demand deposits. Cash equivalents does not include liquidity fund investments as the Company does not consider the risk associated with changes in value to be insignificant.

Debtors

Short term debtors are measured at transaction price, less any impairment.

Creditors

Short term trade creditors are measured at the transaction price.

Income

Dividends receivable on equity shares and on unquoted funds are recognised as income on the date on which the shares or units are marked as ex-dividend. Where no ex-dividend date is available, the income is recognised when the Company’s right to receive it has been established.

Interest income on loan stock and dividends on preference shares are accrued on a daily basis. Provision is made against this income where recovery is doubtful.

Interest receivable from fixed income securities is recognised using the effective interest rate method.

Interest receivable on bank deposits is included in the financial statements on an accruals basis.

Other income is credited to the revenue column of the Income Statement when the Company’s right to receive the income is established.

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Expenses

All expenses are accounted for on an accruals basis. Expenses are charged through revenue in the Income Statement except as follows:

– costs which are incidental to the acquisition or disposal of an investment are taken to the capital column of the Income Statement;

– expenses are charged to the capital column in the Income Statement where a connection with the maintenance or enhancement of the value of the investments can be demonstrated. In this respect investment management fees have been allocated 75 per cent to the capital column and 25 per cent to the revenue column in the Income Statement, being in line with the Board’s expected long-term split of returns, in the form of capital gains and revenue respectively, from the investment portfolio of the Company;

– expenses associated with the issue of shares are deducted from the share premium account.

Capital reserve

Capital reserve – other

The following are accounted for in this reserve:

– gains and losses on disposal of investments;

– transaction costs which are incidental to the acquisition of investments;

– 75% of investment management fee expenses, together with the related tax effect, is charged to the capital column of the Income Statement in accordance with the above policies; and

– 100% of performance incentive fees.

Capital reserve – investment holding loss

The following are accounted for in this reserve:

– movements in the fair value of investments held at the year end.

Taxation

Under FRS 102, deferred tax must be recognised in respect of all timing differences that have originated but not reversed at the reporting date where transactions or events that result in an obligation to pay more tax in the future have occurred at the reporting date. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversals of the underlying timing differences can be deducted. Timing differences are differences between the Company’s taxable profits and its results as stated in the financial statements.

Deferred tax is measured at the average tax rates that are expected to apply in the periods in which the timing differences are expected to reverse, based on tax rates and laws that have been enacted or substantially enacted by the balance sheet date. Deferred tax is measured on a non-discounted basis.

No taxation liability arises on gains from sales of fixed asset investments by the Company by virtue of its venture capital trust status. However, the net revenue (excluding UK dividend income) accruing to the Company is liable to corporation tax at the prevailing rates.

Any tax relief obtained in respect of management fees allocated to capital is reflected in the capital reserve – other and a corresponding amount is charged against revenue. The relief is the amount by which corporation tax payable is reduced as a result of capital expenses.

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Dividends

Dividends to shareholders are accounted for in the year in which they are paid or approved in general meetings. Dividends payable to equity shareholders are recognised in the Statement of Changes in Equity when they are paid, or have been approved by shareholders in the case of a final dividend and become a liability of the Company.

Share buybacks

Where shares are purchased for cancellation, the consideration paid, including any directly attributable incremental costs, is deducted from distributable reserves. As required by the Companies Act 2006, the equivalent of the nominal value of shares cancelled is transferred to capital redemption reserve.

3 Income

Year ended 31 December 2015

Year ended 31 December 2014

£’000 £’000Income from quoted investmentsUK dividend income 52 44Unfranked investment income – –

52 44Income from unquoted investmentsUnfranked investment income 62 48

62 48Other incomeRedemption premium – 15Fees – –

– 15

Total income 114 107Total income comprisesDividends 52 44Interest 62 63Fees – –Total income 114 107

All income arose in the United Kingdom.

The Board considered operating segments and considered there to be one, that of investing in financial assets.

4 Investment management fee

Year ended 31 December 2015

Year ended 31 December 2014

Revenue Capital Total Revenue Capital Total£’000 £’000 £’000 £’000 £’000 £’000

Investment management fee 21 62 83 20 61 81Claw back of excess expenses (17) (51) (68) (6) (19) (25)

4 11 15 14 42 56 For the year ended 31 December 2015, Calculus Capital Limited waived £68,455 (2014: £24,912) of its fees. At 31 December 2015, there was £5,259 due to Calculus Capital Limited (31 December 2014: due to Calculus Capital Limited £65,556) . Details of the terms and conditions of the investment management agreement are set out under “Management” in the Directors’ Report.

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5 (Deficit)/return on ordinary activities before taxation

The deficit on ordinary activities before taxation is stated after:

Year ended 31 December 2015

Year ended 31 December 2014

£’000 £’000Fees payable to the Company’s auditor for the audit of the Company’s individual accounts 22 22Fees payable to the Company’s auditor for other services: Tax compliance services 7 10Directors’ remuneration and social security contributions 26 28Other expenses 86 88

141 148 Further details of directors’ remuneration can be found in the Directors’ Remuneration Report.

6 Taxation on ordinary activities

Year ended 31 December 2015

Year ended 31 December 2014

Revenue Capital Total Revenue Capital Total£’000 £’000 £’000 £’000 £’000 £’000

UK Corporation Tax – – – – – –The tax assessed for the year is lower than the standard rate of corporation tax In the United Kingdom at 20.25% (2014: 21.50%) The differences are explained as follows

(Deficit) /return on ordinary activities before taxation: (31) (400) (431) (55) 746 691(Deficit) /return on ordinary activities multiplied by Corporation Tax at 20.25% (2014: 21.50%) (6) (81) (87) (12) 160 148Effect of:UK dividends not chargeable to tax (11) – (11) (10) – (10) Non-taxable losses/(gains) – 79 79 – (169) (169) Excess expenses for the year 17 2 19 22 9 31Total tax charge – – – – – –

On 1 April 2015, the Corporation Tax rate decreased from 21% to 20%. The rate remained at 20% for the rest of 2015.

At 31 December 2015, the Company had £1,444,298 (31 December 2014: £1,351,017) of excess management expenses to carry forward against future taxable profits. The deferred tax asset of £259,974 (31 December 2014: £270,203) has not been recognised due to the fact that it is unlikely the excess management fees will be set off in the foreseeable future.

7 Dividends

Year ended 31 December 2015

Year ended 31 December 2014

£’000 £’000Paid during the year:2014 Special dividend: 5.0p (2013: nil) per Ordinary Share 565 –2014 Final dividend: 2.0p (2013: 2.0p) per Ordinary Share 226 2262015 Interim dividend: 1.5p (2014: 1.0p) per Ordinary Share 170 113

961 339Declared post year end:2015 Final dividend: 2.0p (2014: 2.0p) per Ordinary Share 226 226

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The Company paid a special dividend in March 2015 of 5.0p per Ordinary Share (2014: nil) , a final dividend in June 2015 of 2.0p per Ordinary Share (2014: 2.0p) and an interim dividend in October 2015 of 1.5p per Ordinary Share (2014:1.0p) . The directors are proposing a final dividend of 2.0p per Ordinary Share in respect of the year ended 31 December 2015 (2014: 2.0p) . Subject to shareholder approval, this dividend will be paid on 10 June 2016 to shareholders on the register on 6 May 2016.

8 Basic and diluted earnings per share

Year ended 31 December 2015

Year ended 31 December 2014

Revenue Capital Total Revenue Capital Totalpence pence pence pence pence pence

Ordinary Share (0.27) p (3.54) p (3.81) p (0.49) p 6.60p 6.11p Basic and diluted earnings per Ordinary Share is based on the net revenue deficit on ordinary activities attributable to the Ordinary Shares of £31,000 (2014: deficit of £55,000) and on 11,311,329 (31 December 2014: 11,311,329) Ordinary Shares, being the weighted average number of Ordinary Shares in issue during the year.

Basic and diluted capital deficit per Ordinary Share is based on the net capital deficit for the year of £400,614 (2014: return of £746,407) and on 11,311,329 (31 December 2014: 11,311,329) Ordinary Shares, being the weighted average number of Ordinary Shares in issue during the year.

Basic and diluted total deficit per Ordinary Share is based on the total deficit on ordinary activities attributable to the Ordinary Shares of £430,553 (2014: return of £691,080) and on 11,311,329 (31 December 2014: 11,311,329) Ordinary Shares, being the weighted average number of Ordinary Shares in issue during the year.

As the Company has not issued any convertible securities or share options, there is no dilutive effect on return per share.

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9 Investments at fair value through profit or loss

Year Ended31 December 2015

Year Ended31 December 2014

£’000 £’000AIM investments 236 560Quoted Neptune income funds 978 960Unquoted investments 2,193 2,426Money market instruments 678 3

4,085 3,949

£’000 £’000Opening book cost 5,414 6,517Opening investment holding losses (1,465) (1,094) Opening valuation 3,949 5,423Movements in the year:Purchases at cost 975 160Sales – proceeds (450) (2,422) – realised (losses)/gains on sales (517) 1,159Movement in investment holding losses 128 (371) Closing valuation 4,085 3,949Closing book cost 5,422 5,414Closing unrealised losses (1,337) (1,465) Closing valuation 4,085 3,949

£’000 £’000(Loss)/gain on disposal of investments (517) 1,159Movement in investment holding gains/(losses) 128 (371) Total (losses)/gains on investments (389) 788

In the year to 31 December 2015, Hembuild Group Limited was written down by £103,523 due to it entering administration.

There have not been any transaction costs in the year to 31 December 2015, nor in the year to 31 December 2014.

Note 18 to the financial statements provides a detailed analysis of investments held at fair value through profit or loss.

10 Significant interests

The Company had the following interests of 3 per cent or more in the share capital of its portfolio companies:

Class of shares Number held Proportion of class heldTerrain Energy Limited Ordinary £1 412,677 6.2%Heritage House Media Limited A Ordinary Shares of 1p 147,369 21.1%Heritage House Media Limited AA Ordinary Shares of 1p 1,955,934 19.6%RMS Group Holdings Limited Ordinary £1 85,166 4.5%

At 31 December 2015, the value of shares in Heritage House Media Limited was £nil (31 December 2014: £nil).

11 Debtors

Year Ended31 December 2015

Year Ended31 December 2014

£’000 £’000Accrued income 10 –Other debtors and prepayments 24 21

34 21

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12 Creditors – amounts falling due within one year

Year Ended31 December 2015

Year Ended31 December 2014

£’000 £’000Accruals and other creditors 65 111

13 Called up share capital

Ordinary Shares

Issued and fully paid:Year Ended

31 December 2015Year Ended

31 December 2014Ordinary Shares of 10p each Number £’000 Number £’000As at 1 January 11,311,329 1,131 11,311,329 1,131As at 31 December 11,311,329 1,131 11,311,329 1,131

14 Reserves

Special reserve

Capital redemption

reserve

Capital reserve – other

Capital reserve –

investment holding

lossRevenue reserve

£’000 £’000 £’000 £’000 £’000At 1 January 2015 8,356 510 (2,640) (1,465) (54) Gains on sales – – (517) – –Movement in investment holding losses – – – 128 –Investment management fee charged to capital – – (11) – –Dividends paid (961) – – – –Retained net loss for the year – – – – (31) At 31 December 2015 7,395 510 (3,168) (1,337) (85) The Special reserve was created to (i) create a distributable reserve which can be used by the Company to fund purchases of its own shares; (ii) to enable the Company to offset the effects of any future unrealised losses on future dividends payable in respect of shares; and (iii) since the Company revoked its status as an investment company, for any other purpose. The Company is therefore able to make distributions out of the aggregate of its Revenue reserve, Special reserve and Capital reserves, excluding any gains arising on the valuation of unquoted investments.

15 Net asset value per share

Year Ended31 December 2015

Year Ended31 December 2014

pence penceOrdinary Shares of 10p each 39.31 51.61

The basic and diluted net asset value per Ordinary Share is based on net assets (including current year revenue) of £4,446,002 (31 December 2014: £5,838,033) and on 11,311,329 (31 December 2014: 11,311,329) Ordinary Shares, being the number of Ordinary Shares in issue at the end of the year.

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16 Reconciliation of net (deficit) /return before finance charges and taxation to net cash outflow from operating activities

Year ended 31 December 2015

Year ended 31 December 2014

£’000 £’000Net (deficit) /return before finance charges and taxation (431) 691Net capital deficit/(return) 400 (745) (Increase) /decrease in debtors (13) 2(Decrease) / increase in creditors (46) 62Investment management fee charged to capital (11) (42) Net cash outflow from operating activities (101) (32)

17 Financial commitments

At 31 December 2015 and 2014 the Company did not have any financial commitments which had not been accrued.

18 Financial Risk Management

The objective of the Company is to generate long term capital growth and tax free dividends for investors. The investment policy is to invest approximately 75 per cent of the Company’s funds in a diversified portfolio of holdings in qualifying investments, whether unquoted or traded on AIM. Investments are made selectively across a diverse range of sectors in companies which have the potential to generate growth and enhance their value. The investments in a particular company may be made in loan stocks or preference shares as well as equity shares where it is felt this would enhance shareholder return. In accordance with the Company’s risk averse approach, the investment manager will only invest when it believes it has identified the right investment opportunity. The balance of approximately 25 per cent of the Company’s funds can be invested in a combination of Neptune income funds, a portfolio of similar income generating UK listed shares and money market instruments.

The ten largest holdings by value and the amounts invested in quoted equity, unquoted equity, unquoted bonds, unquoted preference shares, quoted funds and unquoted funds are set out in the Investment Portfolio, on page 7 of the Report and Accounts.

The Company’s financial instruments comprise securities, cash balances and debtors and creditors that arise from its operations.

The Company has no exposure to foreign currency risk.

The principal risks the Company faces in its portfolio management activities are:

– Market price risk

– Interest rate risk

– Liquidity risk

The investment manager’s policies for managing these risks are summarised below and have been applied throughout the year. The Board keeps the risks under continual review through the provision of monthly management information and quarterly board meetings.

(i) Market price risk

Market price risk arises from uncertainty about the future prices of financial instruments held in accordance with the Company’s investment objectives. It represents the potential loss that the Company might suffer through holding market positions in the face of market movements. This risk is monitored by the investment manager on a regular basis and by the Board at meetings with the investment manager.

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The Board reviews each investment purchase in the qualifying portfolio to ensure that any acquisition allows the Company to maintain an appropriate spread of other price risk and that it falls within the VCT qualifying criteria at the time of purchase. It considers the associated business risks of each investment. These include, but are not restricted to, the industry sector, management expertise and financial stability of each company.

The Company does not use derivative instruments to hedge against market price risk. The maximum potential exposure to market price risk is the value of the investment portfolio as at 31 December 2015 of £4,085,000 (31 December 2014: £3,949,000) .

The Board believes that the Company’s assets are mainly exposed to market price risk, as the Company holds most of its assets in the form of investments in VCT qualifying small UK companies whose equity shares are either quoted or valued by reference to the share prices of quoted comparable companies and are thus subject to market movements. The Board considers that investments in loan stock and/or preference shares may also be sensitive to changes in quoted share prices as the value of these financial instruments can be determined with reference to the enterprise value of the investee company which may be based on the value of quoted comparable companies.

The table below shows the impact upon profit and net assets if there were to be a 10 per cent (31 December 2014: 10 per cent) movement in overall share prices, and assumes:

– that each of the shares and the Neptune funds held by the Company produces an overall movement of 10 per cent, and

– the values of the loan stocks and liquidity funds are not affected by a market movement of this size, and

– that the actual portfolio of investments held by the Company is perfectly correlated to this overall movement in share prices. Shareholders should however note that this level of correlation is highly unlikely in reality.

If overall share prices fell/rose by 10 per cent (2014: 10 per cent) , with all other variables other than investment management fees held constant:

Year Ended31 December 2015

Return and net assets

Year Ended31 December 2014

Return and net assets

£’000 £’000(Decrease) /increase in return (271) /271 (301) /301(Decrease) /increase in net asset value per Ordinary Share (2.40) p/2.40p (2.66) p/2.66p

A decrease of £271,354 (31 December 2014: £301,081) in the net assets of the Company would have decreased investment management fees payable to the investment manager for the financial year under review by £9,497 (31 December 2014: £10,538) . An increase of £271,354 (31 December 2014: £301,081) would have increased investment management fees payable by £9,497 (31 December 2014: £10,538) .

The impact of a change of 10 per cent has been selected, as in current market conditions, an increase/(decrease) in the aggregate values of investments in shares and Neptune funds by 10 per cent is reasonably possible based on historical changes that have been observed.

The Board considers credit risk to be part of market risk. The failure of a counterparty to a transaction to discharge its obligations under that transaction could result in the Company suffering a loss. The Company manages this risk by ensuring that where an investment is made in an unquoted loan, it is made as part of the overall equity and debt package. The recoverability of the debt is assessed as part of the overall investment process and is then monitored on an ongoing basis by the investment manager who reports to the Board on any recoverability issues. It also ensures that cash at bank is held only with reputable banks with high quality external credit ratings. None of the Company’s financial assets are secured by collateral or other credit enhancements. The total exposure to loan stocks and cash is set out above in the interest rate risk section.

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All quoted shares of the Company which are traded on a recognised exchange are held by Reyker Securities plc, the Company’s custodian. The Board regularly monitors the Company’s risk by reviewing assessments of the custodian submitted by the investment manager.

(ii) Interest rate risk

Interest is earned on cash balances and money market funds and is linked to the banks’ variable deposit rates. The Board does not consider interest rate risk to be material. Interest rate risk arising on loan stock instruments is not considered significant, as the main risks on these investments are credit risk and market price risk. The interest rate earned on the loan stock instruments has be disclosed below:

Effective Interest rate on 31 December 2015 %

Human Race Group Limited 12.0Solab Group Limited 6.5Dryden Human Capital Group Limited 15.0

On 31 December 2015, there was £4,747 in loan stock interest overdue from Dryden Human Capital Group Limited.

The Company does not have any interest bearing liabilities.

An analysis of financial assets and liabilities, which identifies the risk of the Company’s holding of such items is provided. The Company’s financial assets comprise equity and preference shares, loan stock, cash and debtors. The interest rate profile of the Company’s financial assets is given in the table below:

Year Ended31 December 2015

Year Ended31 December 2014

Fair value interest rate

risk

Cash flow interest rate

risk

Fair value interest rate

risk

Cash flow interest rate

risk£’000 £’000 £’000 £’000

Loan stock 599 – 829 –Money market funds – 678 – 3Cash – 392 – 1,979

599 1,070 829 1,982 The variable rate is based on the banks’ deposit rate, and applies to cash balances held and the money market funds. The benchmark rate which determines the interest payments received on interest bearing cash balances is the Bank of England base rate which was 0.5 per cent as at 31 December 2015 (31 December 2014: 0.5 per cent) .

(iii) Liquidity risk

The investments the Company holds include AIM quoted securities where the liquidity is generally below that of securities listed/quoted on the main market and it also holds unquoted investments where there is no ready market for the securities. The ability of the Company to realise positions may therefore be restricted when there are no willing purchasers.

The Board, which monitors the Company’s overall liquidity risk, seeks to ensure that an appropriate proportion of the Company’s investment portfolio is invested in cash and readily realisable securities, which are sufficient to meet any funding commitments that may arise.

At 31 December 2015, the Company held £2,048,000 (31 December 2014: £2,942,000) in cash and readily realisable securities (including the investments in the Neptune Income Fund and Neptune Quarterly Income Fund) to pay accounts payable and accrued expenses.

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Fair value hierarchy

Investments held at fair value through profit and loss are valued in accordance with IPEVC guidelines as follows:

Valuation MethodologyYear ended

31 December 2015Year ended

31 December 2014£’000 £’000

Quoted market bid price 1,892 1,523Expected recoverable amount 59 65Discounted cash flow 27 28Earnings multiple 599 599Recent investment price – 397Sales multiple 475 462Precedent transaction multiple 257 103Reserves multiple 776 772

4,085 3,949

The valuation method used will be the most appropriate valuation methodology for an investment within its market, with regard to the financial health of the investment and the IPEVCA guidelines.

In order to provide further information on the valuation techniques used to measure assets carried at fair value, the measurement bases are categorised into a “fair value hierarchy” as follows:

– Quoted market prices in active markets – “Level 1”

Inputs to Level 1 fair values are quoted prices for identical asset in an active market. Quoted in an active market in this context means 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 price is usually the current bid price. The Company’s investments in AIM quoted equities, money market funds and the quoted Neptune funds are classified within this category.

– Valued using models with significant observable market inputs – “Level 2”

Inputs to Level 2 fair values are inputs other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly. The Company has no investments classified within this category.

– Valued using models with significant unobservable market inputs – “Level 3”

Inputs to Level 3 fair values are unobservable inputs for the asset. Unobservable inputs may have been used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset at the measurement date (or market information for the inputs to any valuation models) . As such, unobservable inputs reflect the assumptions the Company considers that market participants would use in pricing the asset. The Company’s unquoted equities, preference shares and loan stock are classified within this category. As explained in note 1, unquoted investments are valued in accordance with the IPEVCA guidelines.

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Financial assets at fair value through profit of loss for year ended 31 December

2015Level 1 Level 2 Level 3 Total

£’000 £’000 £’000 £’000Equity investments 236 – 1,595 1,831Fixed interest investments – – 598 598Preference share investments – – – –Money market funds 678 – – 678Quoted Neptune income funds 978 – – 978

1,892 – 2,193 4,085

Financial assets at fair value through profit of loss for year ended 31 December

2014Level 1 Level 2 Level 3 Total

£’000 £’000 £’000 £’000Equity investments 560 – 1,597 2,157Fixed interest investments – – 829 829Preference share investments – – – –Money market funds 3 – – 3Quoted Neptune income funds 960 – – 960

1,523 – 2,426 3,949

In order to maintain disclosures in line with the prior year, the Company has early adopted the changes to FRS 102 published by the FRC in March 2016.

In valuing the unquoted portfolio, the inputs include the discount rate used when performing the discounted cash flow analysis and the multiple applied in universal transaction and comparable company analysis. The portfolio has been reviewed and both downside and upside reasonable possible alternative assumptions have been identified and applied to the valuation of each of the unquoted investments. Applying the downside alternatives the value of the unquoted investment portfolio would be £565,003 (31 December 2014: £163,000) or 25.8 per cent (31 December 2014: 6.6 per cent) lower. Using the upside alternatives the value of the unquoted investment portfolio would be increased by £715,134 (31 December 2014: £166,000) or 32.6 per cent (31 December 2014: 6.7 per cent) higher.

Financial liabilities

The Company finances its operations through its issued share capital and existing reserves. The only financial liabilities of the Company are creditors all of which are sterling denominated and are due within one year. The creditors are disclosed in note 12. No interest is paid on these liabilities.

All assets and liabilities are carried at fair value.

Capital management policies and procedures

The Company’s capital management objectives are to ensure that it will be able to continue as a going concern and to maximise the income and capital return to its Ordinary shareholders.

The Board, with the assistance of the investment manager monitors and reviews the broad structure of the Company’s capital on an ongoing basis. This review includes the planned level of gearing, which takes account of the Manager’s views on the market; the need for new issues of equity shares; and the extent to which revenue in excess of that which is required to be distributed should be retained. The capital of the Company is made up of called up share capital and reserves as detailed on the statement of financial position on page 31 of the Report and Accounts.

46

19 Related Party Transactions

Calculus Capital Limited receives an investment manager’s fee from the Company. As disclosed in Note 4, for the year ended 31 December 2015, Calculus Capital Limited waived £68,455 (2014: £24,912) of its fees. At 31 December 2015, there was £5,259 due to Calculus Capital Limited (31 December 2014: due to Calculus Capital Limited £65,556) .

20 Other Transactions with the Investment Manager

The Company’s qualifying investments are managed by Calculus Capital Limited. John Glencross, a director of the Company, has an interest in Calculus Capital Limited and is a director of Terrain Energy Limited.

Calculus Capital Limited receives annual fees for monitoring and for the provision of a director from Terrain Energy Limited, Human Race Group Limited and Solab Group Limited. Calculus Capital Limited receives a monitoring fee from Hembuild Group Limited and from MicroEnergy Generation Services Limited. Calculus Capital Limited receives a fee from Dryden Human Capital Group for the provision of a director. Calculus Capital Limited also received a fee from Terrain Energy Limited for office support services.

In the year ended 31 December 2015, the amount payable to Calculus Capital Limited which was attributable to the investment in the Company was £700 (2014: £2,875) for Dryden Human Capital Group Limited, £829 (2014: £699) for Solab Group Limited, £3,178 (2014: £3,138) from Human Race Group Limited, £598 (2014: £5,780) from Hembuild Group Limited, £2,681 (2014: £2,640) from Terrain Energy Limited and £954 (2014: £235) from MicroEnergy Generation Services Limited (all excluding VAT) .

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the tenth Annual General Meeting of Neptune-Calculus Income and Growth VCT plc will be held on 17 May 2016 at 12.00 noon at 104 Park Street, London, W1K 6NF for the following purposes:

To consider and, if thought fit, to pass the following resolutions, of which numbers 1 to 7 will be proposed as ordinary resolutions and number 8 as a special resolution.

ORDINARY RESOLUTIONS

1) To receive the Report and Accounts for the year ended 31 December 2015.

2) To approve the Directors’ Remuneration Report.

3) To approve the payment of a final dividend of 2 pence per Ordinary Share payable to all shareholders.

4) To re-elect John Glencross as a director of the Company.

5) To re-elect David Kempton as a director of the Company.

6) To re-elect Philip Stephens as a director of the Company.

7) To re-appoint Grant Thornton UK LLP as auditors and to authorise the directors to fix the auditors’ remuneration.

SPECIAL RESOLUTION

8) To authorise the Company to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of Ordinary Shares of 10 pence each in the capital of the Company (“Ordinary Shares”) provided that:

i. the maximum aggregate number of Ordinary Shares authorised to be purchased is an amount equal to 10 per cent of the Ordinary Shares in issue at the date of the resolution;

ii. the minimum price, exclusive of any expenses, which may be paid for an Ordinary Share is 10 pence;

iii. the maximum price, exclusive of any expenses, which may be paid for any such share is an amount equal to 105 per cent of the middle market prices shown in the quotations for an Ordinary Share, in the Official List for the five business days immediately preceding the date on which the Ordinary Share is to be purchased;

iv. unless previously revoked or substituted, the authority hereby conferred shall expire on conclusion of the next annual general meeting of the Company (expected to be June 2017) ; and

v. the Company may make a contract for the purchase of Ordinary Shares under this authority before the expiry of this authority which would or might be executed wholly or partly after the expiry of such authority, and may make purchases of Ordinary Shares in pursuance of such a contract as if such authority had not expired.

By order of the Board

Lesley WatkinsCompany Secretary

15 March 2016

104 Park StreetLondon

W1K 6NF

48

Notes

1. This notice is being sent to all members and to any person nominated by a member of the Company under section 146 of the Companies Act 2006 to enjoy information rights.

2. Only holders of Ordinary Shares or their duly appointed representatives are entitled to attend, vote and speak at the AGM. A member so entitled may appoint (a) proxy(ies) , who need not be (a) member(s) , to attend, speak and vote on his/her behalf. A Form of Proxy is enclosed with this notice and instructions for its completion are shown on the form. To be valid a proxy appointment must reach the office of the Company’s Registrars, Capita Asset Services, at PXS, 34 Beckenham Road, Beckenham, BR3 4TU not less than 2 business days before the time fixed for the AGM or any adjournment thereof. A member may appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to a different Ordinary Share(s) held by him/her. Completing a form does not prevent a member from attending and voting in person.

3. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with section 146 Companies Act 2006 (“nominated persons”) . Nominated persons may have a right under an agreement with the registered shareholder who hold shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.

4. The Company, pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, specifies that only those members on the register of members of the Company as at 18.00pm on 13May 2016 (or, if the AGM is adjourned, members on the register of members not later than 48 hours before the time fixed for the adjourned meeting) are entitled to attend and vote at the AGM in respect of the shares registered in their names at that time. Subsequent changes to the register shall be disregarded in determining the rights of any person to attend and vote at the AGM.

5. Under section 319A of the Companies Act 2006, a member attending the meeting has the right to ask questions in relation to the business of the meeting. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

6. As at 15 March 2016 (being the last practicable date prior to any publication of this notice) , the Company’s issued share capital consists of 11,311,329 Ordinary Shares carrying one vote each.

7. Copies of contracts of service and letters of appointment between the directors and the Company will be available for inspection at the Registered Office of the Company during normal business hours until the conclusion of the AGM, and at the place of the AGM for at least 15 minutes prior to the AGM until its conclusion.

8. Members should note that it is possible that, pursuant to requests made by members of the Company under section 527 of the Companies Act 2006, the Company may be required to publish on a website a statement setting out any matter relating to: (i) the audit of the Company’s accounts (including the auditor’s report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstances connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the members requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company’s auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.

9. A copy of this notice, and other information required by section 311A of the Companies Act 2006, can be found on the www.calculuscapital.com website, which is a website maintained by the Company’s investment manager, Calculus Capital Limited. The maintenance and integrity of the website maintained by Calculus Capital Limited is, so far as it relates to the Company, the responsibility of Calculus Capital Limited.

10. A member may not use any electronic address provided either in this notice or in any related documents (including the form of proxy) to communicate with the Company for any purposes other than those expressly stated.

11. Under section 338 and section 338A of the Companies Act 2006, members meeting the threshold requirements in those sections have the right to require the Company (i) to give, to members of the Company entitled to receive notice of the meeting, notice of a resolution which may properly be moved and is intended to be moved at the meeting; and/or (ii) to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may be properly included in such business. A resolution may properly be moved or a matter may properly be included in the business of the meeting unless (a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reasons of inconsistency with any enactment or the Company’s constitution or otherwise) , (b) it is defamatory of any person, or (c) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business of the meeting, must be authorised by the person or persons making it, must be received by the Company not later than 5 April 2016, being the date six clear weeks before the meeting, and (in the case of a matter to be included in the business of the meeting only) must be accompanied by a statement setting out the grounds for the request.

CORPORATE INFORMATION

Directors Philip Stephens (Chairman) John GlencrossDavid Kemptonall of 104 Park StreetLondon W1K 6NF

Secretary Lesley Watkins104 Park StreetLondon W1K 6NF

Auditors and tax advisers Grant Thornton UK LLP30 Finsbury SquareLondon EC2P 2YU

Registered office 104 Park StreetLondon W1K 6NF

Registered Number 05300876

Manager for qualifying investments Calculus Capital Limited104 Park StreetLondon W1K 6NF

Stockbroker N+1 Singer Capital Markets LimitedOne Bartholomew LaneLondonEC2N 2AX

Registrar and receiving agent Capita Asset ServicesThe Registry34 Beckenham RoadBeckenhamKentBR3 4TU

Custodian Reyker Securities plc17 MoorgateLondonEC2R 6AR

Solicitors to the Company R W Blears LLP125 Old Broad StreetLondonEC2N 1AR

Bankers HSBC plc79 PiccadillyLondonW1J 8EUAdam & Company22 King StreetLondon SW1Y 6QY

NP0316-2049