Final Results

    Final Results
             



DOWNING PROTECTED VCT II PLC
FINAL RESULTS FOR THE YEAR ENDED 31 JANUARY 2008

FINANCIAL HIGHLIGHTS

                                            31 Jan 2008   31 Jan 2007
                                                  Pence         Pence
Net asset value per Ordinary share                 96.5          95.8
Cumulative  distributions   per   Ordinary          2.5           1.0
share
Total return per Ordinary share                    99.0          96.8


CHAIRMAN'S STATEMENT
I am pleased to present the third Annual Report of Downing  Protected
VCT II plc.  The Company has now successfully completed its investing
phase and is now focussed on seeking exits from investments in  order
to be able to return funds to Shareholders.

Venture capital investments
The  Company  made  three  qualifying  investments  during  the  year
totalling £2.6  million.  This  took  the Company  VCT  qualification
percentage to 76.1 %  at the year-end, comfortably  in excess of  the
required  level  for  the  Company  to  have  70%  of  its  funds  in
VCT-Qualifying investments at that date.

The new investments are spread across a variety of sectors  (leisure,
residential   property    contracting   and    commercial    property
contracting), such that the Company's final VCT-Qualifying  portfolio
is reasonably diversified, while  remaining within the parameters  of
investing in business which can provide asset backing.

As I have mentioned in  previous reports, the Investment Manager  has
seen  a  number  of   good  quality  non-VCT  Qualifying   investment
opportunities which can  often provide  higher yields  than gilts  or
listed corporate bonds  with no  significant increase  in risk.   The
Company made five such investments (including a partly non-qualifying
investment) during the year at a total cost of £2.1 million.

The Board has reviewed the valuation  of the investments at the  year
end.  Generally  investments have  been performing  to plan  and  the
Board has concluded that  it is appropriate to  continue to hold  all
investments at valuations equivalent to cost.

Fixed interest investments
During the year, the Company sold  all of its remaining listed  fixed
interest investments,  giving  rise to  a  loss during  the  year  of
£21,000.  The funds  raised were employed  in the non-VCT  Qualifying
investments described above.

Net Asset Value
At 31 January 2008, the Company's Net Asset Value per share ("NAV")
stood at 96.5p, a rise of 2.2p (2.3%) against the NAV at 31 January
2007 after adjusting for the dividend of 1.5p per share paid during
the year.

Results and dividend
The return on ordinary activities for the year after taxation was
£215,000 (2007: £113,000) comprising a revenue return of £236,000 and
a capital loss of £21,000.

The Board is proposing to pay a dividend of 2.0p per share on 31 July
2008 to Shareholders on the register at the close of business on 11
July 2008.

Articles of Association
At the forthcoming AGM, the Board will seek Shareholder approval to
update the Company's Articles of Association. Resolution 7, which is
a special resolution, proposes the adoption of new Articles of
Association which incorporate a number of changes which are required
as a result of the implementation of the Companies Act 2006.

The Board recommends Shareholders vote for Resolution 7 as, in the
Board's opinion, the proposed changes are in the best interests of
Shareholders.

Annual General Meeting
The Directors have decided to hold the Company's third AGM at Hoole
Hall near Chester, a property owned by one of the Company's
investments.  Full details of the address are in the notice to the
meeting.  The meeting will take place at 2.15 pm on 30 July 2008.

Two item of special business, seeking approval for the Company to be
able to buy its own shares and to adopt the new Articles of
Association as described above, will be proposed.

Future
The Investment Manager is now working with all investee companies to
seek exits from the investments.  It is too early to be able to
accurately determine when all exits will be achieved, but the Manager
is confident that sufficient realisations can take place over the
coming months to allow a substantial dividend to be paid before the
end of September 2008.

The Company's original prospectus targeted paying proceeds of £1 per
share to Shareholders by the end of the Company's sixth year (27 June
2011).  The Board is optimistic that the investment portfolio can be
liquidated significantly ahead of that schedule.

Having reviewed potential cash flows that Shareholders might receive,
it is clear that it is in best interests of Shareholders to receive
funds from the Company as early as possible.  To this end, the Board
has set a target timetable for the distribution of funds to
Shareholders as follows:

Target date
Distribution per share
30 September 2008                                          50.0p
31 January 2009                                               25.0p
30 June 2009
Remaining funds

The above timetable is not a forecast and the Investment Manager is
giving no guarantee that it can be achieved, but believes it to be
realistic.

Share buybacks
In order to provide liquidity for forced sellers of shares, the
Company has a policy of buying in any shares that become available in
the market for cancellation.  A special resolution to renew the
authority for Directors to buy in shares for cancellation is proposed
for the forthcoming AGM.  No shares were acquired during the year.

In order that the process of realising investments and distributing
the proceeds to Shareholders can take place in an orderly manner, the
Board has decided that provision should be made for the maximum
amount of performance incentive fees that could be payable, as well
as a 10% discount against NAV, in determining the price at which any
share buybacks are undertaken.  This currently equates to
approximately a 20% discount to NAV.

This discount is significantly higher than would normally be applied,
but following discussions with the Manager, the Board believes this
is essential to ensure that the Company has the best chance of
meeting the target timetable for distributions set out above.

Outlook
The reverberations of the "credit crunch" have been felt widely and
have changed the climate for both investors and borrowers.  Although
this may make the task of liquidating the Company's portfolio more
challenging than it would otherwise have been, the Board and Manager
are confident that the structure of the Company's investments will
allow exits to be achieved to support the target timetable for
distributions.

Hugh Gillespie
Chairman

INCOME STATEMENT
for the year ended 31 January 2008

              Year ended 31 January 2008   Year ended 31 January 2007

               Revenue   Capital   Total    Revenue   Capital   Total
                 £'000     £'000   £'000      £'000     £'000   £'000

Income             569         -     569        480         -     480

Losses on            -      (21)    (21)          -      (68)    (68)
investments

                   569      (21)     548        480      (68)     412

Investment        (97)         -    (97)       (97)         -    (97)
management
fees

Other            (136)         -   (136)      (131)         -   (131)
expenses

Return on
ordinary           336      (21)     315        252      (68)     184
activities
before tax

Tax on           (100)         -   (100)       (71)         -    (71)
ordinary
activities

Return
attributable       236      (21)     215        181      (68)     113
to equity
shareholders

Return per        2.3p    (0.2p)    2.1p       1.8p    (0.7p)    1.1p
share


All Revenue and Capital items in the above statement derive from
continuing operations.

A Statement of Total Recognised Gains and Losses has not been
prepared as all gains and losses are recognised in the Income
Statement noted above.

RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS

                                         Year ended        Year ended
                                    31 January 2008   31 January 2007
                                              £'000             £'000

Opening shareholders' funds                   9,718             9,732
Purchase of own shares                            -              (25)
Cancellation of prior year share                  4                 -
buyback
Total recognised gains for the year             215               113
Dividends paid                                (152)             (102)

Closing shareholders' funds                   9,785             9,718



BALANCE SHEET
as at 31 January 2008

                                                     2008        2007
                                              £'000 £'000 £'000 £'000
Fixed assets
Unquoted investments                                9,211       5,870
Listed fixed income investments                         -       2,882
Total investments                                   9,211       8,752

Current Assets
Debtors                                         142         113
Cash at bank and in hand                        636       1,043
                                                778       1,156

Creditors: amounts falling due within one     (184)       (170)
year

Net current assets                                    594         986

Net assets less current liabilities                 9,805       9,738

Creditors: amounts falling due after more            (20)        (20)
than one year

Net assets                                          9,785       9,718


Capital and reserves
Called up share capital                               101         101
Capital redemption reserve                              1           1
Special reserve                                     9,506       9,502
Capital reserve - unrealised                            -        (75)
Capital reserve - realised                           (89)           7
Revenue reserve                                       266         182

Total equity shareholders' funds                    9,785       9,718

Net asset value per Ordinary share                  96.5p       95.8p




CASH FLOW STATEMENT
for the year ended 31 January 2008

                                             Year          Year
                                            ended         ended
                                      31 Jan 2008   31 Jan 2007
                                            £'000         £'000

Net cash inflow from operating activities     291           227

Taxation
Corporation tax paid                         (70)          (43)

Capital expenditure
Purchase of investments                   (4,710)       (6,435)
Proceeds from disposal of investments       4,230         1,357
Net cash outflow from capital expenditure   (480)       (5,078)

Equity dividends paid                       (152)         (102)

Net cash outflow before financing           (411)       (4,996)

Financing
Repurchase of shares                            4          (25)
Net cash inflow/(outflow) from financing        4          (25)

Decrease in cash                            (407)       (5,021)



PORTFOLIO OF INVESTMENTS
The following investments, all of which are incorporated in England
and Wales, were held at 31 January 2008:

                                                Valuation
                                                movement
                            Cost   Valuation      in year        % of
                           £'000       £'000        £'000   portfolio
Qualifying Venture
capital investments
Cymbal Contracting         1,450       1,450            -       14.7%
Limited
Hoole Hall Country Club    1,375       1,375            -       13.9%
Limited *
Ebury Contracting Limited  1,000       1,000            -       10.2%
Ebury Contracting (South   1,000       1,000            -       10.2%
East) Limited
Liongold Contracting       1,000       1,000            -       10.2%
Limited
Nu Nu plc                  1,000       1,000            -       10.2%
Chapel Contractors           460         460            -        4.6%
Limited
Downing Office Villages      251         251            -        2.6%
Contractor Limited
Honeycombe Pubs VCT          218         218            -        2.2%
Limited

Non-Qualifying
investments
Vermont Developments         500         500            -        5.1%
Limited
Heyford Homes (Thornton      377         377            -        3.8%
Hall) Limited
Coastal Partnerships         330         330            -        3.3%
Limited
Sanguine Hospitality         250         250            -        2.5%
Limited

                           9,211       9,211            -       93.5%

Cash at bank and in hand                 636                     6.5%

Total investments                      9,847                   100.0%

* partly non-qualifying

NOTES

1.              Return per share
Revenue return per ordinary share is  based on the net revenue  after
taxation of  £236,000 (2007:   £181,000),  in respect  of  10,143,848
(2007: 10,153,602) ordinary shares, being the weighted average number
of ordinary shares in issue during the year.

Capital return per ordinary  share is based on  the net capital  loss
for the  financial year  of £21,000  (2007: £68,000),  in respect  of
10,143,848 (2007:  10,153,602) ordinary  shares, being  the  weighted
average number of ordinary shares in issue during the year.

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

2.              Net asset value per ordinary share

                                      2008                       2007
                   Net asset                  Net asset
                       value                      value
                   per share     Net asset    per share     Net asset
                                     value                      value
                       Pence         £'000        Pence         £'000

Ordinary                96.5         9,785         95.8         9,718
shares


Net asset value per ordinary share is based on net assets at the year
end, and on 10,143,848 (2007: 10,138,848) ordinary shares, being  the
number of ordinary shares in issue at the year end.


Announcement based on audited accounts
The financial  information  set out  in  this announcement  does  not
constitute the Company's statutory financial statements in accordance
with section 434  Companies Act 2006  for the year  ended 31  January
2008, but has been extracted from the statutory financial  statements
for the year ended 31 January 2008, which were approved by the  Board
of Directors on 29 May 2008 and will be delivered to the Registrar of
Companies  following  the  Company's  Annual  General  Meeting.   The
Independent  Auditor's  Report  on  those  financial  statements  was
unqualified and did not contain any emphasis of matter nor statements
under s498 (2) and (3) of the Companies Act 2006.

The statutory accounts for the year  ended 31 January 2007 have  been
delivered to the Registrar of  Companies and received an  Independent
Auditors report  which  was  unqualified  and  did  not  contain  any
emphasis of  matter  nor  statements  under S237(2)  or  (3)  of  the
Companies Act 1985.

A copy of  the full annual  report and financial  statements for  the
year ended 31 January 2008 will be printed and posted to shareholders
shortly.  Copies  will  also  be  available  to  the  public  at  the
registered office  of  the  Company  at  Kings  Scholars  House,  230
Vauxhall Bridge  Road, London  SW1V  1AU and  will be  available  for
download from www.downing.co.uk.

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