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Sgr & Frdlndr AIM 3 (VICT)

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Friday 26 May, 2006

Sgr & Frdlndr AIM 3

Preliminary Statements

Singer & Friedlander AIM 3 VCT PLC
26 May 2006


Singer & Friedlander AIM 3 VCT PLC

Preliminary Announcement for the year ended 31 January 2006


Performance Summary

                                                                             31 January 2006       31 January 2005
                                                                                                        (restated)
Total net assets                                                                 £27,515,787           £31,865,949

Net asset value per share                                                             88.42p               101.09p

Net dividends for the year (proposed)                                                  £0.00              £157,154

Dividend per ordinary share  (proposed for the year)                                   0.00p                 0.50p

Qualifying investments of the current investment portfolio                             80.6%                 82.0%

Total dividends paid and recommended to date                                           3.25p                 3.25p



Board Review of the Year

The Board is pleased to present its Annual Report for the year to 31 January
2006. This report covers the period prior to the merger with the other Singer &
Friedlander VCTs which took effect on 22 February 2006. The Interim Report for
the six months to 31 July 2006 will be the first to cover the combined entity.

Performance

In common with many of our peers our last financial year has proved to be
disappointing. Your Net Asset Value (NAV) fell by 12.5% compared to a rise of
5.9% by the AIM Index. As we have discussed before the AIM Index has many
constituents in which VCTs cannot invest including most oil, mining and
financial companies, which continued to exert considerable influence over the
market and largely accounted for the strength of AIM. The market also
experienced unprecedented new issue activity during 2005 and there is evidence
to suggest that this diverted attention and investment away from existing AIM
quoted companies. As we mentioned at the Interim stage our NAV was also
adversely impacted by new accounting rules explained in greater detail below.

Your Directors are concerned that the recent performance of the Trust has been
disappointing. In June 2005, we held a 'beauty parade' of fund managers when
three fund managers, including Singer & Friedlander, were asked to present to
the Board. Following those presentations Singer & Friedlander were re-appointed.
Your Board will continue to closely monitor their performance.

Since the Trust launched in early 2001 your NAV (allowing for dividend payments)
has declined 3.5% whilst the AIM Index has declined by 16.2%. By way of
comparison the FT All-Share Index has increased by 1.8% over the same period.

Presentation of Financial Statements

As part of the process of bringing UK standards into line with international
standards, the Trust is now required to follow changes in UK Generally Accepted
Accounting Practice. The main change is to the valuation of quoted investments
which are now valued at bid price rather than at mid-market price. The effect of
this has been to reduce the net asset value as at 31 January 2005 by £888,859.

Dividends

Dividends of 3.25 pence have been paid to date. The Directors are not
recommending the payment of a final dividend for the year ended 31 January 2006.
The Board has agreed to proceed with the revocation of the Trust's investment
company status in order that we have the ability to pay dividends from capital
gains.

Portfolio commentary and developments

The portfolio has maintained its VCT qualifying status throughout the year and
at 31 January 2006 consisted of 60 separate investments. Of these, 3 are
currently private, whilst the remainder are quoted on AIM. The portfolio
suffered a number of disappointments from investee companies during the year
leading to the underperformance. The majority of these disappointments were
company specific rather than due to wider economic factors and largely appear to
be one off in nature. Indeed, some of these companies have confirmed that they
are now back on track and their share prices have begun to recover. It is to be
hoped that this trend will continue, however, it is illustrative of the volatile
nature of investment in young and growing companies. We have however experienced
good performance from several investments and this has enabled us to take
further profits from the portfolio which may be returned to shareholders by way
of dividends in due course.

Investment Strategy

The objective of the Company is to provide investors with an attractive return
from a portfolio of investments primarily in companies whose shares are traded
on AIM. Returns will be enhanced as a consequence of dividends and capital gains
being free of tax in the hands of private investors.

Merger Completion and Running Costs

The previously announced merger of the three Singer & Friedlander VCTs was
completed on 22 February 2006. The merger has created a much larger fund with
assets approaching £50 million. The rationale for the merger was to reduce
running costs as a percentage of the fund value, to further diversify the
portfolio and to provide a smoother flow of dividends.

The running costs of the Trust stood at 3.2% during the year, a figure which
compares favourably to many of our competitors but which is expected to fall
further following the merger.  The merger prospectus made reference to our
expectation that on-going running costs would be less than 2.7% based on the
NAVs as at 30 November 2005.  The Board continues to believe that this
percentage expense level will be met in future.

Share Repurchases

During the year we repurchased 860,000 shares or some 2.76% of our issued share
capital for cancellation at a discount of 15% to NAV. It is our intention to
continue to buy back shares within the powers granted at the AGM each year, in
order to aid liquidity for shareholders who wish to sell. The Board has recently
resolved to narrow the discount at which we repurchase shares to 10% (waiting
for decision to be made)

The Board

Following the merger the composition of your Board has changed. Michael Edelson
has stepped down due to increased business commitments elsewhere; the Board
would like to thank Michael for his contribution and guidance since the Trust's
launch in 2001. Andrew Banks has also stepped down to reflect 'best practice' in
the investment trust industry; he will, however, continue as our lead fund
manager. Jamie Hambro and Mike Killingley have joined the Board. Jamie joins as
Deputy Chairman having previously been Chairman of Singer & Friedlander AIM 2
VCT. Mike was a Non-Executive Director of Singer & Friedlander AIM VCT. Further
information on the Directors appears on pages 15 of the Annual Report.

Offer for Subscription to 'C' Shares

The C Shares issued in April 2005 were converted to Ordinary Shares on 12
December 2005. The conversion ratio was 1.1368 Ordinary Shares for every C Share
held. Since issue and up until 31 January C share investors have seen a total
return of 5.8% from the initial NAV of 95 pence.

Outlook

After a year of considerable change, your Board view the future with cautious
optimism. Following the merger of the three VCTs it will take a while for the
Fund Manager to rationalise the portfolio. The manager will be encouraged to
seek investment opportunities in qualifying companies that can demonstrate good
growth prospects and are managed by experienced management teams. Whilst last
year's performance was disappointing we believe our strategy is sound and we
look forward to improved returns as the newly merged Trust moves forward.


Christopher Moorsom (Chairman)
James Hambro
Mike Killingley
David Page
Dominic Wheatley



Investment Portfolio Summary

AIM Quoted         Sector               Nature of business              Cost at   Valuation  Percentage  Percentage
Companies                                                           acquisition          at          of  of Company
                                                                                 31 January   portfolio  managed by
                                                                                       2006              Investment
                                                                                                            Manager
                                                                              £           £           %           %
1st Dental         Healthcare           Dental laboratories group       450,000     351,000        1.28        4.18
Laboratories
Aero Inventory     Aerospace & defence  Distribution of aircraft        481,041   1,002,924        3.64        4.59
                                        components
Asfare Group       Engineering &        Manufacturer of ladders         370,835     298,730        1.09       18.25
                   machinery            for rescue services
AT Communications  Software & computer  Business to business             36,457      34,593        0.13        0.77
                   services             systems integrator
Autoclenz          General retailers    Car valeting and vehicle         52,900      50,900        0.18        2.83
                                        preparation services
Aquilo             Speciality & other   Accident management             589,375     314,773        1.14       14.63
                   finance              services
BBI Holdings       Pharmaceuticals &    Developer and manufacturer      239,708     488,341        1.77        3.99
                   biotechnology        of rapid result diagnostic
                                        tests
Belgravium         Technology hardware  Designer and maker of            22,059      21,769        0.08        1.26
Technology         & equipment          real-time data capture
                                        systems
Blooms of          General retailers    Garden centres                  571,007     618,892        2.25        6.88
Bressingham
Holdings
Bright Things      Household goods &    Developer of intellectual       352,500      99,875        0.36        2.34
                   textiles             property for a new
                                        educational games platform
Camaxys Group      Software & computer  Developer of computerised       254,825     103,507        0.38       17.38
                   services             management systems for
                                        health and safety
                                        applications
Capcon Holdings    Speciality & other   Audit, stocktaking and          700,000      96,676        0.35       11.49
                   finance              commercial investigation
                                        services
Cellcast Group     Media &              Develops, aggregates and         31,000      32,125        0.12        0.18
                   entertainment        distributes a range of
                                        mobile and participation
                                        tv applications
Centurion          Automobiles & parts  Conception, design,             187,950     112,770        0.41        2.64
Electronics                             marketing and distribution
                                        of in-car audio-visual
                                        products
Chromogenex        Healthcare           Design, manufacture and          42,045      45,450        0.17        1.69
                                        distribute aesthetic and
                                        therapeutic laser and
                                        aesthetic light based
                                        technology devices
CMS Webview        Media &              Real-time market data           401,674     105,399        0.38        5.02
                   entertainment        collection, processing and
                                        distribution
Corpora            Software & computer  Research, development and       652,206     359,167        1.31        6.84
                   services             sale of knowledge
                                        discovery technologies
Datong Electronics Electronic &         Products sold to                 46,174      32,922        0.12        1.69
                   electrical equipment government, military and
                                        federal law enforcement
                                        agencies to assist their
                                        operatives in covertly
                                        tracking hostile vehicles,
                                        packages, containers and
                                        mobile phones
First Artist       Media &              Sports management company       500,000     199,472        0.72        6.11
Corporation        entertainment
Fishworks          Travel & leisure     Operation of fish                63,750      58,125        0.21        0.92
                                        restaurants and
                                        fishmongers
Fulcrum Pharma     Pharmaceuticals &    Customised global drug          279,532      85,051        0.31        2.34
                   biotechnology        development solutions
Glisten            Food producers &     Manufacturer of                 240,000     996,750        3.62        3.97
                   processors           confectionery products
Huveaux            Media &              Aims to build a broadly         664,082   1,003,030        3.65        3.52
                   entertainment        based media and related
                                        services group by means of
                                        acquisition
ID Data            Information          Provider of corporate           448,250     236,692        0.86        5.47
                   technology  hardware smart cards
ILX Group          Support services     Leading provider of             374,960     640,407        2.33        5.19
                                        project management, IT,
                                        and business finance
                                        training
Imprint Search &   Support services     Recruitment services            360,000   1,353,375        4.92        1.73
Selection
Knowledge          Media &              Live UK financial news and      127,362      74,252        0.27        5.75
Technology         entertainment        data products

Solutions
Kuju               Software & computer  Developer of interactive        549,999     267,045        0.97       11.29
                   services             games software
Lo-Q               Travel & leisure     Theme park guest services       760,000      89,292        0.32        5.79
                                        systems
Matrix             Software & computer  Delivering customer             310,000     429,694        1.56        1.09
Communications     services             focused IT solutions

Group
Medal              Media &              Creation and exploitation       602,509     543,828        1.98        8.80
Entertainment &    entertainment        of intellectual property
                                        rights through acquisition
Media
Mediwatch          Healthcare           Design, manufacturing and       677,870     649,919        2.36       10.24
                                        marketing of medical
                                        diagnostic services
Music Copyright    Media &              Exploitation of music           375,000     198,529        0.72        7.79
Solutions          entertainment        catalogues and royalty
                                        administration
Neutrahealth       Food & drug          Acquisition of                   58,941      47,153        0.17        6.51
                   retailers            nutraceutical product
                                        manufacturers and
                                        distributors
NWD Group          Media &              Marketing services              466,750      62,760        0.23        8.96
                   entertainment        business
Oasis Healthcare   Healthcare           Dental healthcare provider      631,180     232,748        0.85        6.19
Pixology           Software & computer  Developer of digital photo      399,000     157,463        0.57        1.43
                   services             printing software
                                        solutions
PM Group           Transport            Design, manufacture and         579,232   1,504,555        5.47        5.08
                                        service of on board
                                        vehicle weighing systems
Prezzo             Travel & leisure     Restaurant operator             290,795   1,638,175        5.95        2.37
Quadnetics Group   Electronic &         Design, integration and         225,632     206,261        0.75        1.58
                   electrical equipment control of advanced CCTV
                                        and networked video
                                        systems
Real Good Food     Food producers &     Prepared foods                  596,112     407,688        1.48        1.06
Company            processors           manufacturer
Ringprop           Engineering &        Production and marketing        366,999     167,267        0.61        3.79
                   machinery            of new marine propeller
Symphony Plastic   Chemicals            Manufacturer of fully           460,339     291,649        1.06        4.74
                                        degradable plastic carrier
Technologies                            bags
Synergy Healthcare Healthcare           Medical support services        455,000   1,356,750        4.93        1.33
Tanfield Group     Support services     Manufacturer of electric        987,403     623,394        2.27        2.95
                                        vehicles and specialist
                                        engineering
The Clapham House  Travel & leisure     Acquiring and developing        453,872     796,903        2.90        3.00
Group                                   restaurants
Tikit Group        Software & computer  IT consultancy services         400,000     576,522        2.09        2.74
                   services             and IT solutions
Tissue Science     Healthcare           Medical device company for      656,267     757,850        2.75        1.76
Laboratories                            surgical implants
Torex Retail       Software & support   Independent provider of         234,321     746,644        2.71        0.39
                   services             point of sale productivity
                                        tools to high street,
                                        convenience and petroleum
                                        retailers
Tristel            Healthcare           Healthcare business              35,608      31,157        0.11        0.48
                                        specialising in infection
                                        control in hospitals
UBC Media Group    Media &              Content supplier to radio,      409,908     362,835        1.32        1.42
                   entertainment        internet and digital tv
Vianet Group       Information          Remote monitoring of            577,778     367,391        1.33       10.29
                   technology hardware  vending machines
Xpertise Group     Support services     Provision of IT training        485,178     261,580        0.95       18.43
                                        courses
                                                                     20,585,385  21,592,019       78.46



All investments are in ordinary shares unless otherwise stated


                   Sector               Nature of business              Cost at  Valuation  Percentage  Percentage
                                                                    acquisition         at          of  of Company
Private Companies                                                               31 January   portfolio  managed by
                                                                                      2006              Investment
                                                                                                           Manager
                                                                              £          £           %           %
Flexbenefits       Software & computer  Employee benefits and           517,500    172,845        0.63        8.27
                   services             financial services
Lilestone PLC      General retailers    Lingerie design and retail      405,000     40,500        0.15        1.80
Lilestone          General retailers    Lingerie design and retail       65,218     65,218        0.24        0.07
Holdings
U4EA               Information          Data transfer management        374,989     36,201        0.13        1.49
                   technology hardware
U4EA (preference   Information          Data transfer management        695,658    698,658        2.54        9.65
shares firm        technology hardware
placing)
                                                                      2,058,365  1,013,422        3.69



All investments are in ordinary shares unless otherwise stated


Other qualifying   Sector               Nature of business              Cost at  Valuation  Percentage  Percentage
investments                                                         acquisition         at          of  of Company
                                                                                31 January   portfolio  managed by
                                                                                      2006              Investment
                                                                                                           Manager
                                                                              £          £           %           %
Award              Media &              Provider of promotional         209,990     36,748        0.13       15.40
International      entertainment        goods and services to
Holdings                                enhance brand awareness
(delisted)
Lilestone Loan     General retailers    Lingerie design and retail       84,782     84,782        0.31       10.87
Stock
Xpertise Group     Support services     Provision of IT training        200,000    200,000        0.73      100.00
Loan Stock                              courses
                                                                        494,772    321,530        1.17



All investments are in ordinary shares unless otherwise stated


                   Sector               Nature of business              Cost at  Valuation  Percentage  Percentage
                                                                    acquisition         at          of  of Company
Full listing                                                                    31 January   portfolio  managed by
                                                                                      2006              Investment
                                                                                                           Manager
                                                                              £          £           %           %
Singer &           Equity investment                                          1          1           -        7.51
Friedlander AIM    instruments
Singer &           Equity investment                                          1          1           -        4.06
Friedlander AIM 2  instruments
                                                                              2          2           -



All investments are in ordinary shares unless otherwise stated


Other fixed         Sector              Nature of business             Cost at  Valuation  Percentage  Percentage
interest securities                                                acquisition         at          of  of Company
and  non-qualifying                                                            31 January   portfolio  managed by
investments                                                                          2006              Investment
                                                                                                          Manager
                                                                             £          £           %           %
Debentures and loan
stocks
Treasury 4.5%Stock                                                     989,397  1,001,672        3.64        0.09
7/3/2007
Treasury 4 % Stock                                                   1,087,025  1,090,419        3.96        0.07
7/3/2009
                                                                     2,076,422  2,092,091        7.60
Other
non-qualifying
investments
Aquilo              Speciality & other  Accident management            487,500    260,363        0.95       14.63
                    finance             services
Blooms of           General retailers   Garden centres                 534,993    579,858        2.11        6.88
Bressingham
Holdings
Cardpoint           Speciality & other  Independent ATM deployer       489,774    963,280        3.50        1.16
                    finance
Formation Group     Media &             Football management and        519,751    212,658        0.77        2.90
                    entertainment       marketing services
ID Data             Information         Provider of corporate          225,000    118,808        0.43        5.47
                    technology hardware smart cards
Medal Entertainment Media &             Creation and exploitation       51,170     46,186        0.17        8.80
& Media             entertainment       of intellectual property
                                        rights through
                                        acquisition
                                                                     2,308,188  2,181,153        7.93




Investments held at Sector               Nature of business             Cost at  Valuation  Percentage  Percentage
nil valuation*                                                      acquisition         at          of  of Company
                                                                                31 January   portfolio  managed by
                                                                                      2006              Investment
                                                                                                           Manager
                                                                              £          £           %           %
Coinmaster Gaming   Travel & leisure     Production of electronic       350,000          -           -           -
                                         gaming machines
Exertris            Software & computer  Developer of exercise          503,445          -           -           -
                    services             bikes
Exertris Conv Debt  Software & computer  Developer of exercise          100,000          -           -           -
                    services             bikes
Firmgrowth          Software & computer  Student careers directory      250,000          -           -           -
                    services             & internet portal
Flying Scotsman     Travel & leisure     Owner of a steam               400,800          -           -           -
                                         locomotive
Global Money        Speciality & other   Money transfer service         300,000          -           -           -
Transfer            finance

(loan notes)
Laminate Flooring   General retailers    Specialise in supplying        450,000          -           -           -
                                         real wood and laminate
                                         flooring
Monotub Industries  Household goods &    Washing machine                260,000          -           -           -
                    textiles             manufacturer
Recycled Waste      Support services     Environmental control          374,994          -           -           -
Stanhope Telecom    Telecommunication    Telecom products               500,000          -           -           -
                    services
                                                                      3,489,239          -           -



*These companies are in liquidation and, with the exception of Exertris and
Global Money Transfer, they are shown within the Investment Portfolio Summary
since they count towards the VCT investment test which states that 70% of the
company's assets will be invested in VCT qualifying investments by January 2004.

**All investments listed on pages 6 to 7 are incorporated and quoted within the
UK.


Summary                                                                      Cost at  Valuation at Percentage of
                                                                         acquisition    31 January     portfolio
                                                                                              2006
                                                                                   £             £             %
Total qualifying portfolio*                                               23,138,522    22,926,971         83.32
Fixed interest/non-qualifying                                              4,384,612     4,273,246         15.53
portfolio
Investments held at nil                                                    3,489,239             -             -
valuation
Subtotal                                                                  31,012,373    27,200,217         98.85
Net current assets                                                                 -       315,570          1.15
Total                                                                     31,012,373    27,515,787        100.00



*The figure of 83.32% simply shows the share of total market values represented
by qualifying holdings. The figure calculated in accordance with the
requirements of the VCT legislation is 80.6% (2005: 82%).
Table of largest ten investments by value


Name of company                       Percentage    Percentage      Profit/       Retained  Net asset  Accounting
                                    of portfolio       held by       (loss)       profit/       value   reference
                                                       Company   before tax   (accumulated                   date
                                                                                     loss)
                                               %             %       £000's         £000's     £000's
Prezzo                                      5.95          1.22        4,145          2,686     27,591  02/01/2005
PM Group                                    5.47          4.17        1,062            267      7,351  30/06/2005
Synergy Healthcare                          4.93          0.82        8,449          3,198     67,094  03/04/2005
Imprint Search & Selection                  4.92          1.24        4,533          2,743     42,640  31/12/2005
Blooms of Bressingham Holdings              4.36          5.30          670          1,753     17,897  30/01/2005
Treasury 4.5% Stock 7/3/2009                3.96          0.01            -              -          -           -
Huveaux                                     3.65          1.59        2,136          1,703     44,041  31/12/2005
Aero Inventory                              3.64          1.04        7,156          3,337     41,189  30/06/2005
Treasury 4% Stock 7/3/2007                  3.64          0.01            -              -          -           -
Glisten                                     3.62          2.23        1,622          1,021     17,954  30/06/2005



The figures relating to profit/(loss) before tax; retained profit/(accumulated
loss) and net asset value are taken from the most recently available audited
accounts of the underlying companies.



The aggregate value of these top ten holdings is £12,146,400.


Sector analysis                                                               Cost at Valuation at Percentage of
                                                                          acquisition   31 January     portfolio
                                                                                              2006
                                                                                    £            £             %
Aerospace & defence                                                           481,041    1,002,924          3.64
Automobiles & parts                                                           187,950      112,770          0.41
Chemicals                                                                     460,339      291,649          1.06
Electronic & electrical equipment                                             271,806      239,183          0.87
Engineering & machinery                                                       737,834      465,997          1.70
Equity investment instruments                                                       2            2             -
Fixed interest investments                                                  2,076,422    2,092,091          7.60
Food & drug retailers                                                          58,941       47,153          0.17
Food producers & processors                                                   836,112    1,404,438          5.10
General retailers                                                           1,713,900    1,440,150          5.24
Healthcare                                                                  2,947,970    3,424,874         12.45
Household goods & textiles                                                    352,500       99,875          0.36
Information technology hardware                                             2,321,675    1,457,750          5.29
Media & entertainment                                                       4,359,196    2,877,822         10.46
Pharmaceuticals & biotechnology                                               519,240      573,392          2.08
Software & computer services                                                3,354,308    2,847,480         10.35
Speciality & other finance                                                  2,266,649    1,635,092          5.94
Support services                                                            2,407,541    3,078,756         11.20
Technology hardware & equipment                                                22,059       21,769          0.08
Transport                                                                     579,232    1,504,555          5.47
Travel & leisure                                                            1,568,417    2,582,495          9.38
Investments held at nil valuation                                           3,489,239            -             -
Subtotal                                                                   31,012,373   27,200,217         98.85
Net current assets                                                                  -      315,570          1.15
Total                                                                      31,012,373   27,515,787        100.00




Aero Inventory                     The company is a provider of e-based procurement and inventory management
                                   solutions to the aerospace industry. Results to June 2005 demonstrated strong
                                   growth and recovery from the SARS epidemic and the success of the business model. The
                                   company has recently raised significant further funds to exploit new customer
                                   prospects.


Aquilo                             Aquilo provides support services to the property and motor insurance sector
                                   and network management for a group of independent bodyshops. Services include
                                   claims management, inspection, repair and vehicle hire.


Asfare Group                       Asfare is a specialist supplier of products and services for the emergency
                                   services and homeland security markets. It is the UK's leading manufacturer of
                                   ladders for the rescue services. It is also involved in the manufacture of 
                                   gantries and ancillary equipment to both UK and overseas customers. The acquisition
                                   last year of Todd Research has added X-ray scanners to the product range.


AT Communications                  AT is one of the UK's leading business to business systems integrators. AT
                                   offers a comprehensive portfolio of voice, data, mobile and video solutions,
                                   specialising in IP technology, alongside design consultancy and bespoke support to
                                   corporate customers.


Autoclenz Holdings                 Autoclenz is the UK's leading outsourced car valeting and vehicle preparation
                                   services providers, and one of the leading specialist providers of rapid
                                   response deep cleaning and emergency decontamination services.


BBI Holdings                       BBI is a Cardiff-based rapid-test diagnostics company using gold conjugate
                                   technology. The company generates revenues from the manufacture of gold
                                   colloids and conjugates, from bespoke contract product development and from its own
                                   tests.


Belgravium Technologies            Belgravium is a computer design and manufacturing company specialising in
                                   mobile computing. It has a specific focus on rugged, hand-held devices for mobile,
                                   real time data capture.


Blooms of Bressingham              Blooms operates 8 retail garden centres. The recent redevelopment of one
                                   existing centre and the opening of one new site have transformed the prospects
                                   for the business and the management is seeking further similar opportunities.


Bright Things                      Bright Things has developed an educational games console called 'Bubble' and
                                   associated software aimed at the pre-school market. It has signed content
                                   agreements with the rights holders to characters including Noddy, Teletubbies
                                   and Postman Pat.


Camaxys Group                      Following the disposal of it's trading subsidiary Camaxys is an AIM quoted
                                   cash shell company looking to acquire a suitable new business.


Capcon Holdings                    Capcon provide audit, stocktaking and investigation services.  The company was
                                   admitted to AIM 4 years ago with an experienced management team keen to grow
                                   both organically and via acquisition.



Cardpoint                          Cardpoint is the UK's leading independent owner and operator of ATMs following
                                   the recent acquisition of Moneybox. The company makes a modest charge for cash
                                   withdrawals with the customer's permission. The group is a member of LINK and
                                   its machines are located in areas not typically served by the banks. The
                                   company also deploys mobile 'phone 'top-up' machines.


Cellcast Group                     Cellcast is a leading international provider of participation television
                                   applications and interactive mobile content in the fast growing multi-platform
                                   digital entertainment sector.



Centurion Electronics              Centurion is a UK market leader in the field of in-car audio-visual
                                   entertainment. It focuses on the design, marketing and distribution of product
                                   comprising DVD, video and the latest LCD monitors. The systems can be fully
                                   integrated and sold through car dealers or manufacturers or may also be
                                   portable 'plug and play' products.


Chromogenex                        Chromogenex designs, manufactures and distributes aesthetic and therapeutic
                                   laser and light based technology devices.


CMS Webview                        CMS has developed extensive expertise in the area of real-time financial
                                   market data collection, processing and distribution. Customers include the
                                   London Metal Exchange and the Chicago Board of Trade. CMS also has the
                                   European rights to distribute ProphetX, a PC based price reporting service.


Corpora                            Corpora's principal activity is the research, development and sale of the
                                   document navigation software, jump! The core of jump! is an in-document
                                   navigation tool enabling users to search within and between multiple documents
                                   to find information pertinent to them. The company has added additional
                                   functionality to its product suite with the acquisition of several
                                   complementary businesses.


Datong Electronics                 Datong is a designer and manufacturer of advanced high performance
                                   surveillance equipment. The systems are sold principally to government,
                                   military and law enforcement agencies.


First Artist                       First Artist is a leading European management and representation company
                                   looking after the commercial interests of footballers and other high profile
                                   personalities in the football and television market. Following a recent
                                   acquisition the company also now offers wealth management services.


First Dental Laboratories          First Dental is the leading quoted provider of services and products to the
                                   dental industry. Following last year's acquisition of Benchmark the company
                                   has 15 laboratories and is the largest group. Further acquisitions are
                                   expected.


Fishworks                          Fishworks operates a growing chain of seafood outlets, each of which provides
                                   a distinctive combination of restaurant, fishmonger and cookery school.



Flexbenefits (unquoted)            Flexbenefits has developed a system for the management, delivery and
                                   communication of employee benefits and financial services information. These
                                   services enable employers and financial institutions to reduce costs and
                                   improve communication and understanding. The shares are valued on the basis of
                                   a discount to guaranteed future revenues.


Formation Group                    Formation is a leading sports management and marketing agency with a
                                   particular emphasis on football.  The company has an international network of offices
                                   and football agents and represents nearly 300 players.


Fulcrum Pharma                     Fulcrum Pharma offers global virtual drug development and strategic
                                   outsourcing services to the pharmaceutical and biotechnology industries. The
                                   company has offices in the UK, USA and Japan offering global solutions across
                                   the full length of the drug development value chain.


Glisten                            The company was admitted to AIM in June 2002 with the objective of building a
                                   food group focusing on niche sectors. The acquisition of Glisten Confectionery
                                   based in Blackburn was made at this time. It is a manufacturer of chocolate and
                                   sugar based confectionery, snack bars, edible decorations and ingredients. It
                                   serves a wide range of customers including many high street retailers and the
                                   foodservice and export sectors. The company has made various successful
                                   acquisitions since admission and more are anticipated.


Huveaux                            Huveaux was admitted to AIM in December 2001 with the intention of making
                                   acquisitions in the media sector. The experienced management team acquired
                                   Vacher Dodd, the leading publisher of parliamentary directories in July 2002 and has
                                   since purchased Lonsdale and Fenman, both of whom are involved in educational
                                   publishing. It has also added to its political publishing business with the
                                   purchase of Parliamentary Communications Ltd.


ID Data                            ID Data is a supplier of secure transaction systems and services to the
                                   international telephone, banking and retail industries. Exporting to more than
                                   30 countries, ID Data is a leading UK based manufacturer of smart cards.


ILX Group (formerly Intellexis)    ILX is a financial training company involved in financial awareness training
                                   for non-financial managers. The company has a blue chip client base from the UK, USA
                                   and Europe and has an extensive library of e-learning courseware. Several
                                   add-on acquisitions have been made to enhance last year's purchase of Key
                                   Skills Ltd.


Imprint Search & Selection         Imprint Search & Selection is a multi-disciplinary recruitment business.
                                   Services provided include search, selection and value added personnel services
                                   to companies of varying sizes in many different industries.


Knowledge Technology Solutions     KTS is a software company using proprietary technology to develop and provide
                                   real-time interactive market data in a reliable, cost effective manner
                                   primarily over the internet. In contrast to other providers, the system does
                                   not require any dedicated

                                   hardware, software or infrastructure but will work on a standard PC. The
                                   service is aimed mainly at the professional user but is also affordable for
                                   private investors wanting a more sophisticated service.


Kuju                               Kuju is a leading interactive entertainment developer, producing games on a
                                   range of platforms including PC, console (Playstation2, Xbox and GameCube), mobile
                                   phones and interactive TV.


Lilestone (unquoted)               Lilestone has established the Myla brand of lingerie.  The company is
                                   designing its own brand products as well as sourcing product from other
                                   designers throughout the world.  The products are being sold via mail order,
                                   the internet and through conventional retail channels such as Selfridges and
                                   the company's own stores both in the UK and overseas. The shares are valued on the
                                   basis of the last funding round in October 2005 at which time new professional
                                   management were introduced.


Lo-Q                               Lo-Q has developed a queue management system that places visitors to theme
                                   parks in 'virtual queues', reducing the time that customers spend physically
                                   waiting in line for key rides to a few minutes, enabling them to enjoy, and spend
                                   money on the other attractions in the park.



Matrix Communications              Matrix is a network integrator focussing on non-Cisco hardware. Its main
                                   hardware providers are Foundry Networks, F5 and Extreme Networks. Matrix
                                   offers distribution, integration, security management, voice over internet
                                   protocol (VOIP) and other related telecoms and managed services.
Medal Entertainment & Media        Medal was established by an experienced management team to build a group
                                   actively participating in the creation, exploitation and ownership of
                                   audio-visual copyrights. The company currently has 2 main subsidiaries,
                                   Leisureview, a specialist video/DVD publisher and Fountain Television, the largest
                                   fully-equipped independent TV studio in the UK.


Mediwatch                          Mediwatch is a medical diagnostic equipment company that is developing high
                                   speed urological screening equipment.  The company's products are designed to enable
                                   early detection of prostate and bladder cancers for the fast growing primary
                                   care market.  The company has chosen Bard as its marketing partner for the
                                   Portascan product.


Music Copyright Solutions          MCS is a music publisher principally focusing on the management of music
                                   library assets, music copyright licensing and royalty administration,
                                   collection and payment. The company has been building its portfolio via the
                                   acquisition of libraries of rights and sees numerous further opportunities in
                                   this area.


Neutrahealth                       Neutrahealth was established and quoted on AIM to acquire businesses in the
                                   growing vitamin and mineral supplements market. The company recently completed
                                   the acquisition of Biocare which is an established and profitable business. It
                                   is regarded as the first step in establishing the group's strategy.


NWD Group                          NWD was a shell company established for the purpose of building a marketing
                                   services business. The company has now made several acquisitions in this area.
                                   These companies are involved in corporate communications, brand consultancy
                                   and brand promotion. Further acquisitions are anticipated.


Oasis Healthcare                   Oasis has built up an estate of dental practices in the UK primarily by
                                   acquisition and now has over 120 sites and 500 clinicians serving some 800,000
                                   patients. The company is now experiencing the benefits of scale and has annualised
                                   turnover of about £80m.


Pixology                           Pixology is a provider of innovative imaging software in the rapidly expanding
                                   market of digital photography. The company has developed technology to enable
                                   consumers to easily print (at home, on-line or in-store), organise and share
                                   their digital pictures. The company has also developed a solution to 'red-eye'
                                   which is being sold to camera manufacturers.


PM Group                           The group is a leader in the design, manufacture and service of onboard
                                   weighing systems and associated software for the bulk haulage and waste
                                   management industries. The company has a significant market position in the
                                   bulk haulage market but due to the introduction of new legislation in the waste
                                   management area strong growth is now being seen.


Prezzo                             Prezzo owns and operates a chain of restaurants based in and around London and
                                   trading in 2 main formats, Jonathans and Prezzo. The food offering consists of
                                   pizza and pasta with Prezzo also selling rotisserie chicken. At the end of September
                                   2005 the company had 60 restaurants and is operating profitably.


Quadnetics Group                   Quadnetics is a leader in the design, integration and control of advanced CCTV
                                   and networked video systems. The company has a strong position in the casino
                                   market where it has a technological advantage and has recently won some key
                                   business. The company has recently acquired Protec.


Real Good Food Company             RGF manufactures and supplies chilled and ambient products in niche areas to
                                   food retailers. The business has been built by acquisition and organic growth. The
                                   purchases of Five Star Fish and Napier Brown Foods have significantly
                                   increased the scale of the business in the last year.


Ringprop                           Ringprop owns the rights to a marine propeller technology. As the name
                                   suggests the propeller is enclosed by a ring which delivers certain performance and
                                   safety advantages over conventional products. Due to the inherent strength the design
                                   provides the propeller can be made of lighter, composite materials giving cost
                                   advantages as well as being safer for marine and human life when in use.



Symphony Plastic Technologies      Symphony is a specialist technology company concerned with degradable plastic
                                   packaging products. Symphony's 'd2wTM' technology has been licensed to several
                                   overseas partners and production for UK customers is sub-contracted to
                                   manufacturing partners.


Synergy Healthcare                 Synergy is a specialist provider of out-sourced medical support services to
                                   the NHS.

                                   It is the largest private sector provider of sterile instrumentation services
                                   and linen products.  The company has several long term contracts with
                                   different NHS Trusts and hospitals around the UK. The company last year
                                   acquired the leading Dutch sterile instrumentation service operator; this has
                                   added further growth opportunity.



Tanfield Group                     Tanfield is involved in specialist manufacturing and providing technical and
                                   assembly solutions to a wide range of sectors. Activities include specialist
                                   electric vehicles, aerial access equipment and other purpose built vehicles
                                   and added value products.


The Clapham House                  Clapham House was admitted to AIM to exploit acquisition opportunities within
                                   the UK restaurant sector. The experienced management team initially acquired
                                   Greek restaurant and bar chain The Real Greek and has subsequently bought the
                                   Bombay Bicycle Indian restaurant business and the Gourmet Burger Kitchen. All
                                   formats appear to have significant rollout and growth potential.


Tikit Group                        The company is a provider of consultancy services and software solutions
                                   primarily to the legal profession.  The company concentrates on the top 200
                                   law firms in the UK and has a very good reputation for quality of service and
                                   'best of breed' solutions.  Applications cover time recording, document
                                   management, customer relationship management and knowledge management. The
                                   company has also entered the Spanish and French markets via acquisition.


Tissue Science Laboratories        Tissue Science is a medical devices company specialising in human tissue
                                   replacement and repair products derived from porcine dermis.  The company has
                                   proprietary core technology, which has many applications in a rapidly growing
                                   market.  It has marketing agreements with several partners to sell products in
                                   different territories.


Torex Retail                       Torex is a leading supplier of IT and software products to retailers
                                   worldwide. This holding resulted from the takeover of XN Checkout last year.


Tristel                            Tristel is a healthcare business specialising in infection control in
                                   hospitals. The company's chemistry is effective in destroying all types of
                                   bacteria (including MRSA), fungi and viruses.


U4EA (unquoted)                    U4EA is a specialist provider of solutions for data transfer management by
                                   large corporates.  This has particular implications in improving the
                                   performance of transfers of large amounts of data across networks.  The shares
                                   are currently unquoted and are valued on the basis of a funding round carried
                                   out in November 2005.


UBC Media                          UBC is a content and programme producer for the radio, internet and digital
                                   television industries. It is the largest independent supplier of programming
                                   to the BBC. It supplies entertainment and traffic news services to commercial
                                   radio and owns the Classic Gold radio channel as well as other digital radio
                                   licences.


Vianet Group                       Vianet is a provider of telemetry-based solutions for maintaining and
                                   supplying automatic vending machines. The company offers the machine operators
                                   and brand owners a data management service to improve machine usage and
                                   profitability. The product is now being rolled out by several customers
                                   including Mars and Glaxo.



Xpertise Group                     Xpertise is a leader in providing accredited technical IT training to business
                                   customers from centres in the North West, the North East, the Midlands and
                                   London. The company saw a good improvement in trading last year helped by
                                   competitors experiencing problems.







Financial Statements



Unaudited Income Statement
for the year ended 31 January 2006
                                                               Year ended                      Year ended
                                                            31 January 2006                  31 January 2005
                                                                                               (restated)*
                                            Notes     Revenue     Capital       Total   Revenue   Capital     Total

                                                            £           £           £         £         £         £
(Losses)/gains on investments at fair value                 - (3,318,759) (3,318,759)         - 3,043,761 3,043,761
Income                                                263,590           -     263,590   344,617         -   344,617
Administrative expenses
  Investment management fees                        (141,312)   (423,937)   (565,249) (150,834) (452,503) (603,337)
  Other expenses                                    (304,617)           -   (304,617) (309,220)         - (309,220)
Return on ordinary activities before                (182,339) (3,742,696) (3,925,035) (115,437) 2,591,258 2,475,821
taxation
Tax on ordinary activities                                  -           -           -         -         -         -
Return on ordinary activities after                (182,339-) (3,742,696) (3,925,035) (115,437) 2,591,258 2,475,821
taxation for the financial year

Basic and diluted return per ordinary share           (0.59)p    (12.06)p    (12.65)p   (0.36)p     8.00p     7.64p





The total column of this statement is the profit and loss account of the
Company.

All revenue and capital items in the above statement derive from continuing
operations.

No operations were acquired or discontinued in the year.

There are no gains or losses other than shown in the income statement.





Unaudited Balance Sheet

                                                                   Notes                      As at                As at
                                                                                         31 January           31 January
                                                                                               2006                 2005
                                                                                                             (restated)*
                                                                                                  £                    £
Fixed assets
Investments at fair value
      Qualifying investments                                                             22,926,971           27,376,768
      Fixed interest securities and other non-qualifying                                  4,273,246            4,541,782
investments
                                                                                         27,200,217           31,918,550
Current assets
Debtors                                                                                     264,325              118,340
Cash at bank                                                                                412,435              428,217
                                                                                            676,760              546,557

Creditors: amounts falling due within one year                                            (361,190)            (599,158)

Net current assets/(liabilities)                                                            315,570             (52,601)

Net assets                                                                               27,515,787           31,865,949

Capital and reserves
Called-up share capital                                                                   1,555,894            1,576,043
Share premium account                                                                     3,121,068            2,721,969
Special reserve                                                                          25,082,853           25,774,626
Capital redemption reserve                                                                  116,500               73,500
Capital reserve - realised                                                                1,568,267              425,432
Capital reserve - unrealised                                                            (3,812,156)            1,073,375
Revenue reserve                                                                           (116,639)              221,004
Equity shareholders' funds                                                               27,515,787           31,865,949

Net asset value per ordinary share                                                           88.42p              101.09p





Unaudited Cash Flow Statement
                                                                      Notes              Year ended          Year ended
                                                                                         31 January          31 January
                                                                                               2006                2005
                                                                                                  £                   £
Operating activities
Investment income received                                                                  265,600             451,338
Deposit interest received                                                                    18,064              17,620
Underwriting commission received                                                                  -                 450
Investment management fees paid                                                           (587,355)           (451,024)
Other expenses paid                                                                       (306,893)           (298,353)
Net cash outflow from operating activities                                                (610,584)           (279,969)

Taxation

Corporation tax paid                                                                              -                   -
Net cash outflow from taxation                                                                    -                   -

Capital expenditure and financial investment
Purchases of investments                                                                (2,959,275)         (5,716,930)
Disposals of investments                                                                  4,235,693           6,424,275
Net cash inflow from capital expenditure and financial investment                         1,276,418             707,345

Equity dividends paid                                                                     (155,304)            (81,777)

Net cash inflow before financing                                                            510,530             345,599

Financing
Proceeds of C share issue                                                                   397,000                   -
Cost of C share issue                                                                       (8,958)                   -
Cost of ordinary shares purchased for cancellation                                        (914,354)           (899,526)
Net cash outflow from financing                                                           (526,312)           (899,526)
Decrease in cash for the year                                                              (15,782)           (553,927)



Notes to the Financial Statements

     
1    Changes in accounting policies

This Annual Report has been prepared using new accounting standards which have
been issued to converge UK accounting standards ('revised UK GAAP') with
International Financial Reporting Standards ('IFRS'). This has affected the net
asset value as at 31 January 2005. The first change, Financial Reporting
Standard ('FRS') 21 is to recognise any final dividend payable as a liability
only after it has been approved at a general meeting, rather than when proposed.
Accordingly, the financial statements do not record proposed final dividends.
The second, FRS 26, is to value the portfolio of investments at bid prices
rather than at mid-market prices. There has been no impact resultant from the
adoption of FRS 22 'Earnings per share' and FRS 23 'The effects of changes in
foreign exchange rates'. Changes have occurred as a result of adopting FRS 25
with respect to the disclosure and presentation of financial instruments.


2    Accounting policies

A summary of the principal accounting policies is set out below.

a)   Basis of accounting

The financial statements have been prepared under the historical cost
convention, modified to include the revaluation of fixed asset investments. The
financial statements have been prepared in accordance with the Companies Act
1985, with applicable accounting standards in the United Kingdom and are in
compliance with the revised December 2005 Statement of Recommended Practice
'Financial Statements of Investment Trust Companies' ('SORP').

b)   Investments

All investments held by the Company are classified 'at fair value through profit
or loss'. Investments are initially recognised at cost, being the fair value of
consideration given. Interest accrued on fixed interest rate securities at the
date of purchase or sale is accounted for separately as accrued income, so that
the value or purchase price or sale proceeds is shown net of such items.

After initial recognition, investments are measured at fair value, with
unrealised gains and losses on investments and impairment of investments
recognised in the income statement and allocated to capital. Realised gains and
losses on investments sold are calculated as the difference between sales
proceeds and cost.

For investments actively traded in organised financial markets, fair value is
generally determined by reference to Stock Exchange quoted market bid prices at
the close of business on the balance sheet date, without adjustment for
transaction costs necessary to realise the asset.

Where trading in the securities of an investee Company is suspended, the
investment is valued at the Board's estimate of its net realisable value.

Unquoted investments are stated at the fair value with reference to the
International Private Equity and Venture Capital Valuation ('IPEVCV') guidelines
where appropriate.

Capital gains and losses on investments, whether realised or unrealised, are
dealt with in the capital reserve.

c)   Income

Dividends receivable on listed and quoted equity shares are brought into account
on the ex-dividend date. Dividends receivable on unquoted equity shares are
brought into account when the Company's right to receive payment is established
and there is no reasonable doubt that payment will be received. Fixed returns on
non-equity shares and debt securities are recognised on a time apportionment
basis so as to reflect the effective yield, provided there is no reasonable
doubt that payment will be received in due course. Underwriting commission and
interest receivable are included in the accounts on an accruals basis.

d)   Expenses

All expenses are accounted on an accruals basis.  Expenses are charged through
the revenue account in the income statement except as follows:

•    expenses which are incidental to the acquisition of an investment are
     included within the cost of the investment;

•    expenses which are incidental to the disposal of an investment are
     deducted from the disposal proceeds on an investment.

•    expenses are charged to capital reserve - realised where a connection with 
     the maintenance or enhancement of the value of the investments can be
     demonstrated.  In this respect the investment management fee has been 
     allocated 75% to capital reserve and 25% to revenue account, in line with 
     the Board's expected long-term split of returns, in the form of capital 
     gains and income respectively, from the investment portfolio of the 
     Company.

e)   Taxation

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

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

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

f)   Capital Reserve

Realised

The following are accounted for as realised returns:

•    Gains and losses on realisation of investments;

•    Realised exchange differences of a capital nature;

•    Expenses and finance costs, together with the related tax effect to this
     reserve in accordance with the policies; and

•    Realised gains and losses on transactions undertaken to hedge an exposure 
     of a capital nature.

Unrealised

The following are accounted for as unrealised returns:
     
•    Increases and decreases in the valuation of investments held at the year 
     end;

•    Unrealised exchange differences of a capital nature; and

•    Unrealised gains and losses on transactions undertaken to hedge an
     exposure of a capital nature.

3    Dividend
     The Directors do not recommend a final dividend for the year ended 31 
     January 2006 (2005: 0.50 pence).

4    Earnings per share
     Basic and diluted revenue return per ordinary share is based on the net 
     loss on ordinary activities after taxation of £182,339 (2005: loss 
     £115,437) and on 31,025,626 (2005: 32,383,305) ordinary shares, being the
     weighted average number of ordinary shares in issue during the year.

     Basic and diluted capital return per ordinary share is based on net capital 
     losses for the financial year of £3,742,696 (2005: gains £2,591,258) and 
     31,025,626 (2005: 32,383,305) ordinary shares, being the weighted average 
     number of ordinary shares in issue during the year.

5    Annual General Meeting
     The Annual General Meeting of the Company will be held at 21 New Street , 
     Bishopsgate, London EC2M 4HR on Thursday 6 July 2006 at 10.00 a.m.

6    Statutory Report and Accounts
     The financial information set out above does not constitute the Company's 
     statutory accounts for the year ended 31 January 2006.  Statutory accounts 
     for 2006 will be finalised on the basis of the financial information 
     presented by the Directors in this announcement and will be delivered to 
     the Registrar of Companies following the Company's Annual General Meeting.

     The information for the year ended 31 January 2006 does not comprise the 
     full financial statements with the meaning of Section 240 of the Companies 
     Act 1985.

     The Company will be circulating the full Report and Accounts to 
     shareholders shortly and copies will be available from the Registered 
     Office of the Company, 21 New Street, Bishopsgate, London EC2M 4HR.



                      This information is provided by RNS
            The company news service from the London Stock Exchange