Final Results

DOWNING DISTRIBUTION VCT 1 plc
(formerly the aim distribution trust plc)
FINAL RESULTS for the year ended 31 March 2010

FINANCIAL HIGHLIGHTS
                                                       30 June 31 March 31 March
                                                          2010     2010     2009
                                                         Pence    Pence    pence

Net asset value per Original Ordinary Share                n/a    37.00    33.60

Cumulative distributions paid since launch                 n/a    57.55    55.80

Total   return   (net   asset  value  plus  cumulative     n/a    94.55    89.40
distributions paid)

Interim   distribution  paid  (per  Original  Ordinary     n/a     1.75        -
Share)



Unaudited net asset value per New Ordinary Share         96.5p      n/a      n/a


CHAIRMAN'S STATEMENT
Introduction
The Company recently completed its merger with Pennine AIM VCT 5 plc and Pennine
AIM VCT 6 plc, changed its name from The AIM Distribution Trust plc to Downing
Distribution VCT 1 plc, underwent a share consolidation and also changed its
investment manager.

As the merger and share consolidation did not take place until 1 April 2010, the
audited  accounts presented  in this  annual report  show the Company's position
before  the  merger.  The  Board  has  included  an  unaudited balance sheet and
investment  portfolio as  at 30 June  2010, which provides existing Shareholders
and  investors that became Shareholders as a result  of the mergers and an up to
date picture of the Company following the developments which have taken place.

Change of name
On  25 March 2010, the Company changed its  name from The AIM Distribution Trust
plc to Downing Distribution VCT 1 plc ("DDV1").

Directorate
Following  completion of  the merger,  Michael Cunningham  joined the Board as a
non-executive director.  Michael has worked closely with the Board since 2003 as
a  result of  his role  at Rathbones,  where he  headed the VCT management team.
 Following  the changes which have accompanied the merger, Michael will continue
to  take  an  active  role  within  some  of  the  investee companies as well as
enhancing the Board with his experience within the VCT sector.

There  has been one  further Board change  accompanying the merger  where I have
taken over from Sir Aubrey Brocklebank as the chairman of the Company.  I, along
with  the  rest  of  the  Board,  would  like  to  thank Aubrey for the valuable
contribution he has made in chairing the company for the past ten years and look
forward  to continuing  to work  with him  in his  ongoing role as non-executive
director.

Net Asset Value
The  net asset value ("NAV") per  Original Ordinary Share at 31 March 2010 stood
at 37.0p, an increase of 5.1p (or 15.3%) over the year, after accounting for the
1.75p dividend  paid in the year.  (Shareholder's should note that the Company's
share underwent a consolidation on 1 April 2010.)
Merger
The  merger with Pennine AIM  VCT 5 plc ("P5") and  Pennine AIM VCT 6 plc ("P6")
was  completed  on  1 April  2010 by  means  of two Schemes of Arrangement ("the
Schemes").   On that  date all  the assets  and liabilities  from P5 and P6 were
transferred  to the Company and consideration shares were issued to shareholders
of P5 and P6.

A  balance sheet and portfolio of the  merged entity as at 30 June 2010 is shown
following this Statement.

Share consolidation
Immediately  prior to the Schemes the  Company had 13,140,436 Ordinary Shares of
25p each in issue.

Upon  completion of the Schemes, the  Company's Original Ordinary Shares of 25p
each shares were consolidated into 21,862,198 New Ordinary Shares of 1p each.

The  following is a  summary of the  number of shares  received by each original
group of shareholders as a result of the merger and share consolidation:

        No. new ordinary shares of 1p each issued per share originally held

 DDV1                                                            0.34955038

 P5                                                              0.30448703

 P6                                                              0.40564181


Share buybacks

As  part of  the merger  documentation, the  Company has  indicated that it will
recommence share buybacks and intends to buy in shares at between a 10% and 15%
discount to NAV.

The  Board  will  monitor  the  market  in  the  Company's  shares  and may make
adjustments to the policy as appropriate.  Such purchases will be subject to VCT
regulations, company law, liquidity considerations and the Listing Rules.

Venture capital investments (AIM and unquoted)
During  the year, the Company made £875,000 of new and follow-on venture capital
investments.

At  31 March 2010, this portfolio comprised  28 investments which were valued at
£3.6  million. The portfolio generated net  unrealised gains of £503,000 and net
realised gains of £83,000 over the year.

Details  of  the  Company's  venture  capital  investments, including additions,
disposals  and performance, are  set out within  the Investment Manager's report
and Review of Investments.

Since   the  merger,  the  Company's  venture  capital  portfolio  has  expanded
substantially.   Full  details  of  the  portfolio  as at 30 June 2010 are shown
following this Statement.

Listed fixed income and other investments
The  Company holds  a non-qualifying  portfolio which  includes one fixed income
security and two hedge fund investments.  This portfolio had a value of £730,000
at  the year end and showed an unrealised gain of £187,000 and realised gains of
£19,000.
Results and dividends
The  total return on  ordinary activities for  the year to  31 March 2010 was as
follows:

                   Revenue   Capital   Total

                     £'000     £'000   £'000

 Ordinary Shares      (64)       741     677


The  Company paid an interim dividend  of 1.75p per share on 23 December 2009 to
Shareholders on the register at 11 December 2009.

As stated in the merger documentation, the Scheme, the Company intends to pay an
annual  tax-free dividend of 5p per New Ordinary share of 1p each in issue twice
yearly.   In line with this intention, the  Board is proposing to pay an interim
dividend  of 2.5p per share for the year to 31 March 2011, on 30 September 2010
to shareholders on the register at 27 August 2010.

Annual General Meeting

The  next AGM of the  Company will be held  at 10 Lower Grosvenor Place, London,
SW1W 0EN at 11 am on 23 September 2010.

Three  items  of  special  business  are  proposed: one ordinary and one special
resolution  in relation to the allotment of  shares; and a special resolution to
renew  the  authority  to  allow  the  Company  to  make market purchases of the
Company's shares.

Outlook
With  the merger  successfully completed,  the Company  is now  implementing the
strategy  and other changes which were set out in the merger documentation.  The
Company  expects to make some a gradual  reduction of its exposure to AIM-quoted
investments,  although this will  only be done  as suitable opportunities arise.
 New  unquoted investments will be sought which  produce a steady income for the
Company,  however  the  Company  will  still  consider attractive new AIM-quoted
opportunities that may arise.

The performance of the Company, Pennine AIM VCT 5 and Pennine AIM VCT 6 over the
last  2-3 years, being heavily influenced by  the general performance of the AIM
market,  has been disappointing  for shareholders and  the directors alike.  The
Company's  revised investment policy  seeks to address  some of the difficulties
that  the companies have faced in the  past. The Board believes that a realistic
target  is to improve  the yield on  the investment portfolio  which, along with
steady capital growth, will fund the Company's targeted annual dividends.

Christopher Powell
Chairman

UNAUDITED BALANCE SHEET (POST MERGER)
as at 30 June 2010
The following portfolio is the unaudited balance sheet of the Company at 30 June
2010, following the merger of The AIM Distribution Trust plc, Pennine AIM VCT 5
plc and Pennine AIM VCT 6 plc and the subsequent share consolidation.

                                                           30 June 2010

                                                                  £'000

 Fixed assets

 Investments                                                     20,361
                                                          --------------


 Current assets

 Debtors                                                            230

 Cash at bank and in hand                                           863
                                                          --------------
                                                                  1,093

 Creditors: amounts falling due within one year                   (341)
                                                          --------------


 Net current assets                                                 752
                                                          --------------


 Net assets                                                      21,924



 Capital and reserves

 Called up share capital                                            219

 Reserves                                                        20,894


                                                          --------------
 Total equity Shareholders' funds                                21,113



 Basic and diluted net asset value per Share                      96.5p



 New Ordinary Shares of 1p each in issue at 30 June 2010     21,869,287



UNAUDITED PORTFOLIO OF INVESTMENTS (POST MERGER)
as at 30 June 2010
                                                                          % of
                                                 Cost   Valuation    portfolio
                                                £'000       £'000     by value

 Venture capital investments (by value)

 Cadbury House Holdings Limited *               2,518       2,546        12.0%

 Doubletake Studios Limited *                   2,204       2,454        11.6%

  Hoole Hall Country Club Holdings Limited *    2,100       2,100         9.9%

 Ludorum plc                                    1,967       1,747         8.2%

 Hoole Hall Spa and Leisure Limited *           1,020       1,020         4.8%

  First Care Limited *                            879         879         4.1%

  Animalcare Group plc                            914         762         3.6%

  Craneware plc                                   690         713         3.4%

  ANS Group plc **                                201         483         2.3%

 IDOX plc                                         487         466         2.2%

 Tristel plc                                      467         445         2.1%

  IS Pharma plc                                   392         434         2.0%

 Keycom plc **                                    815         418         2.0%

 Boomerang plus plc                               490         381         1.8%

 Tramps Nightclub Limited * ¹                     333         333         1.6%

 Telephonetics plc                                311         332         1.6%

 Aminghurst Limited * ¹                           300         300         1.4%

 Servoca plc                                      477         293         1.4%

 Brulines Holdings plc                            333         291         1.4%

 Plastics Capital Group plc                       238         256         1.2%

 Printing.com plc                                 179         247         1.2%

 Spice plc ***                                    273         229         1.1%

 Mears Group plc ***                              204         182         0.9%

 Real Time Logistic Solutions Limited *           180         180         0.9%

 Future Biogas (Spring Farm) Limited * ¹          175         175         0.8%

 West Tower Holdings Limited *                    167         167         0.8%

 Universe Group plc                               152         152         0.7%

 Atlantic Global plc                              310         136         0.6%

 Travelzest plc                                    96         132         0.6%

 Hasgrove plc                                     146         132         0.6%

 Zamano plc                                       374         130         0.6%

 Blanc Brasseries plc                             125         125         0.6%

 Connaught plc ***                                 25         115         0.5%

 Neutrahealth plc                                 240         115         0.5%

 Autoclenz Holdings plc                           136         110         0.5%

 The Kellan Group plc                             109         101         0.5%

 Deltex Medical Group plc                         233          93         0.4%

 DODS Group plc (formerly Huveaux plc)            284          93         0.4%

 Richoux Holdings plc                             307          92         0.4%

 The Thames Club Limited *                        175          88         0.4%

 Netservices plc                                   87          71         0.3%

 Sheildtech plc                                   120          60         0.3%

 Straight plc                                      72          55         0.3%

 Business Control Solutions plc *                  52          52         0.3%

 Financial News Publishing Limited *               50          50         0.2%

 Aortech International plc                        569          35         0.2%

 Belgravium Technologies plc                       48          32         0.2%

 Quadnetics Group plc                              34          18         0.1%

 Sports Media Group plc                            14           8            -

 Media Square plc                                 119           6            -

 @ UK plc                                           7           5            -

 Camaxys plc *                                    223           -            -

 Chariot (UK) Limited *                           125           -            -

 Top Ten Holdings plc                             399           -            -
                                             ----------------------------------
                                               22,945      19,839        93.5%
                                             ----------------------------------
 Other investments

 Ulster Bank (IRE) 11.75% Subord                  558         350         1.6%

 Goldman Sachs Dynamic Opp. LD                    207         172         0.8%
                                             ----------------------------------
                                                  765         522         2.4%
                                             ----------------------------------
 Total investments                             23,710      20,361        95.9%

 Cash at bank and in hand                                     863        4.1 %
                                                      -------------------------
                                                           21,224       100.0%


All venture capital investments are listed on AIM unless otherwise stated

* Unlisted
** Quoted on the PLUS market
*** Quoted on London Stock Exchange full list
¹ Investment purchased since 1 April 2010

INVESTMENT MANAGER'S REPORT
We present an overview of the investment management activities for the year
ended 31 March 2010, our first since appointment as Investment Manager.  During
the year, the portfolio was managed by Rathbones Investment Management Limited
("Rathbones"), with   Downing Corporate Finance Limited ("Downing") taking over
the management of the portfolio on 1 April 2010.  Key members of the team from
Rathbones have moved to Downing which provides a high degree of continuity in
managing the existing portfolio companies.  The move to Downing also provides
the Company with additional resources which allow the Company to pursue its
revised investment policy.

The  recovery in equity markets began shortly before the start of your Company's
financial  year.  Investors  began to  believe that  the quantitative easing and
other Government led economic stimulus packages would enable the avoidance of an
economic depression.  Instead this would be a cyclical recession, albeit severe,
from  which economic recovery would come.  Even though economic recovery remains
fragile,  the improvement  in corporate  credit markets  has helped to stabilise
company  balance sheets, but bank lending  to the smaller company market remains
constrained.   Indebtedness generally remains a cause for concern, with European
Government  debt  and  the  weakening  Euro  being  the  latest  worry which has
undermined investor confidence and seen weakening equity markets throughout May.

Over  this reporting period,  the FTSE 100 Share  Index showed a  rise of 44.7%
whilst  the AIM  Index rose  70.4% having fallen  57% in the previous year.  The
recovery  in AIM was led by the resource sector which accounts for around 30% of
the  index (this is an  area not generally open  for qualifying VCT investment).
 Whilst  your Company benefited  from not holding  resource stocks when AIM fell
heavily in 2008, this year has seen the inverse.

New Investment
The  amount of new  money raised on  AIM in 2009 was  the lowest for seven years
with  a dearth of qualifying quality issues.  As a result your Company made only
one  new and one follow on AIM investments.  With your Company comfortably above
the  HM  Revenue  and  Customs  requirements  for  the amount held in qualifying
investments,  this  enabled  us  to  remain  selective with new investment.  The
schedule  of  additions  shows  additional  investments  of  £875,000,  although
£523,000 of this was successful restructuring of two existing investments.

There  is no doubt that  the credit shortage has  had a material impact on small
companies  with  banks  demanding  substantially  higher  rates  of interest and
arrangement  fees.  This  has provided  selective opportunities,  one such being
your  Company's  further  investment  into  Ludorum.   As part of a £1.5 million
secured  loan stock with a 9% coupon, your Company invested £200,000.  This loan
replaced  previous bank finance and provided  working capital to assist with the
costs of the production of the second 52 episodes of Chuggington, the children's
animated  pre-school television series.  An equity investment into the infection
control  company Tristel of £80,000 was part  of a £2 million fundraise to repay
bank debt and accelerate the registration programmes in China and Russia.

An  additional £20,000 was invested into Hoole Hall Spa and Leisure, an unquoted
company,  to enable the completion  of the spa which  opened last Autumn and has
attracted strong initial membership.  Cadbury House, also unquoted has traded to
budget  with an  increase in  profits, this  enabled a  re-financing of the bank
debt.  Your Company's investment has remained unchanged.

Financial   News   Publishing,   an   unquoted   company,   was  bought  out  of
administration.  Your Company assisted with the purchase by investing £50,000 by
way  of a mixture of equity and loan notes as part of an overall funding package
of  £525,000. The company publishes subscription based newsletters and organises
conferences on specialist areas in the financial sector.

Portfolio Performance
At  31 March  2010, the  top  ten  holdings  by  value  account for 60.4% of the
portfolio.   The makeup is; two Full List  companies, four AIM, one PLUS Markets
and  three unquoted companies.   Most of the  portfolio's investments show share
price  appreciation with some material recoveries from the depressed prices of a
year ago.

Doubletake  Studios, an unquoted  company, contributed the  largest gain, with a
doubling  of its valuation based on strong profit growth assisted by an increase
in  photographic studio  capacity.  Strong  viewing figures  for Chuggington and
positive  initial branded goods sales saw Ludorum record a 42% rise in its share
price.

As  mentioned, some share prices  recovered from depressed levels.  Printing.com
doubled  its value as discounting and promotional activity helped offset a tough
environment,  resulting in  an increasingly  resilient trading performance given
the economic backdrop.

The  sale of their education business  contributed to a re-valuation in Huveaux,
whilst  shares in  Straight partially  recovered from  previous profit warnings.
 The  management remain positive about the prospects for their recycling product
sales  to amongst others, local authorities, despite  the fears of a slowdown in
spending.

Connaught, historically one of the portfolio's star performers and an investment
from  which considerable  profits have  been realized  over the  years, issued a
profits  warning  in  late  June,  citing  lower  contract volumes in its Social
Housing  Division.  The  resignation  of  both  the  Chief Executive and Finance
Director  alongside  uncertainty  as  to  profits  forecasts  has led to a sharp
decline  in the share price since your  Company's financial year end.  Spice has
had  a  difficult  year,  losing  over  45% of  its value.  After several profit
warnings  due to poor trading in their gas and facilities businesses there was a
change  in  chief  executive  together  with  a change in strategy.  Having been
highly  acquisitive,  the  company  is  divesting  of some businesses, including
telecoms  and reducing debt.   Spice should be  well placed to  benefit from the
heavy  capital investment  being undertaken  by the  water and  electric utility
companies.

Disposals
Supporta,  the domiciliary  care business  was acquired  for shares  by Mears, a
leading  social  housing  repairs  and  maintenance  provider listed on the Main
London  Stock Exchange.   The Medical  House was  also taken  over for  cash but
disappointedly  at half  our original  book cost.   Waterline, having previously
removed  its quote  from AIM  (de-listed) was  sold to  private equity for cash,
whilst  both Cellcast  Group and  The Real  Good Food  Company were  disposed of
having been poor investments.  Rare liquidity allowed us to realise some profits
out  of the  largest holding,  ANS Group.   Since the  year end Glisten has been
acquired  by the Finnish company Raiso for cash proceeds of £50,260.  A schedule
of disposals during the year follows this report.

Bonds and other investments
A  recovery in the corporate  bond market saw a  considerable improvement in the
value  of the Ulster Bank  Bond (part of Royal  Bank of Scotland).  Although the
bond  has risen in capital value by a further 15% since your company's year end,
they  still offer an attractive yield  of 11.3%.  The two hedge funds, Bluecrest
Allblue  and Goldman Sachs Dynamic  Opportunities both show exceptionally strong
performances  - not something we would expect  to be repeated to the same degree
this year.

Investment Strategy
Since your Company's year end the Scheme of Arrangements with Pennine AIM VCT 5
plc  and  Pennine  AIM  VCT  6 plc  has  completed and a wider investment policy
adopted.   Over time it  is expected there  will be a  greater level of unquoted
investments  in the portfolio, particularly investments into yielding loan notes
and  where possible with a charge over  assets, this should increase the overall
income  produced by the Company and  help support future dividend distributions.
 This  strategy of partially  moving away from  a dependence on  AIM should also
provide a reduced volatility in the performance of the fund.

Outlook
The easy part of the equity market recovery looks to be behind us at last.  Last
year  was a  period when  share prices  rose relatively indiscriminately from an
oversold  position.  An element  of investor fear  has returned with uncertainty
about  the strength,  sustainability and  speed of  economic recovery.  This has
made  investors more  prudent and,  as a  consequence, show  a greater degree of
discrimination  in  stock  selection.   This  should favour companies with sound
fundamentals, particularly those not over geared, but with strong management and
able to grow profits in a low growth economic environment.

The  new  wider  investment  policy  will  be  implemented against this cautious
investment  outlook.  This is expected over time to allow for a more predictable
level  of dividends to be  paid to Shareholders with  capital growth achieved as
and when expectations of more soundly based economic growth is anticipated.

Downing Corporate Finance Limited
REVIEW OF INVESTMENTS AT 31 MARCH 2010

Portfolio of investments
The following investments, all of which are incorporated in England and Wales,
were held at 31 March 2010:

                                                            Valuation
                                                             Movement       % of
                                             Cost Valuation   in year  portfolio
                                            £'000     £'000     £'000   by value

Top  ten  venture  capital  investments (by
value)

 ANS Group plc **                             201       515        56      10.9%

Doubletake Studios Limited *                  250       500       250      10.5%

Ludorum plc                                   240       354       105       7.5%

Cadbury House Holdings Limited *              319       346        27       7.3%

Connaught plc ***                              27       271      (60)       5.7%

Printing.com plc                              179       233        78       4.9%

Atlantic Global plc                           310       211      (37)       4.4%

Mears Group plc ***                           204       208         4       4.4%

Hoole Hall Spa and Leisure Limited *          120       120         -       2.5%

Deltex Medical Group plc                      233       107        23       2.3%
                                           -------------------------------------
                                            2,083     2,865       446      60.4%
                                           -------------------------------------
Other venture capital investments

Spice plc ***                                 256       107      (94)       2.2%

Huveaux plc                                   284       102        61       2.1%

Tristel plc                                    80        94        14       2.0%

Keycom plc **                                 408        81        12       1.7%

Neutrahealth plc                              173        78        29       1.7%

Straight plc                                   72        54        29       1.1%

Financial News Publishing Limited *            50        50         -       1.1%

Glisten plc                                    84        49        24       1.0%

Richoux Group plc                             250        35         -       0.7%

Aortech International plc                     569        28         3       0.6%

Quadnetics Group plc                           34        20         7       0.4%

1st Dental Laboratories plc                   200        16      (10)       0.4%

Media Square plc                              118         8         5       0.2%

Camaxys plc *                                 223         -         -          -

Chariot (UK) Limited *                        125         -         -          -

Clerkenwell Ventures plc                       18         -       (9)          -

Coffee Republic plc                           713         -      (13)          -

Top Ten Holdings plc                          399         -       (1)          -
                                           -------------------------------------
                                            4,056       722        57      15.2%
                                           -------------------------------------
Bonds

Ulster Bank (IRE) 11.75% Subord               558       317        72       6.7%
                                           -------------------------------------
Other investments

Bluecrest Allblue Fund LD                     144       227        59       4.8%

Goldman Sachs Dynamic Opp. LD                 207       186        56       3.9%
                                           -------------------------------------
                                              351       413       115       8.7%
                                           -------------------------------------


Total investments                           7,048     4,317       690      91.0%



Cash at bank and in hand                                425                 9.0%
                                                 -----------         -----------
                                                      4,742               100.0%


All venture capital investments are listed on AIM unless otherwise stated

* Unlisted
** Quoted on the PLUS market
*** Quoted on London Stock Exchange full list
1 Investments made by other funds also managed by Rathbone Investment Management
Limited as at 31 March 2010.

Investment Movements for the year ended 31 March 2010

 ADDITIONS
                                      Total

                                      £'000

 New investment

 Tristel plc                             80
                                    --------


 Follow on Investments

 Ludorum plc                            201

 Sundry investments                       1
                                    --------
                                        202
                                    --------
 Unlisted  investments

 Financial News Publishing Limited       50

 Hoole Hall Spa and Leisure Limited      20
                                    --------
                                         70
                                    --------
 Restructuring

 Cadbury House Holdings Limited         319

 Mears Group plc                        204
                                    --------
                                        523
                                    --------


 Total additions                        875


DISPOSALS                                               Profit/
                                         MV at           (loss)         Realised
                                Cost 01/04/09* Proceeds vs cost      gain/(loss)

                               £'000     £'000    £'000   £'000            £'000

Ordinary Share Pool

Restructuring

Cadbury House Limited            319       319      319       -                -

Supporta plc                     250        99      204    (46)              105



Disposals

ANS Group plc                     51       114      127      76               13

Cellcast Group plc               194         2        6   (188)                4

Connaught plc                      3        31       38      35                7

Ludorum plc                        1         1        2       1                1

The Medical House plc            223        58      112   (111)               54

The Real Good Food Company plc    90         2        4    (86)                2

Waterline plc                    243         5       65   (178)               60



Liquidation/dissolutions and
administrations

Aero Inventory plc - in          115        70        -   (115)             (70)
administration

AT Communications plc - in       178        57        -   (178)             (57)
administration

Dipford Group plc - dissolved    136         -        -   (136)                -

Hill Station plc - in            664         -        -   (664)                -
administration

Micap plc - in administration    299         -        -   (299)                -

Real Affinity plc - dissolved    175         -        -   (175)                -

Sanastro Limited - in            200        36        -   (200)             (36)
liquidation



Other investments

Barclays Bank plc GAM            435       372      372    (63)                -
Diversity Tracker

Bluecrest Allblue Fund LD         52        60       79      27               19


                              --------------------------------------------------
                               3,628     1,226    1,328 (2,300)              102

* Adjusted for purchases in the year
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report, the Directors'
Remuneration Report, the Corporate Governance Statement, and the financial
statements in accordance with applicable law and regulations.

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 those financial statements, the Directors are required to:

  * select suitable accounting policies and then apply them consistently;
  * make judgements and 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  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 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 to enable them to
ensure  that the financial  statements, and the  Directors' Remuneration Report,
comply   with  the  requirements  of  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.


STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITOR
The Directors in office at the date of the report have confirmed that, as far as
they  are aware, there is no relevant  audit information of which the Auditor is
unaware.  Each of the Directors has 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 Auditor.

Grant Whitehouse
Secretary
Company Number: 3150868
Registered Office:
Kings Scholars House
230 Vauxhall Bridge Road
London   SW1V 1AU

INCOME STATEMENT
for the year ended 31 March 2010

                                                  2010                      2009

                                 Revenue Capital Total   Revenue Capital   Total

                                   £'000   £'000 £'000     £'000   £'000   £'000



Income                               139       -   139       146       -     146



Gains/(losses) on investments          -     792   792         - (2,121) (2,121)
                                ----------------------- ------------------------


                                     139     792   931       146 (2,121) (1,975)



Investment management fees          (17)    (51)  (68)      (22)    (68)    (90)



Other expenses                     (186)       - (186)     (155)       -   (155)
                                ----------------------- ------------------------


Return on ordinary activities
    before tax                      (64)     741   677      (31) (2,189) (2,220)



Tax on ordinary activities             -       -     -         -       -       -
                                ----------------------- ------------------------


 Return attributable to equity
Shareholders                        (64)     741   677      (31) (2,189) (2,220)



 Basic and diluted return per
 Ordinary Share                   (0.5p)    5.6p  5.1p    (0.2p) (16.5p) (16.7p)



The  revenue and capital movements in  the year relate to 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 and losses are recognised in the Income Statement shown above.


RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
for the year ended 31 March 2010

                                                  2010          2009

                                                 Total         Total

                                                 £'000         £'000



 Opening Shareholders' funds                     4,413         6,832

 Purchase of own shares                              -         (199)

 Total recognised gains/(losses)  for the year     677       (2,220)

 Distributions paid                              (230)             -
                                               ---------   ----------


 Closing Shareholders' funds                     4,860         4,413


BALANCE SHEET
as at 31 March 2010

                                                     2010          2009

                                                    £'000         £'000

 Fixed assets

 Investments                                        4,317         3,978
                                                -----------   ----------


 Current assets

 Debtors                                              219            53

 Cash at bank and in hand                             425           435
                                                -----------   ----------
                                                      644           488

 Creditors: amounts falling due within one year     (101)          (53)
                                                -----------   ----------


 Net current assets                                   543           435
                                                -----------   ----------


 Net assets                                         4,860         4,413



 Capital and reserves

 Called up share capital                            3,285         3,285

 Capital redemption reserve                         1,126         1,126

 Share premium account                                348           348

 Capital reserve - realised                         2,871         5,454

 Investment holding losses                        (2,731)       (5,825)

 Revenue reserve                                     (39)            25
                                                -----------   ----------


 Total equity Shareholders' funds                   4,860         4,413



 Basic and diluted net asset value per Share        37.0p         33.6p


CASH FLOW STATEMENT
for the year ended 31 March 2010
                                               2010        2009

                                              £'000       £'000



 Net cash outflow from operating activities    (73)       (129)
                                            ---------   --------


 Capital expenditure

 Purchase of investments                      (352)       (201)

 Disposal of investments                        805       1,005
                                            ---------   --------
 Net cash inflow from capital expenditure       453         804
                                            ---------   --------


 Acquisitions

 Costs in relation to scheme of arrangement   (170)           -
                                            ---------   --------


 Equity distributions paid                    (230)           -
                                            ---------   --------


 Net cash (outflow)/inflow before financing    (20)         675



 Financing

 Unallotted share issue                          10           -

 Purchase of own shares                           -       (199)
                                            ---------   --------
 Net cash inflow/(outflow) from financing        10       (199)
                                            ---------   --------


 (Decrease)/increase in cash                   (10)         476




NOTES
for the year ended 31 March 2010
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 and
Venture Capital Trusts" January 2009 ("SORP").

The  financial  statements  are  prepared  under  the historical cost convention
except for the revaluation of certain financial instruments.

The  Company implements new Financial Reporting  Standards ("FRS") issued by the
Accounting Standards Board when required.

Presentation of income statement
In  order to  better reflect  the activities  of a  Venture Capital Trust and in
accordance  with  guidance  issued  by  the  Association of Investment Companies
("AIC"),  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.

Listed   fixed  income  investments,  hedge  funds  and  investments  quoted  on
recognised  stock markets are  measured using bid  prices in accordance with the
IPEV.

In respect of unlisted instruments, fair value is established by using the IPEV.
The  valuation  methodologies  for  unlisted  instruments  used  by  the IPEV to
ascertain the fair value of an investment are as follows:
  * Price of recent investment;
  * Multiples;
  * 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
and estimates in order to ascertain fair value.

Where   an   investee  company  has  gone  into  receivership,  liquidation,  or
administration  where there is little likelihood of  a recovery, the loss on the
investment, although not physically disposed of, is treated as being realised.

Gains  and losses arising from changes in  fair value are included in the income
statement as a capital item.

It  is not  the Company's  policy to  exercise either significant or controlling
influence over investee companies.  Therefore the results of these companies are
not  incorporated into the  revenue account 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 investments is recognised when the Shareholders' rights to
receive payment has been established, normally the ex-dividend date.

Interest  income is  accrued on  a time  apportioned basis,  by reference to the
principal  outstanding and  at the  effective interest  rate applicable 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  acquisition of an investment are deducted
from the Capital Account.
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  and accordingly  the investment  management fee  and finance costs
have  been allocated 25% to revenue and 75% to  capital, in order to reflect the
Directors'  expected long-term view  of the nature  of the investment returns of
the Company.

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.

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
tax  rates and law enacted  or substantively enacted at  the balance sheet date.
 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.  Deferred  tax assets  are only  recognised if it is
expected  that future taxable  profits will be  available to utilise such assets
and is recognised on a non-discounted basis.

Other debtors and other creditors
Other debtors (including accrued income) and other creditors are included within
the  accounts at amortised  cost, equivalent to  the fair value  of the expected
balance receivable/payable by the Company.

Share issue costs
Share issue costs have been deducted from the share premium account.

Segmental Reporting
The Company only has one class of business and one market.

2. Return per Share
                                                               2010         2009

  Return per Share based on:

  Net revenue loss for the financial year (£'000)                64           31



  Capital return per Share based on:

  Net capital gain/(loss) for the financial year (£'000)        741      (2,189)



  Weighted average number of Shares in issue             13,140,436   13,300,205


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.

On  1 April 2010 the 13,140,436 Ordinary Shares of 25p each, as shown above were
converted  into 4,593,244 New Ordinary Shares of  1p each under the Schemes. The
conversion  had no impact on  the weighted average shares  for the year (2009:
equivalent  weighted average shares 4,649,092).  The  impact on the total return
per  share for the year is an  increase from 5.1p to 14.7p (2009 loss:  16.7p to
47.7p), split  as revenue loss per share  increase from 0.5p to 1.4p (2009 loss:
0.2p to  0.7p) and capital  return per  share increase  from 5.6p to 16.1p (2009
loss:   16.5p to  47.1p).  The  impact  of  the  shares  issued  to  P5  and  P6
Shareholders under the Schemes on the return per share to 31 March 2010, has not
been  calculated  due  to  the  significant  increase in resources that arose on
completion of the Scheme.

3. Net asset value per Share
                                                       2010                 2009
                       Shares in issue      Net asset value      Net asset value


                     2010         2009    Pence per   £'000    Pence per   £'000
                                              Share                Share



 Ordinary                                             4,860                4,413
Shares         13,140,436   13,140,436        37.0p                33.6p


As the Company has not issued any convertible securities or share options, there
is  no dilutive effect on net asset value  per class of share in issue.  The net
asset  value per share disclosed therefore represents both basic and diluted net
asset value per class of share in issue.

4. Principal financial risks

As  a Venture Capital  Trust ("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.

The  management of these risks starts with the application of a clear investment
strategy  which has been developed by  the Board, which comprises of experienced
investment  professionals. Furthermore,  the Board  has appointed an experienced
Investment  Manager  to  whom  they  have  communicated the Company's investment
strategy  and whose remuneration is linked  to the achievement of that strategy.
The  Investment Manager  reports regularly  to the  Board on performance, and to
facilitate the direct Board involvement with key decisions, on whether or not to
invest,  disinvest and the  nature, terms and  the security of investments being
made.

Further  information  about  the  VCT's  investment  strategy  is set out in the
Directors' Report.

In  assessing  the  risk  profile  of  its  investment  portfolio, the Board has
identified  four principal classes of financial  investment . All such financial
investments  are  "fair  value  through  the  profit  and  loss account" and are
recognised as such on initial recognition.

In addition to its investment portfolio, the VCT holds cash balances with one of
the  main UK banks  and the Investment  Manager. The Directors  consider that by
splitting  the cash  balances between  the bank  and the Investment Manager, the
risk  profile associated with cash deposits is  reduced to a low level, thus the
carrying  value in the financial statements is a close approximation of its fair
value.

The  Board has reviewed the Company's  financial risk profile and concluded that
the current sensitivity level remains appropriate.

A review of the specific financial risks faced by the Company follows.
Market risks
The  key market risks to which the Company is exposed are interest rate risk and
market  price  risk.   The  Company  has  undertaken sensitivity analysis on its
financial  instruments,  split  into  the  relevant component parts, taking into
consideration  the economic climate at the time  of review in order to ascertain
the appropriate risk allocation.

Interest rate risk
Board decisions in relation to amounts to be retained as cash deposits and held
in fixed interest investments (including yields) are influenced by actual and
potential changes in the Bank of England base rate.   Sensitivity has been
tested by the impact on the NAV over a one year period of a fall in the base
rate to nil, being the largest possible fall.

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. At  31 March 2010, the net
unrealised loss on the quoted portfolios (Full list, AIM-quoted, PLUS-quoted and
non-qualifying investments) was £2.7 million (31 March 2009: £4.5 million).

The  investments the Company holds  are (with the exception  of hedge funds), in
comparison to the Main Market, thinly traded (due to being traded on the AIM and
Plus  Markets) and,  as such,  the prices  are more  volatile than those of more
widely  traded, full list, securities.  In  addition, 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 VCTs.

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.


Credit risk
Credit  risk is  the risk  that the  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, therefore credit risk in respect of these assets is managed
within the main investment management procedures.

Credit  risk in respect  of investments in  listed fixed interest investments is
minimised by investing in UK Government Stocks.

Cash  is mainly held  by Bank of  Scotland plc, which  is an Aa3 rated financial
institution  (Moody's) and,  consequently the  Directors consider  that the risk
profile  associated with cash  deposits is low.   There have been  no changes in
fair value that are directly attributable to changes in credit risk.

Interest,  dividends and other receivables  are predominantly covered within the
investment  management procedures. There have been no changes in fair value that
are directly attributable to changes in credit risk.

Liquidity risk
Liquidity  risk is the risk that  the Company encounters difficulties in meeting
obligations  associated with its financial liabilities.  Liquidity risk may also
arise  from either the inability to  sell financial instruments when required at
their  fair values or from  the inability to generate  cash inflows as required.
 As  the Company only ever  has a very low  level of creditors, (2010: £101,000,
2009: £53,000), has no borrowings and holds £425,000 of funds in the Bank at the
year  end (2009:  £435,000), the  Board believes  that the Company's exposure to
liquidity risk is minimal.

5. Post balance sheet event
On  1 April 2010 the  Scheme with  P5 and  P6 completed.   On that  date all the
assets and liabilities from P5 and P6 were transferred to the Company.   The NAV
of  the Company following completion of  the Scheme was approximately 100.0p per
New Ordinary Share.

Immediately  prior to the  Scheme the Company  had 13,140,436 Ordinary Shares of
25p each  in issue.  Upon completion  of the Scheme the  Ordinary Shares of 25p
each shares were converted into 4,593,244 New Ordinary Shares of 1p each and the
Company  issued 17,268,954 New Ordinary Shares of  1p each to Shareholders in P5
and  P6 as  consideration from  the Scheme.   The Company  also issued 7,089 New
Ordinary  shares of 1p each on 1 April  2010 for a total consideration of £7,500
under an offer for subscription dated 26 February 2010.  Other creditors include
an  amount of £10,000 in  respect of funds received  in respect of the offer for
shares.

Following  these transactions  and at  the date  of this  report the Company has
21,869,287 New Ordinary Shares of 1p each in issue.

Other  debtors of £170,000 relate to upfront costs in respect of the Scheme, and
represent  a proportion  of the  total costs  expected, which  as stated  in the
prospectus  are  £350,000.   These  were  recognised on 1 April 2010.  Accruals,
includes £7,000 in respect of merger costs due at the year end.

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 31 March 2010, but has been extracted from
the statutory financial statements for the year ended 31 March 2010, which were
approved by the Board of Directors on 19 July 2010 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 31 March 2009 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 31
March  2010 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.


[HUG#1432620]








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