Directors' emoluments compared to payments to shareholders:

 
                                        31 March 2014     31 March 2013 
                                              GBP'000           GBP'000 
  Dividends paid: 
 
       *    Ordinary Shareholders                 813               312 
 
        *    A Shareholders                       256                 - 
  Share buy-backs                                  47                47 
                                      ---------------  ---------------- 
  Total paid to shareholders                    1,116               359 
                                      ---------------  ---------------- 
  Directors' emoluments                            40                40 
------------------------------------  ---------------  ---------------- 
 

Directors' Share Interests (audited information)

At 31 March 2014 The Directors held no shares in the Company (2013: none). At 31 March 2014 no connected parties to the Directors held any shares (2013: none). There have been no changes in the holdings of the Directors between 31 March 2014 and the date of this report. There are no requirements or restrictions on Directors holding shares in the Company.

Company Performance

Apart from transactions relating to the ESBB and the Tender Offer there have been no material trades in the Company's shares to date. Therefore, no performance graph comparing the share price of the Company over the year ended 31 March 2014 with the total return from a notional investment in the FTSE All-Share index over the same period has been included.

No market maker has been appointed and therefore no current bid and offer price is available for the Company's shares. However the Board's policy is to buy back shares from shareholders at a 10% discount to net asset value. The Company will produce a graph of its share performance once there is sufficient activity that the graph would be meaningful to shareholders.

Statement of Voting at the Annual General Meeting

The 2013 Remuneration Report was presented to the Annual General Meeting in July 2013 and received shareholder approval following a vote on a show of hands. There were no objections and 80,831 abstentions.

Statement of the Chairman

The Directors' fees were fixed at GBP15,000 per annum for the Chairman and GBP12,500 per annum for other Directors. Following the Tender Offer, their remuneration will increase, in the case of David Frank, to GBP17,500 and, in the case of the other Directors, to GBP15,000 so long as the Company's net asset value exceeds GBP25 million. After the C share allotment on 28 March 2014 the net asset value exceeded the GBP25 million, as such the Directors' remuneration increased accordingly. The remuneration of the Directors reflects the experience of the Board as a whole, is fair and comparable with that of other relevant Venture Capital Trusts that are similar in size and have similar investment objectives and structures. The fees are sufficient to attract and retain the Directors needed to oversee the Company's affairs.

On behalf of the Board

David Frank

Chairman

29 May 2014

Independent Auditor's Report to the Members of Triple Point Income VCT plc

We have audited the financial statements of Triple Point Income VCT plc for the year ended 31 March 2014 which comprise the Statement of Comprehensive income, the Balance Sheet, the Statement of Changes in Shareholders' Equity, the Statement of Cash Flows and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

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.

Respective responsibilities of Directors and auditor

As explained more fully in the Directors' Responsibility Statement set out on page 28 the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors

Scope of the audit of the Financial Statements

A description of the scope of an audit of Financial Statements is provided on the Financial Reporting Council's website at www.frc.org.uk/apb/scope/private.cfm.

Auditor commentary

An overview of the scope of our audit

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 a third-party service provider. Accordingly, our audit work is focussed on obtaining an understanding of, and evaluating, internal controls at the Company and the third-party service provider, and inspecting records and documents held by the third-party service provider. We undertook substantive testing on significant transactions, balances and disclosures, the extent of which was based on various factors such as our overall assessment of the control environment, the design effectiveness of controls over individual systems and the management of specific risks.

Our application of materiality

We apply the concept of materiality in planning and performing our audit, in evaluating the effect of any identified misstatements and in forming our opinion. For the purpose of determining whether the financial statements are free from material misstatement we define materiality as the magnitude of a misstatement or an omission from the financial statements or related disclosures that would make it probable that the judgement of a reasonable person, relying on the information would have been changed or influenced by the misstatement or omission. We also determine a level of performance materiality which we use to determine the extent of testing needed to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality for the financial statements as a whole.

We established materiality for the financial statements as a whole to be GBP267,000, which is 1% of the Company's net assets. For the income statement we determined that misstatements for a lesser amount than materiality for the financial statements as a whole would make it probable that the judgement of a reasonable person, relying on the information, would have been changed or influenced by the misstatement or omission. Accordingly, we established materiality for the revenue column of the income statement to be GBP67,000.

We have determined the threshold at which we communicate misstatements to the Audit Committee to be GBP3,300. In addition, we communicate misstatements below that threshold that, in our view, warrant reporting on qualitative grounds.

Our assessment of risk

Without modifying our opinion, we highlight the following matters that are, in our judgement, likely to be most important to users' understanding of our audit. Our audit procedures relating to these matters were designed in the context of our audit of the financial statements as a whole, and not to express an opinion on individual transactions, account balances or disclosures.

Valuation of unquoted investments

Investments are the largest asset in the financial statements, and they are designated as being at fair value through profit or loss in accordance with IAS 39 'financial instruments: recognition and measurement'. Measurement of the value of an unquoted investment includes significant assumptions and judgements. We therefore identified the valuation of unquoted investments as a significant risk requiring special audit consideration.

Our audit work included, but was not restricted to, obtaining an understanding of how the valuations were performed, consideration of whether they were made in accordance with published guidance, discussions with the investment manager, and reviewing and challenging the basis and reasonableness of the assumptions made by the investment manager in conjunction with available supporting information.

The Company's accounting policy on the valuation of unquoted investments is included in note 2, and its disclosures about unquoted investments held at the year end are included in note 10.

Recognition of revenue from investments

Investment income is the Company's major source of revenue and consists of interest earned on loans to investee companies and cash balances. Revenue recognition is considered to be a significant risk requiring special audit consideration as it is often a key factor in demonstrating the performance of the portfolio.

Our audit work included, but was not restricted to, assessing whether the Company's accounting policy for revenue recognition is in accordance with IAS 18 'Revenue'; obtaining an understanding of management's process to recognise revenue in accordance with the stated accounting policy and the internal controls over that process; and, for a sample of income, determining that the income has been recognised in accordance with that policy by agreeing interest income to bank statements and information used to compute loan interest income to loan agreements loan interest income to loan agreements.

The accounting policy on the recognition of income is shown in note 2 and the components of that revenue are included in note 4.

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