Final Results

Octopus Protected VCT plc
Final Results

12 May 2009

Octopus Protected VCT plc (the "Company"), managed by Octopus
Investments Limited, today announces the final results for the year
ended 31 January 2009.

These results were approved by the Board of Directors on 12 May 2009.

You may view the Annual Report in full at www.octopusinvestments.com
by navigating to VCT Meetings & Reports under the 'Services' section

About Octopus Protected VCT plc

Octopus Protected VCT plc ("Protected," "Company" or "Fund") is a
venture capital trust ("VCT") and is managed by Octopus Investments
Limited ("Octopus").

The Fund was launched in July 2006 and raised over £27.1 million
(£25.9 million net of expenses) through an offer for subscription by
the time it closed on 5 April 2008.  The objective of the Fund is to
invest in a diversified portfolio of UK smaller companies in order to
generate income and capital growth over the long-term.

Financial Summary


                                Year to 31 January Year to 31 January
Ordinary shares                               2009               2008

Net assets (£'000s)                         25,139             26,114
Net revenue  return  after  tax
(£'000s)                                       582                498
Net total  (loss)/return  after
tax (£'000s)                                 (101)                337
Net asset value per share (NAV)              92.2p              95.5p
Proposed dividend per share                   1.5p               1.5p


The table below  shows the movement  in NAV per  share and lists  the
dividends that  have  been paid  and  proposed since  the  launch  of
Protected:


                       Dividends paid NAV + cumulative
Period Ended       NAV      in period        dividends
31 January 2007 93.70p              -           93.70p
31 July 2007    94.90p              -           94.90p
31 January 2008 95.50p              -           95.50p
31 July 2008    94.20p          1.50p           95.70p
31 January 2009 92.20p          1.50p           95.20p



Chairman's Statement

Introduction
I am pleased to present the third annual report of Octopus  Protected
VCT plc for the year ended 31 January 2009.

Performance
At 31 January 2009 the total return (being NAV plus dividends paid)
of the fund was 95.2p, which compares to 95.2p at 31 January 2008.
The performance of the Fund has been relatively stable because a
large proportion of its assets are held in cash and cash equivalent
securities, and because there have been minimal changes in the
valuations of the companies in its portfolio.  The investments held
are valued in accordance with the International Private Equity and
Venture Capital Valuation Guidelines and Financial Reporting
Standards and are therefore subject to regular valuation reviews.

Given your Company's performance, and in line with HM Revenue &
Customs ("HMRC") requirements, your Board has proposed a final
dividend of 1.5p per share (comprising 1.5p from revenue reserves) in
respect of the year ended 31 January 2009.  This dividend, if
approved by shareholders at the AGM, will be paid on 25 June 2009 to
those shareholders on the register on 29 May 2009. In addition to the
1.5p interim dividend paid in October, this will take dividends for
the year ended 31 January 2009 to 3.0p.

Investment Portfolio
During the year the Fund made two new investments, totalling
£1,606,000, into Hydrobolt Limited and Vulcan Services II Limited.
Hydrobolt manufactures special fasteners and bolts for the energy
industries (www.hydrobolt.co.uk).  Vulcan II is a company that has
been set up to find investments in the energy sector. Both of these
investments are discussed further in the Investment Manager's
Review.   No disposals took place during the year. The Fund's
portfolio included investments in six companies with a total
valuation of £4.7m at the end of the year.  As noted in the Outlook
section below a further six investments were made after the year end
bringing the total amount invested in VCT qualifying companies to
£10.7m as of the date of signing this report.

Pending investment in VCT qualifying companies, we have engaged
Goldman Sachs International to manage the cash portion of the Fund in
a range of money market securities.  These securities comprise money
market cash funds, bonds and floating rate notes.  The volatility of
these instruments has, at times over the last six months, been higher
than one may usually expect.  However, your Board has reviewed the
management of the funds by Goldman Sachs and has confirmed that the
priority of the investment mandate is capital preservation. The Board
will continue to monitor closely the performance of Goldman Sachs
during these uncertain times.

Investment Strategy
The Fund is being invested on the basis of taking less risk than a
typical VCT.  Typically the Fund will receive its return from
interest paid on secured loan notes as well as an exposure to the
value of the shares of a company.   The investment strategy is to
derive sufficient return from the secured loan notes to achieve the
Fund's investment aims and to use the equity exposure to boost
returns.  As portfolio companies are unquoted the Fund will receive a
return from an equity holding when a company is sold.

The Manager of  the Fund  aims to reduce  risk by  investing in  well
managed and profitable businesses with strong recurring  cash-flows.
Furthermore with the  majority of  the investment being  made in  the
form of a  secured loan, in  the event of  the business failing,  the
Fund will rank ahead of unsecured creditors and equity investors.

VCT Qualifying Status
PricewaterhouseCoopers LLP provides the Board and Investment Manager
with advice on the ongoing compliance with HMRC rules and regulations
concerning VCTs.   As at 31 January 2009, over 18.7% of the portfolio
(as measured by HMRC rules) was invested in VCT qualifying
investments.  The Manager does not foresee any issues with reaching
the required investment hurdle of 70% before the third anniversary of
the end of the financial year in which investors subscribed to the
Fund.

VAT on Management Fees
The Government has announced that VCTs will be exempt from paying VAT
on investment management fees with effect from 1 October 2008 and
with retrospective application.  This follows a European Court of
Justice Judgement against the Government in a case relating to VAT
payable by investment trusts.  It is now expected that a repayment
will be obtained for VAT paid on management fees for the life of the
fund.  However, the timing of the repayment is not yet known. A claim
has been submitted to HMRC by Octopus on behalf of the VCT.  For the
purposes of these accounts, and with guidance from our advisers at
Octopus, we have accrued an anticipated VAT rebate of £110,000.

Outlook
The general outlook remains uncertain. Significant steps have been
taken to stabilise the world financial system but it is difficult to
predict how long this will take to feed through to consumer and
business confidence. Whilst smaller companies can suffer from limited
options in these circumstances, tighter management structures mean
that they have the ability to respond quickly to changing economic
conditions. Portfolio companies have also benefited from the actions
of the Investment Manager who remains fully involved and committed to
supporting them though these tough times. These companies were
originally selected for their relatively high level of financial
security, stable trading history and predictable revenues. The
current economic conditions make these criteria harder to achieve in
the short-term and thus the challenge is to ensure that they remain
well positioned to exploit the longer-term opportunities.

Your Board remains confident that the Fund will be able to meet its
investment objectives and produce good returns for shareholders.  The
imperative is to find lower risk investments and take advantage of
current market conditions whenever possible. Since 31 January 2009,
the Fund has made two such investments in CSL Dualcom Limited and
Diagnos Limited.  Both of these companies are profitable.  The Fund
was able to take the investment position historically taken by banks
in that the Fund has first security over the assets of the
businesses.

This year Octopus has launched a further VCT called Octopus Protected
VCT 2 PLC.  This new VCT will invest alongside Protected and two
other VCTs under the management of Octopus that have the same
investment policy.  It is expected that co-investment will allow
Protected to invest in larger, safer companies and to invest on more
favorable terms.  Your Board monitors the development of Octopus
closely.  The growing resources of Octopus as well as its day-to-day
management of the Fund continue to give us confidence that Octopus
will perform well as Manager of the Fund


Tony Morgan
Chairman
12 May 2009


Investment Manager's Review

Personal Service
At Octopus, we have a dual focus on managing your investments and
keeping you informed throughout the investment process.  We are
committed to providing our investors with regular and open
communication. Our updates are designed to keep you involved about
the progress of your investment. During this time of economic
upheaval, we consider it particularly important to be regularly in
contact with our investors. We are working hard to manage your money
in the current climate.

Review of Investments
Given the tumultuous economic events we are broadly pleased with our
current portfolio. We are actively monitoring those businesses that
are under-performing. We are pleased with how management are
responding and the actions they are taking to both reduce costs and
improve trading.

As mentioned in the Chairman's Statement, two new investments
totalling £1,606,000 were made during the period into Hydrobolt
Limited and Vulcan Services II Limited.  Hydrobolt is one of the UK's
leading manufacturers and distributors of nuts and bolts for the oil,
gas and power generation markets and Vulcan Services II Limited has
been set up to seek lower risk investments in the energy sector.

Investment Portfolio
British Country Inns 3 plc
British Country Inns 3 plc owns and operates traditional, food-led
freehold and long leasehold pubs in the West Midlands.

In the last few months it has been apparent that, in the current
environment, the company is facing some challenges. As a result of
the business being behind its budget we have made a small impairment
to in the company's valuation. Your investment manager is in
discussions with the company's Board and an update will be provided
in the half-yearly report later in the year.


Investment date:       April 2007
Cost:                  £100,000 (ordinary shares)
Valuation:             £84,000
Valuation basis:       Fair Value (being earnings multiple)
Equity held:           1.3% (1.3% held by all funds managed by
                       Octopus)
Last audited accounts: N/A


Funeral Services Partnership Limited
Funeral Services Partnership is an independent funeral services group
made up of funeral parlours and their associated services. It
currently owns 14 funeral parlours and a stonemason and is continuing
to grow via acquisition. Due to the nature of the company's business
it is not affected by the current economic environment.


Investment date:            October 2007
Cost:                       £1,000,000 (ordinary shares and loan
                            notes)
Valuation:                  £1,000,000
Valuation basis:            Fair Value (being cost)
Equity held:                2.5% 'B shares (6.8% 'B shares' held by
                            all funds managed by Octopus)
Last audited accounts:      March 2008
Loss before interest & tax: £0.4million
Net assets:                 £0.7million


Bruce Dunlop & Associates Limited ('BDA')
BDA provides promotion and design services to broadcasters and
advertisers worldwide and also creates brand films and internal
communications for leading UK corporations, including Hallmark,
Barclays, Discovery and Sony. Due to the poor market conditions for
broadcasters and advertisers trading towards the end of 2008  and
into 2009 have been below budget. Management are running the business
to counteract this position and we are monitoring the business
closely.


Investment date:         December 2007
Cost:                    £1,000,000 (ordinary shares and loan notes)
Valuation:               £1,000,000
Valuation basis:         Fair Value (being cost)
Equity held:             1.7% 'A shares' (33.3% 'A shares' held by
                         all funds managed by Octopus)
Last audited accounts:   June 2007
Profit before interest & £1.1 million
tax:
Net assets:              £2.8 million


Tristar Worldwide Limited
Tristar is one of the world's leading chauffeur companies, carrying
over 400,000 passengers for over 400 clients in 2008.  The market for
chauffeur services has been heavily affected in the current market.
Tristar has achieved a robust performance in the circumstances.  The
company's focus on a joined up international service is proving to be
an important selling feature for clients, with further opportunities
opening up in the Far East.  We continue to work closely with the
management team to contain overheads and manage cash flow in the
short to medium term.


Investment date:         January 2008
Cost:                    £1,000,000 (ordinary shares and loan notes)
Valuation:               £1,000,000
Valuation basis:         Fair Value (being cost)
Equity held:             2.5% 'A shares' (35.0% 'A shares' held by
                         all funds managed by Octopus)
Last audited accounts:   31 May 2008
Revenues:                £40.4 million
Profit before interest & £ 1.8 million
tax:
Net assets:              £ 5.0 million


Hydrobolt Limited
Hydrobolt manufactures and distributes specialty fasteners for use in
hostile environments such as oil & gas exploration and production as
well as power. To date the business has been unaffected by the
current economic environment. We are pleased with its trading.


Investment date:       April 2008
Cost:                  £606,300 (ordinary shares and loan notes)
Valuation:             £606,300
Valuation basis:       Fair Value (being cost)
Equity held:           2.73% 'A shares' (48.1% 'A shares' held by all
                       funds managed by Octopus)
Last audited accounts: N/A


Vulcan Services II Limited
Vulcan II has been established to seek the acquisition of businesses
engaged in any of the activities of design, manufacture, development,
marketing or sale of equipment and components for use in the oil and
gas sector.


Investment date:       November 2008
Cost:                  £1,000,000
Valuation:             £1,000,000
Valuation basis:       Fair Value (being cost)
Equity held:           24.5% 'A shares' (49.0% 'A shares' held by all
                       funds managed by Octopus)
Last audited accounts: N/A


Recent Transactions
Since the end of the period under review, six further investments
have been made. The Fund invested £1,000,000 into CSL Dualcom Limited
and £1,000,000 in to Diagnos Limited. Furthermore, a total of £4.0
million was invested into four companies that have been established
to seek suitable qualifying investments across a range of sectors.

CSL DualCom Limited
CSL DualCom (www.csldual.com) is the UK's leading supplier of dual
path signalling devices, which link burglar alarms to the police or a
private security firm. The devices communicate using a telephone line
or broadband connection and a wireless link from Vodafone, which has
been a partner since 2000.

Diagnos Limited
Diagnos (www.autologic-diagnos.co.uk) develops and sells
sophisticated automotive diagnostic software and hardware that
enables independent mechanics, dealerships and garages to service and
repair vehicles. Mechanics require a diagnostic tool to communicate
with the in-car computer in order to measure, monitor and, where
necessary, fix the electronic process or system.

If you have any questions on any aspect of your investment, please
call one of the team on 0800 316 2347.

Outlook
We will continue to consider investments in sound companies and to
support existing holdings that merit capital for sensible expansion
plans, including well priced acquisitions.  Taking a longer term
view, which a VCT affords, we expect economic conditions to improve,
enabling the portfolio to develop and generate successful exits that
will bring rewards for shareholders.

If you have any questions on any aspect of your investment, please
call one of the team on 0800 316 2347.


Simon Rogerson
Chief Executive
Octopus Investments
12 May 2009

Directors' Responsibility Statement
The Directors are responsible for preparing the annual report and the
financial statements in accordance with applicable law and
regulations.

Company law requires the Directors to prepare financial statements
for each financial period.  Under that law the Directors have elected
to prepare financial statements in accordance with United Kingdom
Accounting Standards (United Kingdom Generally Accepted Accounting
Practice).

The financial statements are required by law to give a true and fair
view of the state of affairs of the Company and of the profit or loss
of the Company for that period.  In preparing these financial
statements, the Directors are required to:

* select suitable accounting policies and then apply them
  consistently;
* make 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 financial statements on a going concern basis unless it is
  inappropriate to presume that the Company will continue in
  business.

The Directors are responsible for keeping proper accounting records
that disclose with reasonable accuracy at any time the financial
position of the Company and enable them to ensure that the financial
statements comply with the Companies Act 1985.  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.

Under applicable law and regulations, the Directors are responsible
for preparing a Directors' Report (including Business Review),
Directors' Remuneration Report and Corporate Governance Statement
which comply with that law and those regulations.

In so far as the Directors are aware:

* there is no relevant audit information of which the Company's
  auditor is unaware; and
* the Directors have taken all steps that they ought to have taken to
  make themselves aware of any relevant audit information and to
  establish that the auditor is aware of that information.

The Company's financial statements are published on the Octopus
Investments website.  The investment manager is responsible for the
maintenance and integrity of the corporate and financial information
set out on their website; this is not the responsibility of the
Company.  The work carried out by Grant Thornton UK LLP as
independent auditor of the Company does not involve consideration of
the maintenance and integrity of the website and accordingly they
accept no responsibility for any changes that have occurred to the
financial statements since they were initially presented on the
website.

Legislation in the United Kingdom governing the preparation and
dissemination of the financial statements may differ from legislation
in other jurisdictions.

To the best of my knowledge:

  * the financial statements, prepared in accordance with the
    applicable set of accounting standards, give a true and fair view
    of the assets, liabilities, financial position and profit or loss
    of the Company; and

  * the management report includes a fair review of the development
    and performance of the business and the position of the Company,
    together with a description of the principal risks and
    uncertainties that it faces.


On Behalf of the Board


Tony Morgan
Chairman
12 May 2009


Income Statement
                                           Year ended 31 January 2009
                                             Revenue  Capital   Total
                                     Notes     £'000    £'000   £'000

Gain on disposal of current asset
investments                           12           -       58      58

Loss on valuation of fixed asset
investments                           10           -     (16)    (16)
Loss on valuation of current asset
investments                           12           -    (595)   (595)

Investment income                      2       1,453        -   1,453

Investment management fees             3       (147)    (444)   (591)
VAT management fee rebate              3          27       83     110

Other expenses                         4       (338)        -   (338)

Return/(loss) on ordinary activities
before tax                                       995    (914)      81

Taxation on return/(loss) on
ordinary activities                    6       (413)      231   (182)

Return/(loss) on ordinary activities
after tax                                        582    (683)   (101)
Earnings/(loss) per share - basic
and diluted                            8        2.1p   (2.5)p  (0.4)p



  * The 'Total' column of this statement is the profit and loss
    account of the Company; the supplementary revenue return and
    capital return columns have been prepared under guidance
    published by the Association of Investment Companies
  * all revenue and capital items in the above statement derive from
    continuing operations
  * the accompanying notes are an integral part of the financial
    statements
  * the Company has only one class of business and derives its income
    from investments made in shares and securities and from bank and
    money market funds


The Company has no recognised gains or losses other than the results
for the year as set out above.


Income Statement
                                           Year ended 31 January 2008
                                             Revenue   Capital  Total
                                     Notes     £'000     £'000  £'000

Gain on disposal of current asset
investments                           12           -        99     99

Gain on valuation of current asset
investments                           12           -       124      -

Investment income                      2         988         -    988

Investment management fees             3       (128)     (384)  (512)

Other expenses                         4       (362)         -  (362)

Return/(loss) on ordinary activities
before tax                                       498     (161)    337

Taxation on return/(loss) on
ordinary activities                    6           -         -      -

Return/(loss) on ordinary activities
after tax                                        498     (161)    337
Earnings/(loss) per share - basic
and diluted                            8        2.1p    (0.7)p   1.4p



  * The 'Total' column of this statement is the profit and loss
    account of the Company; the supplementary revenue return and
    capital return columns have been prepared under guidance
    published by the Association of Investment Companies
  * all revenue and capital items in the above statement derive from
    continuing operations
  * the accompanying notes are an integral part of the financial
    statements
  * the Company has only one class of business and derives its income
    from investments made in shares and securities and from bank and
    money market funds


The Company has no recognised gains or losses other than the results
for the year as set out above.


Note of Historical Cost Profits and Losses
                                           Year ended      Year ended
                                      31 January 2009 31 January 2008

Return on ordinary activities before
taxation                                           81             337
Loss on valuation of fixed asset
investments                                        16               -
Loss/(gain) on valuation of current
asset investments                                 595           (124)
Historical cost profit on ordinary
activities after taxation                         692             213





Reconciliation of Movements in Shareholders' Funds
                                           Year ended      Year ended
                                      31 January 2009 31 January 2008

Shareholders' funds at start of year           26,114           6,417
(Loss)/return on ordinary activities
after tax                                       (101)             337
Net proceeds of share issue                         -          19,407
Purchase of own shares                           (54)            (47)
Dividends paid                                  (820)               -
Shareholders' funds at end of year             25,139          26,114





Balance Sheet
                                      As at 31 January       As at 31
                                                   2009 January  2008
                                Notes    £'000    £'000  £'000  £'000

Fixed asset investments          10               4,690         3,100
Current assets:
Debtors                          11        212             252
Investments                      12     16,847          22,904
Cash at bank                             3,685              16
                                        20,744          23,172
Creditors: amounts falling due
within one year                  13      (295)           (158)
Net current assets                               20,449        23,014
Net assets                                       25,139        26,114

Called up equity share capital   14               2,727         2,734
Capital redemption reserve       15                  11             5
Special distributable reserve    15              23,039        23,092
Capital reserve - realised       15               (868)         (201)
                         -
unrealised                       15                (16)             -
Revenue reserve                  15                 246           484
Total shareholders' funds                        25,139        26,114
Net asset value per share         9               92.2p         95.5p




The statements  were approved  by the  Directors and  authorised  for
issue on 12 May 2009 and are signed on their behalf by:
Tony Morgan
Chairman


The accompanying notes are an integral part of the financial
statements.


Cash Flow Statement
                                            Year to 31     Year to 31
                                          January  2009 January  2008
                                    Notes         £'000         £'000

Net Cash inflow/(outflow) from
operating activities                                647         (602)

Taxation                                           (18)             -

Financial investment:
Purchase of fixed asset investments  10         (1,606)       (3,100)

Management of resources:
Purchase of current asset
investments                          12        (13,249)      (67,426)
Sales of current asset investments   12          18,769        51,082
                                                  5,520        16,344

Dividends paid                                    (820)             -

Financing
Issue of own shares                  14               -        20,374
Share issue expenses                                  -         (967)
Purchase of own shares               14            (54)          (48)
                                                   (54)        19,359
Increase/(decrease) in cash                       3,669         (687)





Reconciliation of Return before Taxation to Cash Flow from Operating
Activities
                                           Year to 31      Year to 31
                                        January  2009   January  2008
                                                £'000           £'000
Return on ordinary activities before
tax                                                81             337
Decrease/(increase) in debtors                     40           (249)
Increase in creditors                            (27)           (467)
Gains on disposal of current assets              (58)            (99)
Loss on valuation of fixed asset
investments                                        16               -
Loss/(gains) on valuation of current
asset investments                                 595           (124)
Inflow/(outflow) from operating
activities                                        647           (602)



Reconciliation of Net Cash Flow to Movement in Net Funds
                                             Year to 31    Year to 31
                                          January  2009 January  2008
                                    Notes         £'000         £'000
Increase/(decrease) in cash
resources                                         3,669         (687)
Movement in cash equivalent          12
securities                                      (6,057)        16,567
Opening net cash funds                           22,920         7,040
Net funds at 31 January 2009                     20,532        22,920



Net Funds at 31 January comprised:

                              As at 31 January      As at 31 January
                                           2009                  2008
                                          £'000                 £'000
Cash at bank                              3,685                    16
Bonds                                     2,876                10,039
Floating rate notes                       2,301                 4,101
Money market funds                       11,670                 8,764
Net Funds at 31 January
2009                                     20,532                22,920





Notes to the Financial Statements

1.  Principal accounting policies
The financial statements have been prepared under the historical cost
convention,  except  for   the  revaluation   of  certain   financial
instruments, and in accordance with UK Generally Accepted  Accounting
Practice (UK  GAAP)  and in  the  Statement of  Recommended  Practice
(SORP) "Financial Statements of Investment Trust Companies", (revised
December 2005).

The principal accounting policies have remained unchanged from those
set out in the Company's 2008 annual report and financial
statements.  A summary of the principal accounting policies is set
out below.

Investments
Purchases and sales of investments are recognised in the financial
statements at the date of the transaction (trade date).

These investments will be managed and their performance evaluated on
a fair value basis in accordance with a documented investment
strategy and information about them has to be provided internally on
that basis to the Board.  Accordingly as permitted by FRS 26, the
investments will be designated as fair value through profit or loss
("FVTPL") on the basis that they qualify as a group of assets
managed, and whose performance is evaluated, on a fair value basis in
accordance with a documented investment strategy.  The Company's
investments are measured at subsequent reporting dates at fair
value.

In the case  of unquoted  investments, fair value  is established  by
using measures of value such as price of recent transaction, earnings
multiple and  net  assets;  where  no  reliable  fair  value  can  be
estimated using such techniques, unquoted investments are carried  at
cost subject to  provision for  impairment where  necessary. This  is
consistent with  International  Private Equity  and  Venture  Capital
valuation guidelines.

Gains and losses arising from changes in fair value of investments
are recognised as part of the capital return within the income
statement and allocated to the capital reserve - unrealised.

In preparation of the valuations of assets the directors are required
to make judgements and estimates that are reasonable and incorporate
their knowledge of the performance of the investee companies.

Current asset investments
Current asset investments comprise Bonds and Money Market Funds and
are designated as FVTPL.  Gains and losses arising from changes in
fair value of investments are recognised as part of the capital
return within the income Statement and allocated to the capital
reserve - unrealised and capital reserve - realised as appropriate.

The current asset investments are all invested with the Company's
cash manager and are readily convertible into cash at the choice of
the Company.  The current asset investments are held for trading, are
actively managed and the performance is evaluated on a fair value
basis in accordance with a documented investment strategy.
Information about them has to be provided internally on that basis to
the Board.

Income
Investment income includes interest earned on bank balances and money
market securities and includes income tax withheld at source.
Dividend income is shown net of any related tax credit.

Dividends receivable 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 debt and money
market securities are recognised on a time apportionment basis so as
to reflect the effective interest rate, provided there is no
reasonable doubt that payment will be received in due course.

Expenses
All expenses are accounted for on an accruals basis.  Expenses are
charged wholly to revenue with the exception of the investment
management fee, which has been charged 25% to the revenue account and
75% to the realised capital reserve to reflect, in the Directors'
opinion, the expected long term split of returns in the form of
income and capital gains respectively from the investment portfolio.

Revenue and capital
The revenue column of the Income Statement includes all income and
revenue expenses of the Company.  The capital column includes
realised and unrealised gains and losses on investments.  Gains and
losses arising from changes in fair value are considered to be
realised only to the extent that they are readily convertible to cash
in full at the balance sheet date.

Taxation
Corporation tax payable is applied to profits chargeable to
corporation tax, if any, at the current rate. The tax effect of
different items of income/gain and expenditure/loss is allocated
between capital and revenue return on the "marginal" basis as
recommended in the SORP.

Deferred tax is recognised on an undiscounted basis in respect of all
timing differences that have originated but not reversed at the
balance sheet date where transactions or events have occurred at that
date that will result in an obligation to pay more, or a right to pay
less tax, with the exception that deferred tax assets are recognised
only to the extent that the Directors consider that it is more likely
than not that there will be suitable taxable profits from which the
future reversal of the underlying timing can be deducted.

Cash and liquid resources
Cash, for the purposes of the cash flow statement, comprises cash in
hand and deposits repayable on demand, less overdrafts payable on
demand.  Liquid resources are current asset investments which are
disposable without curtailing or disrupting the business and are
either readily convertible into known amounts of cash at or close to
their carrying values or traded in an active market.  Liquid
resources comprise term deposits of less than one year (other than
cash), government securities, investment grade bonds and investments
in money market managed funds.

Financial instruments
The Company's principal financial assets are its investments and the
policies in relation to those assets are set out above.  Financial
liabilities and equity instruments are classified according to the
substance of the contractual arrangements entered into. An equity
instrument is any contract that evidences a residual interest in the
assets of the entity after deducting all of its financial
liabilities. Where the contractual terms of share capital do not have
any terms meeting the definition of a financial liability then this
is classed as an equity instrument. Dividends and distributions
relating to equity instruments are debited direct to equity.

Dividends
Dividends payable are recognised as distributions in the financial
statements when the Company's liability to make payment has been
established.  This liability is established when the dividends
proposed by the Board are approved by the shareholders.

2. Income

                                      31 January 2009 31 January 2008
                                                £'000           £'000
Interest  receivable   money   market
securities and bank balances                      629             530
Money market  securities  -  Dividend
income                                            620             458
Loan note interest receivable                     204               -
                                                1,453             988


3. Investment management fees

                             31 January 2009       31 January 2008
                          Revenue Capital Total Revenue Capital Total
                            £'000   £'000 £'000   £'000   £'000 £'000
Investment management fee     130     394   524     109     327   436
Irrecoverable VAT thereon      17      50    67      19      57    76
VAT rebate                   (27)    (83) (110)       -       -     -
                              120     361   481     128     384   512


For the purposes of the revenue and capital columns in the income
statement, the management fee (including VAT) has been allocated 25%
to revenue and 75% to capital, in line with the Board's expected long
term return in the form of income and capital gains respectively from
the Company's investment portfolio.

Octopus provides investment management and accounting and
administration services to the Company under a management agreement
which runs for a period of five years with effect from 6 October 2005
and may be terminated at any time thereafter by not less than twelve
months' notice given by either party.  No compensation is payable in
the event of terminating the agreement by either party, if the
required notice period is given.  The fee payable, should
insufficient notice be given, will be equal to the fee that would
have been paid should continuous service be provided, or the required
notice period was given.  The basis upon which the management fee is
calculated is disclosed within note 19 to the financial statements.

The Chancellor of the Exchequer announced in his budget statement on
12 March 2008 that the Finance Act 2008 would contain draft
legislation exempting VCTs from VAT on management fees with effect
from 1 October 2008. This legislation was passed in July 2008 and as
such all VCTs are now exempt from paying VAT on management fees from
this date.  Therefore VAT has not been included on management fees
since 1 November 2008 and an application has been made to HMRC to
request a rebate.

4. Other expenses

                                      31 January 2009 31 January 2008
                                                £'000           £'000
Directors' remuneration                            54              45
Fees payable to the Company's auditor
for the audit of the financial
statements                                         12               9
Fees payable to the Company's auditor
for other services - tax
compliance                                          4               2
Accounting and administration
services                                           92              77
Legal and professional expenses                    44              46
Other expenses                                    132             183
                                                  338             362

The total expense ratio  for the Company for  the year to 31  January
2009 was 2.8 per cent (2007: 3.0 per cent).  Total running costs  are
capped at 3.5 per cent.


5. Directors' remuneration

                          31 January 2009 31 January 2008
                                    £'000           £'000
Directors' emoluments
Mr Tony Morgan (Chairman)              22              17
Mr Neil Wilson                         16              14
Mr Matt Cooper                         16              14
                                       54              45

None of the Directors received any other remuneration or benefit from
the Company during the year.  The Company has no employees other than
non-executive Directors.  The average number of non-executive
Directors in the year was three (2008: three).


6. Tax on ordinary activities
The corporation tax charge for the year was £182,000 (2008: £nil).

The current tax charge for the year differs from the standard rate of
corporation tax in the UK of 28% (2008: 19%).  The differences are
explained below.


Current tax reconciliation:           31 January 2009 31 January 2008
                                                £'000           £'000
Return on ordinary activities  before                             337
tax                                                81
Current tax at 28% (2008: 19%)                     23              64
Unutilised tax losses                               -            (10)
Income not liable to tax                            -            (54)
Expenses  not   deductible  for   tax                               -
purposes                                          153
Marginal relief                                  (12)               -
Adjustment in respect of prior year                18               -
Total current tax charge                          182               -


Approved venture capital trusts are exempt from tax on capital gains
within the Company.  Since the Directors intend that the Company will
continue to conduct its affairs so as to maintain its approval as a
venture capital trust, no current deferred tax has been provided in
respect of any capital gains or losses arising on the revaluation or
disposal of investments.


7. Dividends

                                      31 January 2009 31 January 2008
                                                £'000           £'000
Recognised as  distributions  in  the
financial statements for the year
Previous year's final dividend                    410               -
Current year's interim dividend                   410               -
                                                  820               -



                                      31 January 2009 31 January 2008
                                                £'000           £'000
Proposed in respect of the year
Interim dividend  -  1.5p  per  share
(2008: 0p per share)                              410               -
Final dividend 1.5p per share  (2008:
1.5p per share)                                   409             410
                                                  819             410


The final dividend of 1.5p per share for the year ended 31 January
2009, subject to shareholder approval at the Annual General Meeting,
will be paid on 25 June 2009 to those shareholders on the register on
29 May 2009.


8. Earnings per share
The revenue return per share is based on the revenue profit after tax
of £582,000 (2008: £498,000) and on
27,324,977 (2008: 24,375,078) shares, being the weighted average
number of shares in issue during the year.

The total (loss)/earnings per share is based on total loss after tax
of £101,000 (2007: £337,000 return) and on
27,474,703 (2008: 24,375,078) shares, being the weighted average
number of shares in issue during the year.

There are no potentially dilutive capital instruments in issue and,
as such, the basic and diluted earnings per share are therefore
identical.


9. Net asset value per share
The calculation of net asset value per share as at 31 January 2009 is
based on net assets of £25,139,000
(2008: £26,114,000)  divided  by the  27,272,119  (2008:  27,336,344)
shares in issue at that date.


10. Fixed asset investments

                                     Unquoted investments
                                31 January 2009 31 January 2008
                                          £'000           £'000
Opening valuation at 1 February           3,100               -
Purchases at cost                         1,606           3,100
Revaluation in year                        (16)               -
Closing valuation at 31 January           4,690           3,100

Book cost at 31 January:
- Ordinary shares                         1,482           1,000
- Loan notes/other securities             3,224           2,100

Revaluation to 31 January:
- Ordinary shares                         (316)               -
- Loan notes/other securities               300               -

Valuation at 31 January                   4,690           3,100


Further details of the fixed asset investments held by the Company
are shown within the Investment Manager's Review on pages 6 to 10.
All investments are designated as fair value through profit or loss
from the time of acquisition, and all capital gains or losses on
investments so designated.  Given the nature of the Company's venture
capital investments, the changes in fair value of such investments
recognised in these financial statements are not considered to be
readily convertible to cash in full at the balance sheet date and
accordingly these gains are treated as unrealised.

At 31 January 2009 and 31 January 2008 there were no commitments in
respect of investments approved by the Manager but not yet completed.


11. Debtors

                               31 January 2009 31 January 2008
                                         £'000           £'000
Other debtors                                8             247
Prepayments and accrued income             204               5
                                           212             252



12. Current asset investments
Current asset investments at 31 January 2009 comprised bonds and
money market funds.


                                              Year to         Year to
                                      31 January 2008 31 January 2007
                                                £'000           £'000
Book cost at 01 February:
Bonds                                           9,951               -
Floating rate notes                             4,125               -
Money market funds                              8,704           6,336
Revaluation at 01 February 2009:
Bonds                                              89               -
Floating rate notes                              (24)               -
Money Market Funds                                 59               1
Valuation as at 31 January:                    22,904           6,337

                                              Year to         Year to
                                      31 January 2009 31 January 2008
                                                £'000           £'000

Opening valuation at 01 February               22,904           6,337

Purchases at cost:
Bonds                                               -          13,271
Floating rate notes                                 -           4,125
Money market funds                             13,249          50,030
                                               13,249          67,426
Disposal proceeds:
Bonds                                         (7,230)         (3,347)
Floating rate notes                           (1,800)               -
Money market funds                            (9,739)        (47,735)
                                             (18,769)        (51,082)
Gain/(loss) in year on realisation of
investments:
Bonds                                              50              26
Floating rate notes                                 1               -
Money market funds                                  7              73
                                                   58              99
Revaluation in year:
Bonds                                              16              89
Floating rate notes                                 -            (24)
Money market funds                              (611)              59
                                                (595)             124
Closing valuation as at 31 January             16,847          22,904

Book cost at 31 January:
Bonds                                           2,859           9,951
Floating rate notes                             2,302           4,125
Money market funds                             12,281           8,704
                                               17,442          22,780
Revaluation to 31 January:
Bonds                                              16              89
Floating rate notes                                 -            (24)
Money market funds                              (611)              59
                                                (595)             124
Closing valuation as at 31 January
2009                                           16,847          22,904


All investments are designated as  fair value through profit or  loss
at the  time of  acquisition  and all  capital  gains and  losses  on
investments so designated. Given the  nature of the investments,  the
change  in  fair  value  of  such  investments  recognised  in  these
financial statements are considered to be readily convertible to cash
in full at  the balance sheet  date and accordingly  these gains  and
losses are treated as realised


13.  Creditors: amounts falling due within one year

                31 January 2009 31 January 2008
                          £'000           £'000
Accruals                      -             155
Corporation tax             164               1
Other creditors               1               3
Applications                130               -
                            295             158



14. Share capital

                                      31 January 2009 31 January 2008
                                                £'000           £'000
Authorised:
50,000,000 Ordinary shares of 10p               5,000           5,000
Allotted and fully paid up:
27,272,119  Ordinary  shares  of  10p
(2008: 27,386,344)                              2,727           2,734


The capital of the Company is managed in accordance with its
investment policy with a view to the achievement of its investment
objective as set on page 15.  The Company is not subject to any
externally imposed capital requirements.

The Company did not issue any shares in the year (2008: 20,537,582,
ordinary shares of 10p each for cash. Share issue costs totaled
£967,000).

During the year the Company repurchased the following shares for
cancellation:

  * 10 October 2008: 14,225 Ordinary shares at a price of 83.5p per
    share
  * 12 December 2008: 50,000 Ordinary shares at a price of 83.0p per
    share


The total nominal value of the shares repurchased was £6,422.50
representing 0.235% of the issued share capital.


15. Reserves

                       Special    Capital  Capital    Capital
                 distributable redemption  reserve    reserve Revenue
                       reserve    reserve realised unrealised reserve
                         £'000      £'000    £'000      £'000   £'000
        As at 31
   January  2008        23,092          5    (201)          -     484
   Repurchase of
    own shares -
    cancellation          (53)          6        -          -       -
Profit/(loss) on
        ordinary
activities after
             tax             -          -    (667)       (16)     582
  Dividends paid             -          -        -          -   (820)
Balance as at 31
   January  2009        23,039         11    (868)       (16)     246


When the Company revalues its investments during the period, any
gains or losses arising are credited / charged to the income
statement.  Unrealised gains/losses on fixed assets are then
transferred to the capital reserve - unrealised.  When an investment
is sold any balance held on the capital reserve-unrealised is
transferred to the capital reserve - realised as a movement in
reserves.

The purpose of the special distributable reserve was to create a
reserve which will be capable of being used by the Company to pay
dividends and for the purpose of making repurchases of its own shares
in the market with a view to narrowing the discount at which the
Company's shares trade to net asset value.


16. Financial instruments and risk management
The Company's financial instruments comprise equity, investments,
FRNs, cash balances and liquid resources including debtors and
creditors. The Company holds financial assets in accordance with its
investment policy of investing mainly in a portfolio of VCT
qualifying unquoted securities whilst holding a proportion of its
assets in cash or near-cash investments in order to provide a reserve
of liquidity.

Fixed and current asset investments (see note 10 and 12) are valued
at fair value. The fair value of all other financial assets and
liabilities is represented by their carrying value in the balance
sheet.  The Directors believe that the fair value of the assets held
at the year end is equal to their book value.

In carrying on its investment activities, the Company is exposed to
various types of risk associated with the financial instruments and
markets in which it invests. The most significant types of financial
risk facing the Company are price risk, interest rate risk, credit
risk and liquidity risk. The Company's approach to managing these
risks is set out below together with a description of the nature and
amount of the financial instruments held at the balance sheet date.

Market risk
The Company's strategy for managing investment risk is determined
with regard to the Company's investment objective, as outlined on
page 15. The management of market risk is part of the investment
management process and is a central feature of venture capital
investment. The Company's portfolio is managed in accordance with the
policies and procedures described in the Corporate Governance
statement on pages 32 to 35, having regard to the possible effects of
adverse price movements, with the objective of maximising overall
returns to shareholders. Investments in smaller companies, by their
nature, usually involve a higher degree of risk than investments in
larger companies quoted on a recognised stock exchange, though the
risk can be mitigated to a certain extent by diversifying the
portfolio across business sectors and asset classes. The overall
disposition of the Company's assets is regularly monitored by the
Board.

Details of the Company's investment portfolio at the balance sheet
date are set out on pages 8 and 9.

18.5% (31 January 2008: 11.9%) by value of the Company's net assets
comprises investments in unquoted companies held at fair value.  The
valuation methods used by the Company include the application of a
price/earnings ratio derived from listed companies with similar
characteristics, and consequently the value of the unquoted element
of the portfolio can be indirectly affected by price movements on the
London Stock Exchange. A 10% overall increase in the valuation of the
unquoted investments at 31 January 2009 would have increased net
assets and the total return for the year by £469,000 (31 January
2008: £310,000) an equivalent change in the opposite direction would
have reduced net assets and the total return for the year by the same
amount.

66.6% (31 January 2008: 87.7%) by value of the Company's net assets
comprises money market securities held at fair value.  A 10% overall
increase in the valuation of the money market securities at 31
January 2009 would have increased net assets and the total return for
the year by £1,685,000 (31 January 2008: £2,290,000) an equivalent
change in the opposite direction would have reduced net assets and
the total return for the year by the same amount.

Interest rate risk
Some of the Company's financial assets are interest-bearing.  As a
result, the Company is exposed to fair value interest rate risk due
to fluctuations in the prevailing levels of market interest rates.

Fixed rate
The table below summarises weighted average effective interest rates
for the fixed interest-bearing financial instruments:


                  As at 31 January 2009       As at 31 January 2008
                   Total          Weighted     Total          Weighted
                   fixed           average     fixed           average
                    rate          time for      rate          time for
               portfolio Weighted    which portfolio Weighted    which
                      by  average  rate is        by  average  rate is
                   value interest fixed in     value interest fixed in
                   £'000   rate %    years     £'000   rate %    years

Unquoted
fixed-interest
investments        3,224   13.18%      4.0     2,100   13.00%      3.4
Fixed-interest
investments        2,876    4.58%      0.5    10,039    5.04%      0.7


Floating rate
The Company's floating rate investments comprise cash held on
interest-bearing deposit accounts and, where appropriate, within
interest bearing money market securities.  The benchmark rate which
determines the rate of interest receivable on such investments is the
bank base rate, which was 1.5% at 31 January 2009 (31 January 2008:
5.5%).  The amounts held in floating rate investments at the balance
sheet date were as follows:


                             31 January 2009 31 January 2008
                                        £000            £000
Unquoted floating loan notes             700               -
Listed Floating rate notes            13,972          12,865
Cash on deposit                        3,685              16
                                      18,357          12,881


Every 1% increase or decrease in the base rate would increase or
decrease income receivable from these investments and the total
return for the year by £183,570 (31 January 2008: £128,810)

Credit risk
Credit risk is the risk that counterparty to a financial instrument
will fail to discharge an obligation or commitment that it has
entered into with the Company. The Investment Manager and the Board
carry out a regular review of counterparty risk. The carrying values
of financial assets represent the maximum credit risk exposure at the
balance sheet date.

At 31 January 2009 the Company's financial assets exposed to credit
risk comprised the following:


                                      31 January 2009 31 January 2008
                                                 £000            £000
Investments in floating rate
instruments                                    14,672          12,865
Cash on deposit                                 3,685              16
Investments in fixed rate instruments           6,100          10,039
Accrued dividends and interest
receivable                                         95               -
                                               24,552          22,920


Credit risk relating to listed money market securities is mitigated
by investing in a portfolio of investment instruments of high credit
quality, comprising securities issued by the UK Government and major
UK institutions. Credit risk relating to loans to and preference
shares in unquoted companies is considered to be part of market
risk.

Those assets of the Company which are traded on recognised stock
exchanges are held on the Company's behalf by third party custodians
(Goldman Sachs International in the case of listed money market
securities and Charles Stanley Limited in the case of quoted equity
securities).  Bankruptcy or insolvency of a custodian could cause the
Company's rights with respect to securities held by the custodian to
be delayed or limited.

Credit risk arising on the sale of investments is considered to be
small due to the short settlement and the contracted agreements in
place with the settlement lawyers.

The Company's interest-bearing deposit and current accounts are
maintained with HSBC Bank plc. The Investment Manager has in place a
monitoring procedure in respect of counterparty risk which is
reviewed on an ongoing basis. Should the credit quality or the
financial position of either entity deteriorate significantly the
Investment Manager will move the cash holdings to another bank.

Other than cash or liquid money market funds, there were no
significant concentrations of credit risk to counterparties at 31
January 2009 or 31 January 2008.

Liquidity risk
The Company's financial assets include investments in unquoted equity
securities which are not traded on a recognised stock exchange and
which generally may be illiquid.  As a result, the Company may not be
able to realise some of its investments in these instruments quickly
at an amount close to their fair value in order to meet its liquidity
requirements, or to respond to specific events such as deterioration
in the creditworthiness of any particular issuer.

The Company's liquidity risk is managed on a continuing basis by the
Investment Manager in accordance with policies and procedures laid
down by the Board. The Company's overall liquidity risks are
monitored on a quarterly basis by the Board.

The Company maintains sufficient investments in cash and readily
realisable securities to pay accounts payable and accrued expenses.
At 31 January 2009 these investments were valued at £20,628,000 (31
January 2008: £22,920,000).

17. Post balance sheet events
The following events occurred between the balance sheet date and the
signing of these financial statements:

  * On 5 February 2009 Protected VCT invested £1,000,000 in CSL
    Dualcom Limited
  * On 19 February 2009 Protected VCT invested £1,000,000 in Diagnos
    Limited
  * On 2 April 2009 Protected invested £1,000,000 into each of Salus
    Services I Limited, PubCo Services Limited, GreenCo Services
    Limited and BusinessCo Services Limited. These are companies
    which have been established to seek suitable qualifying
    investments across a range of sectors.


18.  Contingencies, guarantees and financial commitments
There were no contingencies, guarantees or financial commitments as
at 31 January 2009 (2008: £nil).

19. Related party transactions
Matt Cooper, a non-executive Director of Octopus Protected VCT plc,
is also a Director of Octopus Investments Limited. Octopus Protected
VCT plc has employed Octopus throughout the year as Investment
Manager.
Octopus Protected VCT plc has paid Octopus £592,100 (2008: £512,100)
in management fees. At 31 January
2009, £nil was outstanding (2008: £nil). The management fee is
payable quarterly in advance and is based on
2.0% of the NAV calculated at annual intervals as at 31 January 2009.
Octopus also provides accounting and administrative services to the
Company, payable quarterly in advance for a fee of 0.3% of the NAV
calculated at annual intervals as at 31 January. During the year
£92,247 (2008: £76,815) was paid to Octopus and there is £nil
outstanding at the balance sheet date, for the accounting and
administrative services.

No performance related incentive fee will be payable over the first
five years. Thereafter, Octopus will be entitled to an annual
performance related incentive fee. This performance fee is equal to
20% of the amount by which the NAV from the start of the sixth
accounting and subsequent accounting period exceeds simple interest
of the HSBC Bank plc base rate for the same period. The NAV at the
start of the sixth accounting period must be at least 100p. Any
distributions paid out by the Fund will be added back when
calculating this performance fee.

---END OF MESSAGE---




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