Final Results

Matrix Income & Growth VCT PLC
08 March 2006

Matrix Income & Growth VCT plc

8 March 2006

Preliminary Results for the fifteen months ended 31 December 2005

Investment Objective

Matrix Income & Growth VCT plc is a Venture Capital Trust (VCT) managed by
Matrix Private Equity Partners Limited (MPEP) investing primarily in established
profitable unquoted companies.

The Company's objective is to provide investors with a regular and growing
income stream, by way of tax free dividends, and to generate capital growth
through portfolio realisations, which can be distributed by way of additional
tax free dividends.

Financial highlights

Ordinary Shares (listed on 8 October 2004)

Initial net asset value per share                             94.5 pence
Initial net assets                                            £20,933,124


                                                                                 31 December 2005
Net assets                                                                            £20,728,204
Net asset value per share                                                              93.6 pence
Total dividends per share for the period                                                1.0 penny
Total return to shareholders since launch per share*                                   94.6 pence
Share price (mid market price)                                                         99.0 pence



* Net asset value per share plus cumulative dividends per share.  This compares
to an original investment cost of 60 pence per share after allowing for income
tax relief of 40 pence per share.



Chairman's Statement

Overview

I am pleased to present to Shareholders the annual results of Matrix Income &
Growth VCT plc for the period from 1 October 2004 to 31 December 2005 and to
report good progress.

The Company changed its accounting reference date from 30 September to 31
December on 21 April 2005.  This Report therefore covers the fifteen month
period since 30 September 2004, the date of its last audited accounts.  The
first issue of shares under the Offer for Subscription was made on 5 October
2004 and the shares were admitted to the Official List of the UK Listing
Authority and to trading on 8 October 2004.

Your Company has raised £20.9 million, net of all costs, from 1,634
Shareholders.  The Company was one of only 11 VCTs launched in the 2004/2005 tax
year to raise in excess of £20 million.

An encouraging start has been made in constructing the portfolio of qualifying
investments and the Company's revenue return has enabled your Directors to
recommend a final dividend of 0.7 of a penny per share, making a total of 1.0
penny per share for the period.

The net asset value (NAV) per Ordinary Share at 31 December 2005 was 93.6 pence
per share, after providing for total dividends of 1.0 penny per share, compared
with the initial NAV of 94.5 pence per share. In line with the strategy set out
in the Prospectus, the Board has invested the majority of the funds in a
portfolio of interest bearing investments which are readily available for
investment to meet the Investment Manager's qualifying investment programme as
it unfolds.

Investment portfolio

In this period under review and in the period since 31 December 2005, six
investments were completed by the Investment Manager.  As reported in the
Interim Report, the Company invested £212,893 into FH Ingredients in February
2005 and £150,000 into Sectorguard in August 2005.  More recently, an investment
of £1,000,000 was made in September 2005 into Ministry of Cake (previously
Maynard Scotts), a manufacturer and seller of frozen desserts to the food
service industry. In October 2005 an investment of £1,000,000 was made to
support the Management Buy Out (MBO) of Youngman Group, a leading manufacturer
of ladders and access towers.  Since 31 December 2005, £560,302 was invested to
support the MBO of Vectair Holdings, a producer of air-care and sanitary
products and a further £975,000 was invested to support the MBO of Campden
Media, a publisher of titles in the healthcare and wealth management sectors.

In line with our objective, all six qualifying investments have been made in
profitable companies and 96% of the qualifying portfolio is represented by
unquoted investments.

Results and dividend

The revenue account generated a net revenue return (after tax) for the period of
£288,940 and your Directors will be recommending a final dividend of 0.7 of a
penny per share to Shareholders at the Annual General Meeting to be held on 27
April 2006.  The dividend will be paid on 16 May 2006 to Shareholders on the
Register on 18 April 2006 making a total of 1.0 penny per share for the period
ended 31 December 2005. This is in line with the Company's objective to provide
investors with a regular and growing income stream.

Investment in qualifying holdings

The change of the accounting reference date to 31 December has maximised the
amount of time available to the Investment Manager to meet the target set by HM
Revenue & Customs of investing 70% of the funds raised in qualifying unquoted
and AIM quoted companies. The key date in this respect is 31 December 2007. At 7
March, the Company is 19% invested in qualifying companies which is in line with
expectations.

Communication with Shareholders

The Company intends to communicate regularly with Shareholders. The April AGM
will provide a useful platform for the Board to meet Shareholders and exchange
views.  Your Board welcomes active attendance at General Meetings to give
Shareholders the opportunity to meet your Directors and representatives of the
Investment Manager. Our second newsletter providing further information on the
progress of the Company was sent out in December 2005. In this your Board was
pleased to report that your Investment Manager had gained recognition amongst
its peers, winning the award for the Venture Capital Trust Manager of the Year
at the Investor AllStars 2005 Awards ceremony in November 2005.

Changes to UK accounting rules

Shareholders may be aware that there have been some recent changes to UK
accounting rules. These will apply to the Company for the first time in the
current financial year to 31 December 2006 and further details will be set out
in the 2006 Interim Report. One change which will have a direct impact on the
NAV of the Company is the requirement to value quoted investments at the bid
price as opposed to using the mid market price.  However, had bid prices been
used for the period-end valuations, this would not have resulted in a material
difference to the NAV per share at 31 December 2005.

Outlook

Despite a better than expected showing over the Christmas period, recent figures
suggest that the slowdown in consumer spending may have further to run.  In a
number of areas retailers are cutting prices in order to try and stimulate
demand.  However, very high levels of consumer debt by historical standards
combined with the effects of markedly higher domestic energy bills on incomes
may continue to exert downward pressure on retail spending.  Under this
scenario, economic growth is unlikely to rebound sharply and inflation, even
allowing for higher energy prices, is likely to remain benign.  This suggests
that interest rates are likely to stay low for the foreseeable future.

Nevertheless, outside of the high street, business confidence in the service and
manufacturing sectors remains relatively robust reflecting healthy profits'
growth and strong cash flows.  Low interest rates and inflation together with
steady economic growth should continue to support these favourable trends.

The Investment Managers are continuing to witness a good deal flow.  Moreover,
although the amount of private equity money chasing investment opportunities is
raising alarm in some quarters, our Managers report that, despite the increasing
competition for mandates, deals remain attractively priced in that part of the
market in which your Company operates.

Against this background, the Board remains confident that the Manager will be
able, within the planned timescale, to construct a broadly based portfolio of
investments within the UK smaller companies sector. This will be designed to
provide Shareholders with a regular and growing stream of income together with
the prospects of capital growth.

I would like to take this opportunity to thank all Shareholders for their
continuing support of the Company.


Keith Niven
Chairman



Investment Manager's Review

The Company's strategy is to invest principally in established profitable
unquoted companies. Typically these investee companies will be cash-generative
and therefore capable of producing income as well as capital returns to
Shareholders on their ultimate sale or flotation. The Company focuses primarily
on investments in MBOs.

Progress has been made towards the target of investing 70% of the Fund in
qualifying investments by 31 December 2007. The Fund is benefiting from a strong
flow of MBO opportunities. We anticipate this continuing and expect to reach the
target for investing in qualifying companies comfortably over the course of the
next two years.

We have completed four investments during the period under review.  Two
investments into FH Ingredients in February 2005 of £212,893 and into
Sectorguard in August 2005 of £150,000 were reported in the Interim Report.  We
have since made two additional investments, both MBOs of £1,000,000 each, into
Ministry of Cake (previously Maynard Scott Limited) a manufacturer and seller of
frozen desserts to the food service industry and into Youngman Group, a leading
manufacturer of ladders and access towers in September and October 2005
respectively.

Since the period-end two further investments have been completed totalling £1.5
million, bringing the amount invested to £3.9 million, some 19% of the Fund. In
January £560,302 was invested to support the MBO of Vectair Holdings, a
Basingstoke based producer of air-care and sanitary products used primarily in
office and commercial washrooms. More recently, £975,000 was invested in Campden
Media, a London based publisher of magazines and yearbooks and arranger of
conferences aimed at the healthcare and private wealth management markets.  The
business was bought by its management from private shareholders in January 2006.

Qualifying Investments

The qualifying investments in the portfolio as at 31 December 2005 are detailed
below:


FH Ingredients Limited

Cost:                               £212,893
Valuation:                          £212,893
Basis of valuation:                 Cost
Equity % held:                      9.3%
Business:                           Processor and distributor of frozen herbs to the food processing industry
Location:                           Eye, Suffolk
History:                            Management buy-in/buy-out from Harrington Food Group
Other MPEP funds investing:         TriVen VCT plc, TriVest VCT plc
Income generated for the fund       £17,142
in period:
Audited financial information:      First annual audited accounts will be for the year ending 28 February 2006




Ministry of Cake Limited

Cost:                               £1,000,000
Valuation:                          £1,000,000
Basis of valuation:                 Cost
Equity % held:                      17.1%
Business:                           Manufacturer of frozen cakes and desserts for the food services industry
Location:                           Taunton, Somerset
History:                            Management buy-in/buy-out from private ownership
Other MPEP funds investing:         TriVen VCT plc, TriVest VCT plc
Income generated for the fund       £15,406
in period:
Audited financial information:      First annual audited accounts will be for the period ending 30 June 2006




Sectorguard plc

Cost:                                £150,000
Valuation:                           £150,000
Basis of valuation:                  Mid market less marketability discount (AIM quoted)
Equity % held:                       1.5 %
Business:                            Provision of manned guarding, mobile patrolling and alarm response
                                     services
Location:                            Waltham Cross, Essex
History:                             Expansion finance as part of a £3 million capital raising
Other MPEP funds investing:          TriVen VCT plc, TriVest VCT plc, Matrix income & Growth 2 VCT plc
Income generated for the fund in     £nil
period:

Audited financial information:       For the year ended 30 September 2005
                                     Turnover                                                       £16,375,000
                                     Operating profit stated before goodwill amortisation            £1,155,000
                                     Net Assets                                                      £8,169,000




Youngman Group Limited

Cost:                               £1,000,000
Valuation:                          £1,000,000
Basis of valuation:                 Cost
Equity % held:                      8.6%
Business:                           Manufacturer of ladders and access towers
Location:                           Maldon, Essex
History:                            Management buy-in/buy-out from SGB Group
Other MPEP funds investing:         TriVen VCT plc, TriVest VCT plc, Matrix Income & Growth 2 VCT plc
Income generated for the fund       £17,470
in period:
Audited financial information:      First annual audited accounts will be for the period ending 31 December 2006



Further details of the investments in the portfolio may be found on the Matrix
website: www.matrixgroup.co.uk/portfolio



Statement of Total Return

for the Fifteen months ended 31 December 2005 (incorporating the Revenue Account
of the Company)


                                             Fifteen months ended                   Period from 15 June to
                                               31 December 2005                       30 September 2004
                                       Revenue      Capital      Total          Revenue    Capital      Total
                                          £            £           £               £          £           £

Income                                   842,724           -     842,724               -          -           -
Investment managers' fees               (110,779)   (332,337)   (443,116)              -          -           -
Other expenses                          (375,313)          -    (375,313)         (3,231)         -      (3,231)
                                        ---------   ---------   ---------      ----------    -------  ----------
Return on ordinary activities            356,632    (332,337)     24,295          (3,231)         -      (3,231)
before taxation

Tax on ordinary activities               (67,692)     63,144      (4,548)               -         -           -
                                        ---------   ---------   ---------      ----------    -------  ----------
Return attributable to equity            288,940    (269,193)     19,747          (3,231)         -      (3,231)
shareholders

Dividends in respect of equity          (221,436)          -    (221,436)               -         -           -
shares
                                        ---------   ---------   ---------      ----------    -------  ----------
Transfer to/(from) reserves               67,504    (269,193)   (201,689)         (3,231)         -      (3,231)
                                         ========    ========     =======        ========    =======     =======
Return per share                            1.86p     (1.73)p       0.13p     (1,615.50)p      0.00p (1,615.50)p




The revenue column is the profit and loss account of the Company.  All revenue
and capital items in the Statement of Total Return derive from continuing
operations.  No operations were acquired or discontinued in the period.


Balance Sheet
As at 31 December 2005


                                                      31 December 2005             30 September 2004
                                                                     £                             £
Fixed assets
Investments                                                2,362,893                               -
                                                         -------------                --------------
                                                           2,362,893
                                                                                                  -
Current assets
Debtors and prepayments                                    1,657,859                        37,502
Current investments                                       17,109,025
                                                                                                -
Cash at bank                                                  19,090                        12,500
                                                         -------------                 -------------
                                                          18,785,974                        50,002

Creditors: amounts falling due within one                    (420,663)                       (3,231)
year
                                                         -------------                  ------------
Net current assets                                        18,365,311                        46,771
                                                             ========                       ========
Net assets                                                20,728,204                        46,771
                                                             ========                       ========
Capital and reserves
Called up share capital                                      221,438                        50,002
Share premium account                                     20,711,686
                                                                                                -
Capital reserve - realised                                   (269,193)
                                                                                                -
Revenue reserve                                               64,273                         (3,231)
                                                             ========                       ========
Shareholders' funds                                       20,728,204                        46,771
                                                              ========                      ========

Equity interests                                          20,728,204                         (3,229)
Non Equity Interests                                              -                         50,000
                                                              ========                       =======
                                                          20,728,204                        46,771
                                                              ========                       =======
Net asset value per Ordinary Share                              93.61p                   (1,614.50)p

Net asset value per Preference Share                              -                          100.00p




Cash Flow Statement

for the fifteen months ended 31 December 2005


                                               Fifteen months ended 31      Period from 15 June to 30
                                                         December 2005                 September 2004
                                                                     £                              £

Operating activities
Investment income received                                    758,659                         -
Investment management fees paid                              (319,543)                        -
Other cash payments                                          (254,499)                        -
                                                           -----------                   ------------
Net cash inflow from operating activities                     184,617                         -

Investing activities
Acquisitions of investments                                (2,362,893)                        -
                                                                                              -
Dividends
Interim equity dividends paid                                 (66,431)                        -
                                                          ------------                    -----------
Cash outflow before financing and liquid                   (2,244,707)                        -
resource management

Management of liquid resources
Increase in liquid resources                              (18,669,327)                        -

Financing
Share capital raised                                       22,131,121                         12,500
Issue costs of Ordinary Shares                             (1,210,497)                             -
                                                       ---------------                ---------------
                                                           20,920,624                         12,500
                                                             =========                      =========
Increase in cash for the period                                 6,590                         12,500
                                                             =========                      =========


Notes

1.    Net asset value per Ordinary Share

Net asset value per Ordinary Share is based on net assets at the end of the
period, and on 22,143,821 Ordinary Shares, being the number of Ordinary Shares
in issue on that date.

2.    Return per Ordinary Share

The revenue return per Ordinary Share is based on the net profit from ordinary
activities after taxation of £288,940 and on 15,498,387 Ordinary Shares, being
the weighted average number of Ordinary Shares in issue during the period of
fifteen months.

The capital loss per Ordinary Share is based on a capital loss of £269,193 which
includes the net portion of the Investment Manager's fees charged to the capital
reserve of £332,337 and 15,498,387 Ordinary Shares, being the weighted average
number of Ordinary Shares in issue during the period of fifteen months.

3.    Investment Manager's Fees

In accordance with the policy statement published under 'Management, Expenses
and Administration' in the Company's Prospectus dated 9 July 2004, the Directors
have charged 75% of the investment management expenses to capital reserve.

4.    Financial Information

The financial information set out in these statements does not constitute the
Company's statutory accounts for the fifteen months ended 31 December 2005 but
is derived from those accounts. Statutory accounts for the fifteen months ended
31 December 2005 will be delivered following the Company's Annual General
Meeting. The auditors have reported on those accounts: their reports were
unqualified and did not contain statements under Section 237 (2) or (3) of the
Companies Act 1985.

5.    Annual Report

The Annual Report will be circulated by post to all Shareholders shortly and
copies will be available thereafter to members of the public from the Company's
registered office.

6.    Annual General Meeting

The Annual General Meeting will be held at 11.00 am on Thursday 27 April 2006 at
the offices of Matrix Group Limited, One Jermyn Street, London SW1Y 4UH.



Contact details for further enquiries:

Sarah Penfold of Matrix-Securities Limited (the Company Secretary) on 020 7925
3300 or by e-mail on [e-mail]



Mark Wignall or Mike Walker at Matrix Private Equity Partners Limited (the
Investment Manager), on 020 7925 3300 or by e-mail on [e-mail]






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