Final Results

PROVEN GROWTH & INCOME VCT PLC
FINAL RESULTS FOR THE YEAR ENDED 28 FEBRUARY 2011

Financial summary
                                                          Ordinary       'D'

                                                           Shares      Shares

As at 28 February                                         2011  2010  2011  2010

                                                         pence pence pence pence

Net asset value per share                                 86.4  74.1  90.0  92.3
--------------------------------------------------------------------------------
Dividends paid since share conversion/class launch           -     -     -     -
--------------------------------------------------------------------------------
Total return                                              86.4  74.1  90.0  92.3
(net asset value plus dividends paid since share
conversion/class launch)
--------------------------------------------------------------------------------
Year on year change in:
--------------------------------------------------------------------------------
VCT total return                                         16.6%       -2.5%
--------------------------------------------------------------------------------
FTSE All Share Index total return                        17.0%       17.0%
--------------------------------------------------------------------------------

Chairman's Statement
I am pleased to present the Annual Report for ProVen Growth and Income VCT plc
for the year ended 28 February 2011.

The year saw the formation of a coalition government in the UK which has
instigated an austerity programme aimed at improving the UK's budget deficit
position. International events have been no less important:  oil and commodity
price inflation, political and social unrest in the Middle East and North Africa
and Japan's earthquake and tsunami, all impact, directly or indirectly, on the
UK consumer.

Against this unsettled background, the Company's Ordinary Share pool saw an
uplift of 16.6% in net asset value per share ("NAV") over the year, produced by
strong performances by a number of portfolio companies along with one highly
profitable disposal.  The 'D' Share pool made a number of new investments as it
started to build its investment portfolio.

Net asset value
Ordinary Shares
At  28 February 2011 the Company's Ordinary Share  NAV stood at 86.4p per share.
This  represents an increase of 12.3p over the  year. The total return (NAV plus
dividends  paid to date) to Ordinary Shareholders that invested at the Company's
launch now stands at 200.3p per Original Ordinary Share, equivalent to an IRR of
10.6% per  annum.  For  Shareholders  who  originally  invested in the 'C' Share
fundraising (and now hold Ordinary Shares), the total return stands at 96.0p per
original 'C' Share.

'D' Shares
The  NAV  of  the  Company's  'D'  Shares  stood at 90.0p at 28 February 2011, a
decrease  of 2.3p or 2.5% since 28 February 2010. No dividends have been paid to
'D' Shareholders to date. The fall in NAV reflects the fact that uninvested cash
produces  insufficient income to cover running costs and most recent investments
are still valued at original cost.

Portfolio activity and valuation
Ordinary Share pool
The Ordinary Share pool was, prior to the most recent fundraising, largely fully
invested and consequently there was a modest level of investment activity during
the  year. However, it did realise a substantial gain on the disposal of Saffron
Media  Group Limited, exiting at more than  five times the value of the original
investment, which is reflected in the increase in Ordinary Share NAV.

The Board reviewed the valuations of the unquoted investments at the year end,
resulting in a net unrealised gain for the year of £1.0 million.  Further
details are provided in the Investment Manager's Review and the Review of
Investments.

'D' Share pool
The 'D' Share pool made seven new investments during the year at a total cost of
£2.0  million.  All investments continue  to be valued at  levels equal to cost,
with one exception, where a small provision has been made.

Results and dividends
The total return on ordinary activities for the year was as follows:
                   Revenue   Capital   Total

                     £'000     £'000   £'000

 Ordinary Shares       173     2,728   2,901
---------------------------------------------
 'D' Shares           (49)     (202)   (251)
---------------------------------------------
                       124     2,526   2,650
---------------------------------------------

During the year ended 28 February 2011, no dividends were paid by the Company.

The Board declared an interim dividend of 4.5p per Ordinary Share in respect of
the year ended 28 February 2011 payable on 29 July 2011 to Shareholders on the
register at 3 June 2011.


Dividend questionnaire

At Shareholder meetings and on other occasions, a number of Shareholders have
asked about the Company's dividend policy. When the Company first began to make
substantial profits on the realisation of investments, it was the Board's policy
to pay most of these profits to Shareholders as dividends. The Company also took
the opportunity to absorb investment losses into distributable reserves created
from the cancellation of share premium accounts in order to maximise the
dividends paid under this policy. This approach was thought to be beneficial to
all Shareholders because the absence of a well-established secondary market for
VCT shareholders means that dividends are an effective way to generate cash
returns to all investors, without investors having to sell shares at a discount
to NAV. Additionally, Shareholders who took advantage of deferral relief on
capital gains that was available on VCT subscriptions prior to 5 April 2004
potentially face crystallising a significant tax charge if they wish to dispose
of some or all of their shares.

More recently the Board has sought to provide a more regular dividend stream to
Shareholders but they are still paid from gross realised gains without
necessarily offsetting realised losses and all other costs. The consequence of
these dividend payments is therefore that, for most Ordinary Shareholders, the
NAV has fallen below the initial subscription price of the shares. The Company's
performance incentive scheme, set out in more detail in the Directors' Report on
pages 21 and 22, pays incentive fees based on dividends paid to Shareholders,
provided certain hurdles are achieved. In respect of dividends paid out of
realisations from the Original Ordinary Share pool (investments made from the
Ordinary Share pool prior to October 2009), these hurdles have been met because
historically the Ordinary Share pool has been very successful. The Manager
therefore currently receives an incentive on all dividends paid from
realisations from this pool, although the fall in NAV after the dividend payment
means that its management fee is reduced.

In order to try to gauge Shareholders' views on dividend policy, I have arranged
for a questionnaire to be prepared.  The questionnaire asks a small number of
questions related to dividends and should give the Board an indication of
whether Shareholders would prefer the Company to continue with the same policy
or for a different approach to be considered.  The questionnaire is being sent
with the Annual Report and I would be very grateful if you would take a few
minutes to complete it and return it in the envelope provided.

New fundraisings
The  Linked 'D' Share Offer launched with ProVen VCT plc in November 2009 closed
on  29 October 2010 having raised a total  of approximately £2.6 million for the
Company.   The Company also undertook  a small Ordinary Share  Top - Up Offer at
the  same time with ProVen  VCT plc and ProVen  Health VCT plc which raised £0.7
million.

On 10 December 2010, the Company launched a further Ordinary Share Offer for
subscription seeking to raise up to £15 million. As at today's date, this Offer
had raised approximately £9.3 million.

Share buybacks
In  order to ensure liquidity in the market in the Company's shares, the Company
has  operated a policy of buying in its  own shares that become available in the
market.

During the year, the Company repurchased 543,137 Ordinary Shares for
cancellation at an average price of 65.8p per share and 55,698 'D' Shares for
cancellation at an average price of 92.4p per share.

The Board intends to continue to make purchases of its shares when they become
available in the market and has a current policy of purchasing Ordinary Shares
at a price equivalent to a 10% discount to the latest published NAV and at a 5%
discount in respect of 'D' Shares.

A special resolution to allow the Board to continue to purchase shares for
cancellation will be proposed at the forthcoming AGM.

Annual General Meeting
The  Annual General Meeting  ("AGM") of the  Company will be  held in The Forest
Room  at The Hospital Club, 24 Endell  Street, Covent Garden, London WC2H 9HQ at
2:30 p.m. on  24 August 2011.  Notice  of  the  meeting  is  at  the end of this
document.

Four items of special business will be proposed at the AGM, one resolution in
respect of share buybacks, one resolution amending the Articles of Association
(as described in the Report of the Directors) and two resolutions in connection
with authority for the Directors to allot shares.

Shareholder event

I would like to draw Shareholders' attention to ProVen Growth & Income VCT's
annual shareholder presentation which will be held on Wednesday 2 November 2011
at The Royal Institute of British Architects, 66 Portland Place, London W1B
1AD. This provides Shareholders with an opportunity to meet the Investment
Manager and, additionally, to hear directly from some of the portfolio companies
and to meet other VCT shareholders. A formal invitation will be sent to
Shareholders shortly. The corresponding event in 2010 was very successful and I
look forward to welcoming you to this year's event.

Outlook
The   performance  of  the  Ordinary  Share  pool  over  the  year  has  further
demonstrated  the rewards that can be  delivered by investments in certain niche
sectors  as they mature.  The new media sector is one in which the Company has a
reasonable  level of  exposure and  one where  the Manager  has a vast amount of
experience.   Although the economic outlook remains uncertain and some portfolio
companies  will continue  to face  many challenges  presented by  the recession,
others  operate in  sectors which  are not  so directly  affected by the general
economic conditions or have been resilient enough to continue to make progress.
We  believe these give the Ordinary Share  pool the potential to deliver further
good returns to Shareholders.

The 'D' Share portfolio is still in the early stages of being built and we
expect to see a significant level of new investment activity over the
forthcoming year. The Manager reports reasonably strong dealflow and the ongoing
lack of appetite by the banks to lend to small businesses is likely to continue
to produce additional opportunities.  As with the Ordinary Share pool, the Board
believes that a balanced portfolio with a reasonable level of exposure to
quality young businesses in the new media and similar sectors can, in the
medium-term, produce healthy returns to investors.

Marc Vlessing
Chairman


Investment Manager's Review

Introduction

Beringea is a specialist venture capital management company, which has been
established for 25 years and manages over $400m in the UK and the USA. In the
UK, Beringea has a dedicated team focused on managing £85m across four VCTs.
Proven Growth and Income VCT plc has been managed by Beringea since its
inception in 2001.

The Company currently has two share classes: Ordinary Shares and 'D' Shares. The
share pools will be kept as separate pools of assets.

Beringea's investment approach

We endeavour to give Shareholders an investment in a diverse portfolio of
privately held businesses led by entrepreneurial management that are likely to
achieve above average returns.

In evaluating suitable businesses, we seek to mitigate risk and improve the
prospect of higher returns by investing in established and growing businesses in
sectors where there will be above market average spend. Such businesses will
typically have "best in class" traits and the expectation to ultimately attract
a substantial premium on exit.

Finding such businesses and helping them prosper and deliver a successful return
for investors are the key challenges for Beringea. We do this by nurturing our
own talented investment team who each have strong and specific sector expertise,
a good network of deal-flow providers and a proven track record of investment
success across the UK and the USA.

We hope you will be able to join us at the shareholder event on Wednesday 2
November 2011 as mentioned in the Chairman's statement, where we hope to
demonstrate our investment approach and give you the opportunity to meet and
question both the investment team and CEOs of VCT portfolio companies.

Review of the year

The Company's investment rate increased during the year with a total of £3.0
million (2010: £0.6 million) being invested across the two share pools including
£2.0 million in six investments that were new to the portfolio. In addition, we
were also very pleased to realise the Ordinary Share pool's investment in
Saffron Media Group generating a gross return of £3.9 million, or more than 5
times the original investment cost, in less than four years.

Ordinary Share pool - portfolio activity and valuation

At 28 February 2011, the Company's Ordinary Share investment portfolio comprised
holdings in 23 companies, of which 19 were unquoted and 4 quoted, at a valuation
of £14.9 million and original acquisition cost of £14.5 million. In addition,
the Ordinary Share pool had cash and liquidity funds of £7.1 million, £3.4
million of this resulting from the sale of Saffron shortly before the year end.

The Ordinary Share pool was, prior to the recent fundraising, largely fully
invested but one new investment of £0.2 million was made in MatsSoft. This
company provides powerful and innovative web-based workflow and communications
solutions, allowing companies and organisations to drive efficiency gains, cost
reductions and service improvements across a whole host of business processes
and across a range of business sectors. Follow on investments totalling £0.8
million were made in four existing portfolio companies.

The three largest investments, Fjordnet, Espresso and Donatantonio, collectively
account for over 43% by value of the venture capital portfolio. Fjordnet is a
digital media agency and has performed strongly since the initial investment in
December 2008. It has an increasing global presence with offices in continental
Europe and New York. Education provider Espresso is a long standing investment
which was initially made in 2001. Since then the company has secured a
significant share of the UK primary school market for on-line learning products
and has expanded into the UK secondary school market and more recently into the
US market. Donatantonio, the supplier of Mediterranean foods, is now showing
steady growth following early difficulties coinciding with the first stages of
the financial crisis and is now valued above cost. Good progress is also being
made across a number of other companies including Think and Campden Media.

The highlight for the Ordinary Share portfolio was, however, the disposal of
Saffron Media Group. Saffron, a developer of video delivery platforms, was sold
to global smartphone producer HTC of Taiwan. The Company invested £670,000 in
Saffron in 2007, initially from the original 'C' Share pool, alongside ProVen
VCT, and the realisation generated a gross return of more than 5 times cost. On
a less positive note, we realised the Company's investment in Heritage Partners
at a loss to the original investment cost and Path Group and The Vending
Corporation were both placed into administration and the resulting losses
treated as realised in accordance with the Company's accounting policy. These
investments were largely provided against in prior years.

Subsequent to the year end, in May 2011, the Company realised its investment in
Steak Media in a sale to Japanese media agency network, Dentsu. The disposal
resulted in an initial profit over cost with the possibility of further earnout
proceeds in the three years following sale.

'D' Share pool - portfolio activity and valuation

The 'D' Share pool made its first investments during the year and, at 28
February 2011, £2.0 million had been invested in seven investments, six of which
were new to the Company as a whole. The 'D' Share portfolio also had cash and
liquidity funds of £5.5 million at the year end.


MatsSoft accounted for £650,000, or 33%, of the £2.0 million invested. The
investment in healthy eating chain, Tossed, was made early in the financial year
(and reported in last year's annual report) and accounted for a further 26% of
the £2.0 million investment. The other new investments were Speed-Trap, a vendor
of patented technologies that analyse how users interact with internet
applications; Monica Vinader, a high end jewellery brand with high profile
customers including Cameron Diaz, Keira Knightley and Cheryl Cole; Cinergy, the
provider of mobile phone comparison service, www.mobilife.com; and SenseLogix,
which designs and manufactures systems to manage energy usage in commercial
premises.

Outlook

The outlook for the UK economy remains challenging. Modest GDP growth in the
first three quarters of 2010 was followed by a fall in GDP in the fourth quarter
of 2010 and only modest growth in the first quarter of 2011. That said, the
disposal of Saffron demonstrates that strong returns can be generated from
quality businesses. In an age when customers expect more from the businesses
they interact with, we believe that a number of the portfolio companies are well
positioned for future growth by targeting efficiency savings and/or improving
the customer experience through making the best use of new or developing
technologies.

Beringea LLP


Investment activity during the year is summarised as follows:
Additions
                                  Cost

                                 £'000

 Ordinary Share pool

 Overtis Group Limited             364

 Steak Media Limited*              246

 MatsSoft Limited**                225

 Campden Media Limited             157

 Breeze Tech Limited**              22

                                 1,014

 'D' Share pool

 MatsSoft Limited**                650

 Tossed Limited                    504

 Speed-Trap Holdings Limited       295

 Fjordnet Limited*                 276

 Monica Vinader Limited            138

 Cinergy International Limited     115

 SenseLogix Limited                 69

                                 2,047



 Total                           3,061



Disposals
                                       Market          Profit/(loss)    Realised
                                Cost value at Proceeds       vs cost gain/(loss)
                               £'000 01/03/10    £'000         £'000       £'000

Ordinary Share pool

Overtis Group Limited**          729      729      729             -           -

Ashford Colour Press Limited      69       69       69             -           -

Saffron Media Group Limited      670      889    3,509         2,839       2,620

Path Group Limited             1,000      496        -       (1,000)       (496)

Heritage Partners Limited        900      247       98         (802)       (149)

The Vending Corporation        1,011        -        -       (1,011)           -
Limited**

Sports Holdings Limited*          24       24       24             -           -

                               4,403    2,454    4,429            26       1,975






The 'D' Share pool did not make any disposals during the year.
All of the above investments were also held by ProVen VCT plc.

* Non qualifying investment
** Partially non-qualifying investment


Investment Portfolio - Ordinary Share Pool

as at 28 February 2011

Ordinary Share portfolio of investments

The following investments were held at 28 February 2011:
                                                             Valuation
                                                              movement      % of
                                              Cost Valuation   in year portfolio
                                             £'000     £'000     £'000  by value

Top ten venture capital investments (by
value)

Fjordnet Limited                             1,400     2,423       406     11.0%

Espresso Group Limited**                     1,583     2,347        76     10.7%

Donatantonio Limited                         1,366     1,710       820      7.8%

Charterhouse Leisure Limited**               1,000       970     (266)      4.4%

Lazurite Limited                             1,000       930      (32)      4.2%

Prelude Media Limited                        1,000       925      (34)      4.2%

Eagle Rock Entertainment Group Limited         680       907     (272)      4.1%

SPC International Limited                      625       821       258      3.9%

Steak Media Limited**                          621       725       255      3.3%

Chess Technologies Limited                     900       682     (306)      3.1%

                                            10,175    12,440       905     56.7%



Other venture capital investments            4,343     2,425       129     11.0%



Total venture capital investments           14,518    14,865     1,034     67.7%



Liquidity funds                                        1,250                5.7%

Cash at bank and in hand                               5,851               26.6%



Total Ordinary Share investments                      21,966              100.0%


Other venture capital investments as at 28 February 2011 comprise:
Overtis Group Limited, Dianomi Limited, Ashford Colour Press Limited, Campden
Media Limited, Coolabi plc**, Blismobile Media Limited**, Pilat Media Global
plc**, UBC Media Group plc**, Sports Holdings Limited*, Immedia Group plc,
MatsSoft Limited**, Isango! Limited and Baby Innovations S.A. t/a Steribottle*.

* Non qualifying investment
** Partially non-qualifying investment

With the exclusion of Pilat Media Global plc, UBC Media Group plc, Coolabi plc
and Immedia Group plc which are quoted on AIM, all venture capital investments
are unquoted.

All of the above investments, with the exclusion of Prelude Media Limited and
Immedia Group plc, were also held by ProVen VCT plc.

All venture capital investments above are registered in England and Wales with
the exception of Baby Innovations S.A., which is registered in Madeira.


Investment Portfolio - D Share Pool

as at 28 February 2011


'D' Share portfolio of investments

The following investments were held at 28 February 2011:
                                                         Valuation
                                                          movement        % of
                                      Cost   Valuation     in year   portfolio
                                     £'000       £'000       £'000    by value



 MatsSoft Limited**                    650         650           -        8.7%

 Tossed Limited                        504         504           -        6.7%

 Speed-Trap Holdings Limited           295         295           -        3.9%

 Fjordnet Limited*                     276         185        (91)        2.5%

 Monica Vinader Limited                138         138           -        1.8%

 Cinergy International Limited         115         115           -        1.6%

 SenseLogix Limited                     69          69           -        0.9%



 Total venture capital investments   2,047       1,956        (91)       26.1%



 Liquidity funds                                 1,250                   16.7%

 Cash at bank and in hand                        4,282                   57.2%



 Total 'D' Share investments                     7,488                  100.0%


* Non qualifying investment
** Partially non-qualifying investment

All venture capital investments above are unquoted.

All of the above investments were also held by ProVen VCT plc.

All venture capital investments above are registered in England and Wales.


Statement of Directors' responsibilities

The   Directors  are  responsible  for  preparing  the  Directors'  Rpeort,  the
Directors'  Remuneration Report and the  financial statements in accordance with
applicable  law and regulations. They are also responsible for ensuring that the
annual  report  includes  information  required  by  the  Listing  Rules  of the
Financial Services Authority.

Company law requires the Directors to prepare financial statements for each
financial year.  Under that law the Directors have elected to prepare the
financial statements in accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards and applicable law).
Under company law, the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Company and of the profit or loss of the Company for that period.

In preparing those financial statements, the Directors are required to:

*select suitable accounting policies and then apply them consistently;
*make judgments and estimates that are reasonable and prudent;
*state whether applicable accounting standards have been followed, subject to
any material departures disclosed and explained in the financial statements; and
*prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company and to
enable them to ensure that the financial statements, and the Directors'
Remuneration Report, comply with the requirements of the Companies Act 2006.
They are also responsible for safeguarding the assets of the Company and hence
for taking reasonable steps for the prevention and detection of fraud and other
irregularities.

The Directors are responsible for the maintenance and integrity of the corporate
and financial information relating to the Company included on the Managers'
websites. Legislation in the United Kingdom governing the preparation and
dissemination of the financial statements and other information included in
annual reports may differ from legislation in other jurisdictions.

Statement as to disclosure of information to the Auditor

The Directors in office at the date of the report have confirmed, as far as they
are aware, that there is no relevant audit information of which the Auditor is
unaware. Each of the Directors have confirmed that they have taken all the steps
that they ought to have taken as Directors in order to make themselves aware of
any relevant audit information and to establish that it has been communicated to
the Auditor. This confirmation is given and should be interpreted in accordance
with the provisions of section 418 of the Companies Act 2006.

By order of the Board

Grant Whitehouse
Company Secretary
39 Earlham Street
London WC2H 9LT



Income Statement for the year ended 28 February 2011


Company Position
                                         Year ended             Year ended
                                      28 February 2011       28 February 2010



                                   Revenue Capital  Total Revenue Capital  Total

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



Income                                 517       -    517     243       -    243



Gains on investments                     -   2,919  2,919       -     967    967
                                  ----------------------------------------------


                                       517   2,919  3,436     243     967  1,210



Investment management fees           (132)   (393)  (525)   (118)   (356)  (474)

Performance incentive fees               -       -      -     (7)   (184)  (191)

Recoverable VAT                          -       -      -       -       1      1

Other expenses                       (261)       -  (261)   (717)       -  (717)
                                  ----------------------------------------------


Return on ordinary activities          124   2,526  2,650   (599)     428  (171)
before tax



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


Return attributable to equity          124   2,526  2,650   (599)     428  (171)
Shareholders
                                  ----------------------------------------------


Basic and Diluted return per          0.7p   11.2p  11.9p  (2.3p)    2.1p (0.2p)
Ordinary Share

Basic and Diluted return per 'D'    (0.6p)  (2.5p) (3.1p)  (1.1p)  (1.5p) (2.6p)
Share
                                  ----------------------------------------------


All revenue and capital items in the statements on page 36 and above derive from
continuing operations.  No operations were acquired or discontinued during the
year.  The total column within the Income Statement represents the profit and
loss account of the Company, prepared in accordance with the accounting policies
detailed in note 1 to the financial statements. The supplementary revenue and
capital columns are presented for information purposes in accordance with the
Statement of Recommended Practice issued by The Association of Investment
Companies.

Income Statement for the year ended 28 February 2011

Split as:
Ordinary Shares (comparatives include 'C' Share pool)
                                          Year ended            Year ended
                                       28 February 2011      28 February 2010



                                     Revenue Capital Total Revenue Capital Total

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



Income                                   466       -   466     217       -   217



Gains on investments                       -   3,009 3,009       -     967   967
                                    --------------------------------------------


                                         466   3,009 3,475     217     967 1,184



Investment management fees              (94)   (281) (375)    (95)   (287) (382)

Performance incentive fees                 -       -     -     (7)   (184) (191)

Recoverable VAT                            -       -     -       -       1     1

Other expenses                         (199)       - (199)   (660)       - (660)
                                    --------------------------------------------


Return on ordinary activities before     173   2,728 2,901   (545)     497  (48)
tax



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


Return attributable to equity            173   2,728 2,901   (545)     497  (48)
shareholders
                                    --------------------------------------------

'D' Shares
                                          Year ended            Year ended
                                       28 February 2011      28 February 2010



                                     Revenue Capital Total Revenue Capital Total

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



Income                                    51       -    51      26       -    26



Losses on investments                      -    (90)  (90)       -       -     -
                                    --------------------------------------------


                                          51    (90)  (39)      26       -    26



Investment management fees              (38)   (112) (150)    (23)    (69)  (92)

Performance incentive fees                 -       -     -       -       -     -

Recoverable VAT                            -       -     -       -       -     -

Other expenses                          (62)       -  (62)    (57)       -  (57)
                                    --------------------------------------------


Return on ordinary activities before    (49)   (202) (251)    (54)    (69) (123)
tax



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


Return attributable to equity           (49)   (202) (251)    (54)    (69) (123)
shareholders
                                    --------------------------------------------

Reconciliation of Movements in Shareholders' Funds
for the year ended 28 February 2011

                         Year ended                      Year ended
                      28 February 2011                28 February 2010

                  Ordinary       'D'        Ordinary 'C' Shares      'D'
                    Shares    Shares  Total   Shares              Shares   Total

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



Opening                              22,660
shareholders'
funds               17,561     5,099           3,890     19,055        -  22,945

Issue of shares        737     2,800  3,537        -          -    5,526   5,526

Share issue costs     (41)     (154)  (195)        -          -    (304)   (304)

Purchase of own      (359)      (52)  (411)     (14)    (3,911)        - (3,925)
shares

Distributions            -         -      -    (955)      (335)        - (1,290)

Conversion of            -         -      -   13,917   (13,917)        -       -
shares

Purchase of own
converted shares         -         -      -    (121)          -        -   (121)

Total recognised
gains/(losses)
for the year         2,901     (251)  2,650      844      (892)    (123)   (171)
                 ---------------------------------------------------------------


Closing             20,799     7,442 28,241   17,561          -    5,099  22,660
shareholders'
funds
                 ---------------------------------------------------------------

Balance Sheet
as at 28 February 2011

                                     28 February 2011       28 February 2010

                                  Ordinary    'D'  Total Ordinary    'D'   Total
                                    Shares Shares          Shares Shares

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



Fixed assets

Investments                         14,865 1,956  16,821   15,270      -  15,270



Current assets

Debtors                                345    16     361      380    589     969

Current investments                  1,250 1,250   2,500    1,250  1,250   2,500

Cash at bank and in hand             5,851 4,282  10,133    1,249  3,758   5,007
                                 -----------------------------------------------
                                     7,446 5,548  12,994    2,879  5,597   8,476

Creditors: amounts falling due
within one year                    (1,512)  (62) (1,574)    (588)  (498) (1,086)
                                 -----------------------------------------------


Net current assets                   5,934 5,486  11,420    2,291  5,099   7,390
                                 -----------------------------------------------


Total assets less current
liabilities/                        20,799 7,442  28,241   17,561  5,099  22,660
net assets
                                 -----------------------------------------------


Capital and reserves

Called up share capital                390    82     472      383     55     438

Capital redemption reserve             952     1     953      943      -     943

Share premium                          681 7,785   8,466        -  5,167   5,167

Special reserve                     15,940     -  15,940   19,381      -  19,381

Capital reserve - realised           2,860 (181)   2,679       34   (69)    (35)

Revaluation reserve                    347  (90)     257  (2,636)      - (2,636)

Revenue reserve                      (371) (155)   (526)    (544)   (54)   (598)
                                 -----------------------------------------------


Total equity shareholders' funds    20,799 7,442  28,241   17,561  5,099  22,660
                                 -----------------------------------------------


Basic and diluted net asset value    86.4p 90.0p            74.1p  92.3p
per share



Cash Flow Statement
for year ended 28 February 2011
                              Year ended                   Year ended
                           28 February 2011             28 February 2010

                       Ordinary     'D'         Ordinary     'C'     'D'
                         Shares  Shares   Total   Shares  Shares  Shares   Total

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



Net cash outflow from
operating
activities                  850    (23)     827    (315)    (14)   (214)   (543)



Capital expenditure

Purchase of
investments             (1,014) (2,047) (3,061)    (643)       -       -   (643)

Sale of investments       4,429       -   4,429      283       -       -     283

Net cash
inflow/(outflow) from
capital expenditure       3,415 (2,047)   1,368    (360)       -       -   (360)



Equity dividends paid         -       -       -    (955)   (335)       - (1,290)



Management of liquid
resources

Purchase of current                                    -       -
investments held
as liquidity funds            -       -       -                  (1,250) (1,250)

Withdrawal from
liquidity funds               -       -       -    1,250   5,050       -   6,300

Net cash                      -       -       -    1,250   5,050 (1,250)   5,050
inflow/(outflow) from
liquid resources



Net cash
inflow/(outflow)
before financing          4,265 (2,070)   2,195    (380)   4,701 (1,464)   2,857



Financing

Proceeds from share
issue                       737   2,800   3,537        -       -   5,526   5,526

Share issue costs          (41)   (154)   (195)        -       -   (304)   (304)

Purchase of own shares    (359)    (52)   (411)     (13) (3,911)       - (3,924)

Transfer of cash at
bank on
conversion of shares          -       -       -    1,738 (1,738)       -       -

Purchase of own
converted shares              -       -       -    (121)       -       -   (121)

Net cash
inflow/(outflow)
from financing              337   2,594   2,931    1,604 (5,649)   5,222   1,177



Increase/(decrease) in
cash                      4,602     524   5,126    1,224   (948)   3,758   4,034


Notes to the Accounts
for year ended 28 February 2011

1. Accounting policies
Basis of accounting
The Company has prepared its financial statements under UK Generally Accepted
Accounting Practice ("UK GAAP") and in accordance with the Statement of
Recommended Practice "Financial Statements of Investment Trust Companies and
Venture Capital Trusts" revised January 2009 ("SORP").

The financial statements are prepared under the historical cost convention
except for certain financial instruments measured at fair value.

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

Going concern
The Directors have, at the time of approving the financial statements, a
reasonable expectation that the Company has adequate resources to continue in
operational existence for the foreseeable future. Thus they continue to adopt
the going concern basis of accounting in preparing the financial statements.

Presentation of income statement
In order to better reflect the activities of an investment company and in
accordance with guidance issued by the Association of Investment Companies
("AIC"), supplementary information which analyses the Income Statement between
items of a revenue and capital nature has been presented alongside the income
statement. The net revenue is the measure the Directors believe appropriate in
assessing the Company's compliance with certain requirements set out in Part 6
of the Income Tax Act 2007.

Fixed assets investments
Investments are designated as "fair value through profit or loss" assets due to
investments being managed and performance evaluated on a fair value basis. A
financial asset is designated within this category if it is both acquired and
managed, with a view to selling after a period of time, in accordance with the
Company's documented investment policy.  The fair value of an investment upon
acquisition is deemed to be cost.  Thereafter investments are measured at fair
value in accordance with the International Private Equity and Venture Capital
Valuation Guidelines ("IPEV Guidelines") together with FRS26 - Financial
Instruments: Recognition and Measurement.

Publicly traded investments are measured using bid prices in accordance with the
IPEV Guidelines.

The valuation methodologies used by the Directors for assessing the fair value
of unquoted investments are as follows:

*Price of recent investment;
*Multiples;
*Net assets;
*Discounted cash flows or earnings (of underlying business);
*Discounted cash flows (from the investment); and
*Industry valuation benchmarks.

The methodology applied takes account of the nature, facts and circumstances of
the individual investment and uses reasonable data, market inputs, assumptions
and estimates in order to ascertain fair value.

Fixed asset investments are derecognised when the contractual rights to the
cashflows from the asset expire or it transfers the asset and substantially all
the risks and rewards of ownership of the asset to another entity.

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

Gains and losses arising from changes in fair value are included in the Income
Statement for the year as a capital item.

It is not the Company's policy to exercise significant influence over investee
companies.  Therefore, the results of these companies are not incorporated into
the Income Statement except to the extent of any income accrued. This is in
accordance with the SORP that does not require portfolio investments to be
accounted for using the equity method of accounting.

Current asset investments
Current asset investments, which comprise investments in liquidity funds with
AAA rating, are held at fair value through profit and loss and are marked-to-
market. These assets are purchased and redeemed under a contract and the assets
are recognised and derecognised on the trade date. These assets are initially
measured at cost and subsequently valued at fair value, being the closing price
of the fund as issued by the provider.

Income
Dividend income from investments is recognised when the shareholders' rights to
receive payment has been established, normally the ex-dividend date or, where no
ex-dividend date is established, when the Company's right to receive payment is
established.

Interest income is accrued on a time basis, by reference to the principal
outstanding and at the effective interest rate applicable and only where there
is reasonable certainty of collection.  Income which is not capable of being
received within a reasonable period of time is reflected in the capital value of
the investments.

Expenses
All expenses are accounted for on an accruals basis. In respect of the analysis
between revenue and capital items presented within the income statement, all
expenses have been presented as revenue items except as follows:
*expenses which are incidental to the acquisition of an investment are deducted
from the Capital Account;
*expenses which are incidental to the disposal of an investment are deducted
from the disposal proceeds of the investment; and
*expenses are split and presented partly as capital items where a connection
with the maintenance or enhancement of the value of the investments held can be
demonstrated and accordingly the investment management fee has been allocated
25% to revenue and 75% to capital, in order to reflect the Directors' expected
long-term view of the nature of the investment returns of the Company.

Taxation
The tax effects of different items in the Income Statement are allocated between
capital and revenue on the same basis as the particular item to which they
relate using the Company's effective rate of tax for the accounting period.

Due to the Company's status as a venture capital trust and the continued
intention to meet the conditions required to comply with Part 6 of the Income
Tax Act 2007, no provision for taxation is required in respect of any realised
or unrealised appreciation of the Company's investments which arises.

Deferred taxation is provided in full on timing differences that result in an
obligation at the balance sheet date to pay more tax, or a right to pay less
tax, at a future date, at rates expected to apply when they crystallise based on
current tax rates and law. Timing differences arise from the inclusion of items
of income and expenditure in taxation computations in periods different from
those in which they are included in the financial statements. Deferred tax
assets are recognised to the extent that it is regarded as more likely than not
that they will be recovered. Deferred tax assets and liabilities are not
discounted.

Other debtors and other creditors
Other debtors and other creditors are included within the accounts at amortised
cost less provision for impairment.

Share issue costs
Expenses in relation to share issues are deducted from the Share Premium Account
upon allotment of shares.

2. Basic and diluted return per share
                                     Year ended         Year ended 28 February
                                  28 February 2011               2010

                                 Ordinary       'D'    Ordinary Shares    'D'
                                  Shares      Shares                    Shares

Revenue return per share based on:

Net revenue after taxation               173      (49)           (545)      (54)
(£'000)
                              --------------------------------------------------


Weighted average number of        24,319,643 7,970,999      23,773,597 4,685,172
shares in issue
                              --------------------------------------------------


Pence per share                         0.7p    (0.6p)          (2.3p)    (1.1p)
                              --------------------------------------------------


Capital return/(loss) per
share based on:

Net capital gain/(loss) for    2,728    (202)       497            (69)
the financial year (£'000)
                              --------------------------------------------------


Weighted average number of        24,319,643 7,970,999      23,773,594 4,685,172
shares in issue
                              --------------------------------------------------


Pence per share                        11.2p    (2.5p)            2.1p    (1.5p)
                              --------------------------------------------------


As the Company has not issued any convertible securities or share options, there
is no dilutive effect on return per share. The return per share disclosed
therefore represents both basic and diluted return per share.

3. Basic and diluted net asset value per share
                                                  2011             2010

                      Shares in issue  Net asset value  Net asset value

                                        pence            pence
                      2011       2010     per    £'000     per    £'000
                                        share            share



Ordinary Shares 24,068,108 23,684,352   86.4p   20,799   74.1p   17,561

'D' Shares      8,269,911  5,525,501    90.0p    7,442   92.3p    5,099
                                               --------         -------
                                                28,241           22,660
               --------------------------------------------------------

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

4. Financial instruments
The Company financial instruments comprise equity and loan stock investments in
quoted companies and unquoted companies, liquidity funds, cash deposits and
short term debtors and creditors arising from its operations.  The main purpose
of these financial instruments is to generate cash flow, revenue and capital
appreciation for the Company's operations. The Company has no gearing or other
financial liabilities apart from short-term creditors and does not use any
derivatives.

Principal risks and management objectives
The Company's investment activities expose the Company to a number of risks
associated with financial instruments and the sectors in which the Company
invest.  The principal financial risk arising from the Company's operations are:

Market risks;
Credit risk; and
Liquidity risk.

The Board regularly reviews these risks and the policies in place for managing
them.  There have been no significant changes to the nature of the risks that
the Company is exposed to over the year and there have also have been no
significant changes to the policies for managing those risks during the year.

The risk management policies used by the Company in respect of the principal
financial risks and a review of the financial instruments held at the year-end
are provided below:

Market risks
As a VCT, the Company is exposed to market risks in the form of potential losses
and gains that may arise on the investments it holds. The management of these
market risks is a fundamental part of investment activities undertaken by the
Investment Manager and overseen by the Board. The Manager monitors investments
though regular contact with management of investee companies, regular review of
management accounts and other financial information and attendance at investee
company board meetings.  This enables the Manager to manage the investment risk
in respect of individual investments. Market risk is also mitigated by holding a
portfolio diversified across several business sectors and asset classes.

The key market risks to which the Company is exposed are:
Market price risk; and
Interest rate risk.

Market price risk
Market price risk arises from uncertainty about the future prices and valuations
of financial instruments. It represents the potential loss that the Company
might suffer through market price movements in respect of quoted investments and
through changes in the fair value of unquoted investments.

At 28 February 2011, the AIM-quoted portfolio was valued at £291,000 (2010:
£263,000).

At 28 February 2011, the unquoted portfolio was valued at £16,530,000 (2010:
£15,007,000).

As many of the Company's unquoted investments are valued using revenue or
earnings multiples of comparable companies or sectors, a fall in share prices
generally would impact on the valuation of the unquoted portfolio.

The sensitivity analysis for unquoted valuations above assumes that each of the
sub categories of financial instruments (ordinary shares, preference shares and
loan stocks) held by the Company produces an overall movement of 10%.
Shareholders should note that equal correlation between these sub categories is
unlikely to be the case in reality, particularly in the case of loan stock
instruments. Where share prices are falling, the equity instrument could fall in
value before the loan stock instrument. It is not considered practical to assess
the sensitivity of the loan stock instruments to market price risk in isolation.

Interest rate risk
The Company is exposed to interest rate risk on floating-rate financial assets
through the effect of changes in prevailing interest rates.  The Company
receives interest on its cash deposits at a rate agreed with its bankers and on
liquidity funds at rates based on the underlying investments. Investments in
loan stock and fixed interest investments attract interest predominately at
fixed rates.  A summary of the interest rate profile of the Company's
investments is shown below.

There are three categories in respect of interest which are attributable to the
financial instruments held by the Company as follows:
"Fixed rate" assets represent investments with predetermined yield targets and
comprise certain loan note investments and Preference Shares.
"Floating rate" assets predominantly bear interest at rates linked to Bank of
England base rate or LIBOR and comprise cash at bank and liquidity fund
investments and certain loan note investments.
"No interest rate" assets do not attract interest and comprise equity
investments, certain loan note investments, loans and receivables (excluding
cash at bank) and other financial liabilities.

Credit risk
Credit risk is the risk that a counterparty to a financial instrument is unable
to discharge a commitment to the Company made under that instrument. The Company
is exposed to credit risk through its holdings of loan stock in investee
companies, investments in liquidity funds, cash deposits and debtors.  Credit
risk relating to loan stock investee companies is considered to be part of
market risk.

The Manager manages credit risk in respect of loan stock with a similar approach
as described under 'Market risks' above. Similarly, the management of credit
risk associated with interest, dividends and other receivables is covered within
the investment management procedures.

Credit risk in respect of investments in liquidity funds is minimised by
investing in AAA-rated funds.

Cash is mainly held by Bank of Scotland plc and Royal Bank of Scotland plc, both
of which are A-rated financial institutions and both also ultimately part-owned
by the UK Government.  Consequently, the Directors consider that the risk
profile associated with cash deposits is low.

There have been no changes in fair value during the year that are directly
attributable to changes in credit risk.

Liquidity risk
Liquidity risk is the risk that the Company encounters difficulties in meeting
obligations associated with its financial liabilities. Liquidity risk may also
arise from either the inability to sell financial instruments when required at
their fair values or from the inability to generate cash inflows as required.
The Company maintains a relatively low level of creditors (£295,000 at 28
February 2011 excluding unallotted share capital) and has no borrowings. Also,
liquidity funds and some quoted investments held by the Company are considered
to be readily realisable.  The Company always holds sufficient levels of funds
as cash and readily realisable investments in order to meet expenses and other
cash outflows as required.  For these reasons, the Board believes that the
Company's exposure to liquidity risk is minimal.

The Company's liquidity risk is managed by the Investment Manager in line with
guidance agreed with the Board and is reviewed by the Board at regular
intervals.

Notes to the Accounts (continued)
for year ended 28 February 2011

5. Post balance sheet events
Between 18 March 2011 and the date of this report the Company issued 10,489,428
Ordinary Shares for consideration of 90.6p per share. The aggregate nominal
amount for the shares was £170,000 and the aggregate consideration for the
shares was £9,504,000. Share issue costs thereon amounted to £520,000.

In May 2011, the Company realised its investment in Steak Media Limited in a
sale to Japanese media agency network Dentsu. The disposal resulted in an
initial profit over cost, with the possibility of further earnout proceeds in
the three years following the sale.

6. Controlling party and related party transactions
In the opinion of the Directors there is no immediate or ultimate controlling
party.

Beringea LLP, of which Malcolm Moss is a partner, acted as promoter for the
Linked 'D' Share Offer and the Ordinary Share Top-up Offer launched in November
2009.  Beringea LLP received 5.5% of the gross proceeds of the offers, out of
which it paid the costs of the offers including initial commissions. The fees in
the year amounted to £153,000 on the 'D' Share Offer and £41,000 on the Ordinary
Share Offer. No issue costs were due or outstanding at the year end.

Beringea LLP also acted as promoter to the Ordinary Share Offer for subscription
launched in December 2010.  Beringea LLP receives 5.5% of the gross proceeds of
the offer, out of which it must pay the costs of the offer including initial
commissions.

Beringea LLP was also the investment manager during the year. The total fees
relating to this service, together with performance incentive fees due in the
year under the agreement, amounted to £525,000  (2010: £665,000) (all inclusive
of VAT), of which £150,000 (2010: £121,000) was outstanding at the year end.

Nicholas Lewis is a director of Downing Management Services Limited, which
provides administration services to the Company. During the year £49,000 (2010:
£46,000) (inclusive of VAT) was due to Downing Management Services Limited in
respect of these services of which £12,000 (2010: £12,000) remained outstanding
at the year end.

At the previous year end of 28 February 2010 Malcolm Moss, Nicholas Lewis and
Andrew Davison were each directors of the Company and also of ProVen VCT plc.
 At that date Proven VCT plc owed £910,000 to ProVen Growth & Income VCT plc in
respect of subscription monies for 'D' Shares and Ordinary Shares. This amount
was included within other debtors.

ANNOUNCEMENT BASED ON AUDITED ACCOUNTS
The  financial information set out in  this announcement does not constitute the
Company's  statutory  financial  statements  in  accordance  with  section  434
Companies  Act 2006 for the year ended  28 February 2011, but has been extracted
from  the statutory  financial statements  for the  year ended 28 February 2011
which  were  approved  by  the  Board  of  Directors on 30 June 2011 and will be
delivered  to the Registrar  of Companies.  The  Independent Auditor's Report on
those  financial statements was unqualified and  did not contain any emphasis of
matter nor statements under s 498(2) and (3) of the Companies Act 2006.

The  statutory accounts for the year  ended 28 February 2010 have been delivered
to  the Registrar of Companies and received an Independent Auditors report which
was  unqualified and did not contain any emphasis of matter nor statements under
s 498(2) and (3) of the Companies Act 2006.

A copy of the full annual report and financial statements for the year ended 28
February 2011 will be printed and posted to shareholders shortly. Copies will
also be available to the public at the registered office of the Company at 39
Earlham Street, London WC2H 9LT and will be available for download from
www.provenvcts.co.uk and www.downing.co.uk








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Source: Proven Growth & Income VCT plc via Thomson Reuters ONE

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