TIDMDPV1 
 
DOWNING PROTECTED VCT I PLC 
Final results for the year ended 30 June 2009 
 
FINANCIAL HIGHLIGHTS 
 
                                           2009   2008 
                                          Pence  Pence 
 
Net asset value per share                 85.20 106.40 
Total distributions paid since inception  54.40  50.90 
Total return                             139.60 157.30 
 
 
 
CHAIRMAN'S STATEMENT 
The year ended 30 June 2009 has been a difficult one for most 
businesses, as the financial turmoil of 2008 led to the UK economy 
remaining in recession in 2009.  Although stock markets have since 
experienced some level of recovery, conditions remain challenging, 
particularly in certain sectors. 
 
Over the last few years, your Company has moved away from its 
original model of investing solely in care home businesses, towards 
building a more diversified portfolio. Unfortunately the severity of 
the downturn has had significant impact on a fair proportion of the 
portfolio, leading to a fall in Net Asset Value per share ("NAV"). 
 
Net Asset Value 
At 30 June 2009, the Company's NAV stood at 85.2p. This represents a 
decrease of 17.7p per share against the NAV at 30 June 2008 (after 
adjusting for the dividends paid during the year), equivalent to a 
fall of 16.6%. 
 
The Company's Total Return (NAV plus cumulative dividends paid since 
launch) now stands at 139.6p per share compared to an original 
investment, net of income tax relief, at the Company's outset, of 
80.0p per share. Although the performance over the year is 
disappointing, it is worth noting that the Company remains in the 
top 10 best performing of all VCTs on Total Return basis. 
 
Investments 
The Company remained close to fully invested throughout the year and 
accordingly, investment activity was limited as summarised below. 
 
Congress House Limited underwent a reorganisation whereby the company 
was acquired by Blue Cedars Holdings Limited, into which a further 
GBP475,000 was invested. 
 
Two investee companies repaid loan stock totalling GBP550,000 at par. 
 
A further investment of GBP400,000 was made into Honeycombe Pubs 
Limited in an attempt to recover value in this struggling pub 
owner/operator.  Progress was disappointing and ultimately the whole 
investment disposed of for GBP400,000, realising a gain/loss of nil for 
the year. 
 
Further details of the investment management activities over the year 
are set out in the Investment Manager's Report below. 
 
As usual, the Board and Investment Manager undertook a detailed 
review of the portfolio at the year end. In most cases, independent 
third-party valuations were obtained to assist the Directors in 
concluding on the current fair value of the investments.  A number of 
adjustments to the valuations were made including a full provision of 
GBP1 million against the investment in Kings Gap Group Limited, 
GBP200,000 against the investment in Gatewales Limited and GBP300,000 
against Heyford Homes VCT.  There were some increases in value in the 
Company's investments in care homes for people with special needs, 
with Bowman Care Homes and Blue Cedars Holdings being increased by 
GBP100,000 and GBP75,000 respectively.  The total movement in valuations 
over the year was a reduction of GBP1.5 million. 
 
Further details of the valuation movements are included in the 
Investment Manager's Report and full details of the portfolio are 
included in the Review of Investments. 
 
Results and dividend 
The loss on ordinary activities after taxation was GBP1,444,000 (2008: 
gain GBP57,000) comprising revenue return of GBP130,000 (2008: GBP334,000) 
and a capital loss of GBP1,574,000 (2008: loss GBP277,000). 
 
Your Board is proposing to pay a final dividend of 2.0p per share 
(comprising 1.5p revenue and 0.5p capital), which, subject to 
Shareholder approval, will be paid on 11 December 2009 to 
Shareholders on the register at 13 November 2009.  This will result 
in dividends for the year totalling 3.0p per share (2008: 5.25p per 
share). 
 
The payment of this dividend will bring total distributions to 
Shareholders since the Company's launch to 56.4p per share. 
 
Share buybacks 
Your Board continues to monitor the market in the Company's shares 
and, in order to ensure liquidity for Shareholders, the Company has a 
policy of purchasing its own shares when any become available if it 
is not restricted from doing so.  A special resolution to allow the 
Company to continue with this policy is proposed for the forthcoming 
AGM. 
 
During the year the Board used this power to repurchase 107,000 
shares for an average consideration of 91.4p per share. Shareholders 
should be aware that those who deferred a capital gain by investing 
in this VCT will crystallise the gain when or if they sell their 
shares.  Therefore, any Shareholders considering selling their 
holding are recommended to take advice from their financial adviser 
prior to making any investment decision. 
 
Annual General Meeting 
The thirteenth AGM of the Company will be held at Kings Scholars 
House, 230 Vauxhall Bridge Road, London SW1V 1AU at 11 a.m. on 8 
December 2009.  Three items of special business will be proposed in 
respect the following: 
(i) share buybacks, 
(ii) authority to issue shares without regard to pre-emption rights, 
and 
(iii) updating the Company's Articles of Association to reflect the 
ability, introduced by Companies Act 2006, of the Directors to change 
the name of the Company without the need to seek Shareholder 
approval. 
 
Outlook 
The fall in NAV experienced by the Company over the year is 
disappointing but not entirely surprising given the sharp decline in 
economic conditions and general financial turmoil seen during the 
early part of the year.  There are signs that the economy has now 
stabilised, although speculation about recovery may be premature and 
over-optimistic. 
 
The Company's portfolio now appears to have reasonably limited 
downside.  There also appear to be opportunities for building value, 
however it may be that these cannot be exploited until general 
economic conditions improve. 
 
Despite the falls in values over the year, the Company's investment 
portfolio has continued to produce a steady yield.  This supports the 
Board's intention of maintaining a strong dividend policy, which is 
expected to continue over the coming year. 
 
The Board is aware that, with net assets of GBP6.9 million, your 
Company is now small for a VCT.  The Board is therefore considering 
the possibility of launching a top-up fundraising before the end of 
the current tax year which would help to increase the size of the 
Company.  Full details will be sent to Shareholders as soon as they 
become available. 
 
Chris Kay 
Chairman 
 
 
INVESTMENT MANAGER'S REPORT 
Introduction 
With the Company effectively fully invested, investment activity has 
been reasonably limited during the year ended 30 June 2009. However, 
the deteriorating economic conditions have meant that the existing 
portfolio companies have demanded close attention. 
 
Investment activity 
The new investments that were made during the year were as follows: 
 
                             GBP'000 
Reorganisation 
Blue Cedars Holdings Limited   850 
Follow-on investment 
Honeycombe Pubs VCT Limited    400 
                             1,250 
 
 
Disposals and other realisations are summarised as follows: 
 
                                                        Gain/ 
                                                       (loss) 
                                                      against   Gain/ 
                                                     original  (loss) 
                                       Cost Proceeds     cost in year 
                                      GBP'000    GBP'000    GBP'000   GBP'000 
Reorganisation 
Congress House Limited                  375      375        -       - 
Loan stock redemptions 
Downing Office Villages Contractor 
Limited                                 250      250        -       - 
Heyford Homes (Thornton Hall) Limited   300      300        -       - 
Full disposal 
Honeycombe Pubs VCT Limited             875      400    (475)       - 
Release of retention monies 
Meadows                                   -       14       14      14 
                                      1,800    1,339    (461)      14 
 
 
In July 2008, a reorganisation took place whereby Blue Cedars 
Holdings Limited acquired the whole of the share capital of an 
existing investment, Congress House Limited.  The reorganisation 
allowed the original investment partner to exit, the Company to make 
a further net investment of GBP475,000 and the team that manages the 
Blue Cedars care home to take a stake in the business. Since the 
reorganisation, the business has made good progress. 
 
Downing Office Villages Contractor Limited and Heyford Homes 
(Thornton Hall) Limited have both been involved in building a 
residential development in Northamptonshire.  As the project has 
progressed both companies have been able to repay loan stock to the 
Company totalling GBP550,000. 
 
Honeycombe Pubs VCT Limited, which owns and operates a pub in 
Burnley, continued to face difficulties throughout the year. 
Initially the Company made a further investment into Honeycombe to 
eliminate third party borrowings; however the Board felt that 
Honeycombe was not making sufficient progress and took an opportunity 
to exit from the investment at an amount equal to the follow-on 
investment. As a full provision had been made against the investment 
in the previous year, there was no realised gain or loss for the 
year. 
 
Investment valuations 
The difficult economic climate has created challenges for many of the 
investee companies, resulting in a mixed performance across the 
portfolio. 
 
The investee companies which own and operate care homes for people 
with special needs (Bowman Care Homes Limited, Blue Cedars Holdings 
Limited and Downing (Pirbright Road) Limited) have each made progress 
in improving cost control and occupancy levels over the year.  As a 
result we have increased the valuation of Bowman Care Homes and Blue 
Cedars Holdings by GBP100,000 and GBP75,000 respectively.  In respect of 
Downing (Pirbright Road) some minor adjustments to the care home are 
being planned which should assist in the recruitment of residents for 
the home's two remaining places. 
 
Kimbolton Lodge Limited, which owns and operates a care home for the 
elderly in Bedford, has struggled to sustain occupancy levels.  A new 
management team has recently been appointed and initial signs are 
positive that the new team may be able to improve occupancy while 
keeping operating costs under control.  The investment has been 
valued at the year end at GBP750,000, being a fall of GBP50,000 since the 
last year end, although an increase of GBP50,000 compared to the 
half-year valuation. 
 
Kings Gap Group Limited owns and operates a hotel in Hoylake near 
Liverpool which was acquired partly because of attractive development 
opportunities on the site.  In the current climate, progress in 
exploring the development opportunities has been slow.  In addition, 
trading at the hotel has deteriorated.  An independent report 
suggests that the current valuation of the hotel and land is now 
approximately only equal to the level of third party borrowings in 
the company.  As a result we have recommended a full provision 
against the original GBP1 million cost of the investment.  This is very 
disappointing, however we believe that development opportunities 
remain and can allow the Company to recover value in the medium-term. 
 
Gatewales Limited disposed of its interest in The Gateway to Wales 
Hotel in September 2008, leaving the company with its main asset 
being a plot of development land near Chester.  Some well-advanced 
plans to build apartments on the land fell through at a late stage 
and alternative plans are now being pursued.  A recent valuation of 
the land suggests that it has fallen in value in the current market 
and accordingly we have made a provision of GBP200,000 against the 
original cost of GBP1 million.  As with Kings Gap above, we believe 
there will be opportunities for this company to recover value in due 
course. 
 
The Company has interests in three contractor/ developer companies 
(Downing Office Villages Contractors Limited, Heyford Homes (Thornton 
Hall) Limited, and Heyford Homes (VCT) Limited) each of which have 
exposure to residential developments.  As mentioned above Downing 
Office Villages (Contractor) and Heyford Homes (Thornton Hall) repaid 
loan stock during the year, however a small provision of GBP72,000 has 
been made against Heyford Homes (Thornton Hall) Limited in view of 
the uncertainty about the final outcome of the development project. 
 
Heyford Homes VCT is completing work on a development of six houses 
near Northampton.  It is not yet clear what selling prices are 
achievable in the current market, however we have made a provision of 
GBP300,000 against the original GBP1 million cost as a result of this 
uncertainty.  Reports in the media that the housing market has made 
some recovery may mean that we ultimately are able to recover our 
original cost. 
 
Investment income 
The portfolio continues to generate a satisfactory yield.  Investment 
income for the year ended 30 June 2009 was GBP432,000 compared to 
GBP662,000 in the previous year.  Although this has fallen a little 
from the previous year, partly as a result of the fall in base rate, 
this income once again allows the Company to pay a reasonable level 
of revenue dividends to Shareholders. 
 
Conclusion 
Naturally the falls in value experienced by some investments over the 
year are disappointing; however we take some comfort from the fact 
that each of these investments has a significant chance of recovering 
value in time.  We expect these investments to demand more management 
time over the coming year. 
 
The Company's investments in care homes still make up a significant 
proportion of the portfolio and continue to provide a steady yield as 
they build value. We believe that this can continue over the coming 
year. 
 
Downing Protected Managers I Limited 
 
 
REVIEW OF INVESTMENTS 
 
Portfolio of Investments 
The following investments, all of which are incorporated in England 
and Wales, were held at 30 June 2009: 
 
                                                Valuation 
                                                 movement        % of 
                             Cost   Valuation     in year   portfolio 
                            GBP'000       GBP'000       GBP'000    by value 
 
Venture Capital 
Investments 
 
Bowman Care Homes Limited   1,000       1,350         100       19.5% 
Blue Cedars Holdings          850         925          75       13.4% 
Limited 
Downing (Pirbright Road)      700         950           -       13.7% 
Limited 
Gatewales Limited           1,000         800       (200)       11.6% 
Kimbolton Lodge Limited       605         750        (50)       10.8% 
Heyford Homes (VCT)         1,000         700       (300)       10.1% 
Limited 
Downing Office Villages       600         600           -        8.7% 
Contractor Limited 
Bond Contracting  Limited     200         100       (100)        1.4% 
Sanguine Hospitality            6           6           -        0.1% 
Limited 
Kings Gap Group Limited     1,000           -     (1,000)        0.0% 
Heyford Homes (Thornton        72           -        (72)        0.0% 
Hall) Limited 
Sundry                         50           -           -        0.0% 
 
                            7,083       6,181     (1,547)       89.3% 
 
Cash at bank and in hand                  740                   10.7% 
 
Total investments                       6,921                    100% 
 
 
 
 
Statement of Directors' responsibilities 
The Directors are responsible for preparing the Annual Report, the 
Directors Remuneration Report, and the financial statements in 
accordance with applicable law and regulations.  They are also 
responsible for ensuring that the annual report includes information 
required by the Listing Rules of the Financial Services Authority. 
 
Company law requires the directors to prepare financial statements 
for each financial year. Under that law the directors have elected to 
prepare the financial statements in accordance with United Kingdom 
Generally Accepted Accounting Practice (United Kingdom Accounting 
Standards and applicable law). Under company law the directors must 
not approve the financial statements unless they are satisfied that 
they give a true and fair view of the state of affairs of the company 
and of the profit or loss of the company for that period. In 
preparing these financial statements the directors are required to: 
 
* select suitable accounting policies and then apply them 
  consistently; 
* make judgments and estimates that are reasonable and prudent; 
* state whether applicable accounting standards have been followed, 
  subject to any material departures disclosed and explained in the 
  financial statements; and 
* prepare the financial statements on the going concern basis unless 
  it is inappropriate to presume that the company will continue in 
  business. 
 
The directors are responsible for 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 financial 
statements 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. 
 
The directors are responsible for the maintenance and integrity of 
the corporate and financial information included on the company's 
website. Legislation in the United Kingdom governing the preparation 
and dissemination of the financial statements and other information 
included in annual reports may differ from legislation in other 
jurisdictions. 
 
Statement as to disclosure of information to auditors 
The Directors in office at the date of the report have confirmed, as 
far as they are aware, that there is no relevant audit information of 
which the auditors are unaware. Each of the Directors have confirmed 
that they have taken all the steps that they ought to have taken as 
Directors in order to make themselves aware of any relevant audit 
information and to establish that it has been communicated to the 
auditors. 
 
By order of the Board 
 
Grant Whitehouse 
Secretary 
Kings Scholars House 
230 Vauxhall Bridge Road 
London SW1V 1AU 
 
 
INCOME STATEMENT 
for the year ended 30 June 2009 
 
                      Year ended 30 June 2009 Year ended 30 June 2008 
 
                      Revenue Capital   Total  Revenue  Capital Total 
                        GBP'000   GBP'000   GBP'000    GBP'000    GBP'000 GBP'000 
 
Income                    432       -     432      662        -   662 
 
Losses on investments       - (1,533) (1,533)        -    (205) (205) 
                          432 (1,533) (1,101)      662    (205)   457 
 
Investment management    (19)    (57)    (76)     (23)     (69)  (92) 
fees 
 
Management incentive        -       -       -     (27)     (34)  (61) 
fees 
 
Other expenses          (234)       -   (234)    (160)        - (160) 
 
Return on ordinary        179 (1,590) (1,411)      452    (308)   144 
activities 
before tax 
 
Tax on ordinary          (49)      16    (33)    (118)       31  (87) 
activities 
 
Return attributable 
to equity                 130 (1,574) (1,444)      334    (277)    57 
Shareholders 
 
Basis and diluted 
return per               1.6p (19.4p) (17.8p)     4.0p   (3.3p)  0.7p 
share 
 
 
All Revenue and Capital items in the above statement derive from 
continuing operations. The total column within the Income Statement 
represents the profit and loss account of the Company. 
 
A Statement of Total Recognised Gains and Losses has not been 
prepared as all gains/losses are recognised in the Income Statement 
as noted above. 
 
Other than revaluation movements arising on investments held at fair 
value through the Income Statement, there were no differences between 
the return/deficit as stated above and historical cost. 
 
 
RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS 
for the year ended 30 June 2009 
 
                                      Year ended   Year ended 
                                    30 June 2009 30 June 2008 
 
                                           GBP'000        GBP'000 
 
Opening Shareholders' funds                8,696        9,415 
Purchase of own shares                      (99)        (253) 
Total recognised gains for the year      (1,444)           57 
Distributions paid                         (283)        (523) 
 
Closing Shareholders' funds                6,870        8,696 
 
 
 
BALANCE SHEET 
as at 30 June 2009 
 
                                                    2009         2008 
 
                                             GBP'000 GBP'000 GBP'000  GBP'000 
Fixed asset 
Investments                                        6,181        7,803 
 
Current assets 
Debtors                                        167         170 
Cash at bank and in hand                       740         916 
                                               907       1,086 
 
Creditors: amounts falling due within one    (218)       (193) 
year 
 
Net current assets                                   689          893 
 
Net assets                                         6,870        8,696 
 
Capital and reserves 
Called up share capital                            4,032        4,086 
Capital redemption reserve                           874          820 
Special reserve                                    1,969        2,584 
Capital reserve - realised                           778          764 
Capital reserve - unrealised                       (902)          170 
Revenue reserve                                      119          272 
 
Total shareholders' funds                          6,870        8,696 
 
Basis and diluted net asset value per share        85.2p       106.4p 
 
 
 
 
CASH FLOW STATEMENT 
for the year ended 30 June 2009 
 
                                           Year ended Year ended 
                                              30 June    30 June 
                                                 2009       2008 
                                                GBP'000      GBP'000 
 
Net cash inflow from operating activities         205        297 
 
Taxation 
Corporation tax paid                             (88)       (99) 
 
Capital expenditure 
Purchase of investments                       (1,250)    (1,225) 
Sale of investments                             1,339      2,075 
Net cash inflow from capital expenditure           89        850 
 
Dividends paid                                  (283)      (523) 
 
Net cash (outflow)/inflow before financing       (77)        525 
 
Financing 
Repurchase of shares                             (99)      (300) 
Net cash outflow from financing                  (99)      (300) 
 
(Decrease)/Increase in cash                     (176)        225 
 
 
 
 
NOTES TO THE ACCOUNTS 
for the year ended 30 June 2009 
 
1. Accounting policies 
 
Basis of accounting 
The Company has prepared its financial statements under UK Generally 
Accepted Accounting Practice ("UK GAAP") and in accordance with the 
Statement of Recommended Practice "Financial Statements of Investment 
Trust Companies" revised January 2009 ("SORP"). 
 
The financial statements are prepared under the historical cost 
convention except for the revaluation of certain financial 
instruments and on the basis that it is not necessary to prepare 
consolidated accounts. 
 
Presentation of Income Statement 
In accordance with SORP, supplementary information which analyses the 
income statement between items of a revenue and capital nature has 
been presented alongside the income statement. The net revenue is the 
measure the Directors believe appropriate in assessing the Company's 
compliance with certain requirements set out in Part 6 of the Income 
Tax Act 2007. 
 
Investments 
Venture capital investments are designated as "fair value through 
profit or loss" assets due to investments being managed and 
performance evaluated on a fair value basis.   A financial asset is 
designated within this category if it is both acquired and managed on 
a fair value basis, with a view to selling after a period of time, in 
accordance with the Company's documented investment policy.  The fair 
value of an investment upon acquisition is deemed to be cost. 
Thereafter investments are measured at fair value in accordance with 
the International Private Equity and Venture Capital Valuation 
Guidelines "IPEV" together with FRS26. 
 
For unquoted investments, fair value is established by using the 
IPEV. The valuation methodologies for unquoted entities used by the 
IPEV to ascertain the fair value of an investment are as follows: 
 
* Price of recent investment; 
* Earnings multiple; 
* Net assets; 
* Discounted cash flows or earnings (of underlying business); 
* Discounted cash flows (from the investment); and 
* Industry valuation benchmarks. 
 
The methodology applied takes account of the nature, facts and 
circumstances of the individual investment and uses reasonable data, 
market inputs, assumptions, estimates in order to ascertain fair 
value. 
 
The unrealised depreciation or appreciation arising on the valuation 
of investments and gains and losses arising on the disposal of 
investments are dealt with in the capital reserve. 
 
It is not the Company's policy to exercise significant influence over 
investee companies.  Therefore the results of these companies are not 
incorporated into the income statement except to the extent of any 
income accrued.  This is in accordance with the SORP that does not 
require portfolio investments to be accounted for using the equity 
method of accounting. 
 
Income 
Dividend income from equity shares is recognised when the 
shareholders' rights to receive payment has been established, 
normally the ex dividend date. 
 
Fixed returns on non-equity shares and on debt securities are accrued 
on a time apportionment basis, by reference to the principal sum 
outstanding and at the effective rate applicable and only where there 
is reasonable certainty of collection.  Monitoring income is accrued 
net of VAT and only where there is reasonable certainty of 
collection. 
 
Expenses 
All expenses are accounted for on an accruals basis. In respect of 
the analysis between revenue and capital items presented within the 
income statement, all expenses have been presented as revenue items 
except as follows: 
 
Expenses which are incidental to the disposal of an investment are 
deducted from the disposal proceeds of the investment. 
 
Expenses are split and presented partly as capital items where a 
connection with the maintenance or enhancement of the value of the 
investments held can be demonstrated. The Company has adopted the 
policy of allocating investment manager's fees, 75% to the capital 
reserve and 25% to the revenue account, as permitted by the SORP. 
The allocation is in line with the Board's expectation of long term 
returns from the Company's investments in the form of capital gains 
and income respectively. 
 
Deferred Taxation 
The tax effects on different items in the income statement are 
allocated between capital and revenue on the same basis as the 
particular item to which they relate using the Company's effective 
rate of tax for the accounting period. 
 
Due to the Company's status as a Venture Capital Trust and the 
continued intention to meet the conditions required to comply with 
Part 6 of the Income Tax Act 2007, no provision for taxation is 
required in respect of any realised or unrealised appreciation of the 
Company's investments which arise. 
 
Deferred taxation is provided in full on timing differences that 
result in an obligation at the balance sheet date to pay more tax, or 
a right to pay less tax, at a future date, at rates expected to apply 
when they crystallise based on current tax rates and law. Timing 
differences arise from the inclusion of items of income and 
expenditure in taxation computations in periods different from those 
in which they are included in the accounts. 
 
2. Basic and diluted return per share 
Revenue return per share is based on the net revenue after taxation 
of GBP130,000 (2008: GBP334,000) in respect of 8,118,628 (2008: 
8,336,239) shares, being the weighted average number of shares in 
issue during the year. 
 
Capital return per share is based on the net capital loss (which 
includes unrealised losses) for the financial year of GBP1,574,000 
(2008: loss GBP277,000) in respect of 8,118,628 (2008: 8,336,239) 
shares, being the weighted average number of 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.  The return 
per share disclosed therefore represents both basic and diluted 
return per share. 
 
3. Basis and diluted net asset value per Share 
 
                               2009                2008 
 
                Net asset           Net asset 
                value per Net asset value per Net asset 
                    share     value     share     value 
                    pence     GBP'000     pence     GBP'000 
 
Ordinary shares      85.2     6,870     106.4     8,696 
 
 
Net asset value per Ordinary Share is based on net assets at the year 
end, and on 8,064,773 (2008: 8,171,773) Ordinary Shares, being the 
number of Ordinary Shares in issue at the year end. 
 
As the Company has not issued any convertible securities or share 
options, there is no dilutive effect on the net asset value per 
share.  The net asset value per share disclosed therefore represents 
both basic and diluted return per share. 
 
4. Principal financial risks 
The principal financial risks faced by the Company, which include 
interest rate, liquidity, investment and marketability risks. 
 
In addition to these risks, the Company, as a fully listed Company on 
the London Stock Exchange and as a Venture Capital Trust, operates in 
a complex  regulatory environment  and therefore  faces a  number  of 
related risks.  A breach of the  VCT Regulations could result in  the 
loss of  VCT status  and  consequent loss  of tax  reliefs  currently 
available to shareholders  and the Company  being subject to  capital 
gains tax.  Serious breaches of  other regulations, such as the  UKLA 
Listing rules and  the Companies Acts  1985 and 2006,  could lead  to 
suspension from  the  Stock  Exchange and  damage  to  the  Company's 
reputation. 
 
The Board reviews and agrees policies for managing each of these 
risks. They receive quarterly reports from the Managers which monitor 
the compliance of these risks and place reliance on the Managers to 
give updates in the intervening periods. These policies have remained 
unchanged since the beginning of the financial period. 
 
As a VCT, the majority of the Company's assets are represented by 
financial instruments which are held as part of the investment 
portfolio. In order to ensure continued compliance with relevant VCT 
regulation and to be in a position to deliver the long term capital 
growth which is part of the Company's investment objective, the Board 
is very much aware of the need to manage and mitigate the risks 
associated with the financial instruments held within the investment 
portfolio. 
 
Credit risk 
Credit risk is the risk that a counterparty to a financial instrument 
is unable to discharge a commitment to the Company made under that 
instrument. 
 
Investments in loan stocks comprise a fundamental part of the 
Company's venture capital investments and are managed within the main 
investment management procedures. 
 
Cash is mainly held by Bank of Scotland plc, which is an AA- rated 
financial institution and, consequently, the Directors consider that 
the risk profile associated with cash deposits is low. 
 
Interest, dividends and other receivables are predominantly covered 
within the investment management procedures. 
 
Market risk 
The key market risks to which the company is exposed is interest rate 
risk and, to a lesser extent, market price risk. 
 
Interest rate risk 
The Company's future cash flows can be influenced by changes in 
interest rates resulting in an increase or decrease in income from 
investments linked to the base rate. The maximum exposure to this 
risk amounts to the value of floating rate assets of GBP1.0 million 
(2008: GBP1.8 million). 
 
Market price risk 
Market price risk arises from uncertainty about fair values or future 
cash flows of financial instruments because of changes in market 
prices. 
 
The Company has no holdings in any listed or quoted equities so has 
no direct exposure to substantial movements experienced by stock 
markets.  As none of the financial instruments held by the Company 
are traded on any specified stock market, the Company is not exposed 
to a quantifiable equity price risk. 
 
The Company does however have some exposure to the markets for the 
various assets held by its investee companies.  The ability of the 
Company to realise the investments at their carrying value may at 
times not be possible if there are no willing purchasers.  The 
ability of the Company to purchase or sell investments is also 
constrained by the requirements set down for Venture Capital Trusts. 
 
The Board considers each investment purchase to ensure that an 
acquisition will enable the Company to continue to have an 
appropriate spread of market risk and that an appropriate risk reward 
profile is maintained. 
 
It is not the Company's policy to use derivative instruments to 
mitigate market risk, as the Board believes that the effectiveness of 
such instruments does not justify the cost involved. 
 
Liquidity risk 
Liquidity risk is the risk that the Company encounters difficulties 
in meeting its obligations associated with its financial 
liabilities. 
 
The Company has a low level of creditors and has no borrowings.  Cash 
requirements are continually reviewed by the Investment and 
Administration Managers to ensure that sufficient cash and liquid 
investments are always held.  The main cash outflows, such as new 
investments and dividends, are within the control of the Company. 
For these reasons, the Board considers that the Company exposure to 
liquidity risk is low. 
 
Announcement based on audited accounts 
The financial information set out in this announcement does not 
constitute the Company's statutory financial statements in accordance 
with section 434 Companies Act 2006 for the year ended 30 June 2009, 
but has been extracted from the statutory financial statements for 
the year ended 30 June 2009, which were approved by the Board of 
Directors on 29 October 2009 and will be delivered to the Registrar 
of Companies following the Company's Annual General Meeting.  The 
Independent Auditor's Report on those financial statements was 
unqualified and did not contain any emphasis of matter nor statements 
under s 498(2) and (3) of the Companies Act 2006. 
 
The statutory accounts for the year ended 30 June 2008 have been 
delivered to the Registrar of Companies and received an Independent 
Auditors report which was unqualified and did not contain any 
emphasis of matter nor statements under S237(2) or (3) of the 
Companies Act 1985. 
 
A copy of the full annual report and financial statements for the 
year ended 30 June 2009 will be printed and posted to shareholders 
shortly. Copies will also be available to the public at the 
registered office of the Company at Kings Scholars House, 230 
Vauxhall Bridge Road, London SW1V 1AU and will be available for 
download from www.downing.co.uk. 
 
=--END OF MESSAGE--- 
 
 
 
 
This announcement was originally distributed by Hugin. The issuer is 
solely responsible for the content of this announcement. 
 

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