RNS Number : 2901M
Baronsmead Venture Trust PLC
11 June 2025
Baronsmead Venture Trust plc
Half-yearly report for the six months ended 31 March 2025
The Directors of Baronsmead Venture Trust plc are pleased to announce the unaudited half-yearly financial report for the six months to 31 March 2025. Copies of the half-yearly report can be obtained from the following website: www.baronsmeadvcts.co.uk.
Our investment objective
· Baronsmead Venture Trust plc (the "Company") is a tax efficient listed company which aims to achieve long-term positive investment returns for private investors, including tax-free dividends.
Investment policy1
· To invest primarily in a diverse portfolio of UK growth businesses, whether unquoted or traded on the Alternative Investment Market ("AIM").
· Investments are made selectively across a range of sectors in companies that have the potential to grow and enhance their value.
Dividend policy2
· The Board will, wherever possible, seek to pay two dividends to shareholders in each financial year, typically an interim dividend in September and a final dividend following the Annual General Meeting in February/March.
· The Board will use, as a guide, when setting the dividends for a financial year, a sum representing 7 per cent of the opening net asset value of that financial year.
1. This is a summary of the Company's investment policy that is set out on page 2 of the Company's Annual Report and Financial Statements for the year ended 30 September 2024.
2. This is a summary of the Company's dividend policy that is set out on page 2 of the Company's Annual Report and Financial Statements for the year ended 30 September 2024.
Key elements of the business model
Access to an attractive, diverse portfolio
The Company gives shareholders access to a diverse portfolio of growth businesses.
The Company will make investments in growth businesses, whether unquoted or traded on AIM, which are substantially based in the UK in accordance with the prevailing VCT legislation. Investments are made selectively across a range of sectors.
The Manager's approach to investing
The Manager endeavours to select the best opportunities and applies a distinctive selection criteria based on:
· Primarily investing in parts of the economy which are experiencing long term structural growth.
· Businesses that demonstrate, or have the potential for, market leadership in their niche.
· Management teams that can develop and deliver profitable and sustainable growth.
· Companies with the potential to become an attractive asset appealing to a range of buyers at the appropriate time to sell.
In order to ensure a strong pipeline of opportunities, the Manager invests in building deep sector knowledge and networks and undertakes significant proactive marketing to target companies in preferred sectors. This approach generates a network of potentially suitable businesses with which the Manager maintains a relationship ahead of possible investment opportunities.
The Manager as an influential shareholder
The Manager is an engaged and supportive shareholder (on behalf of the Company) in both unquoted and significant quoted investments.
For unquoted investments, representatives of the Manager often join the investee board.
The role of the Manager with investees is to ensure that strategy is clear, the business plan can be implemented and the management resources are in place to deliver profitable growth. The aim is to build on the business model and grow the company into an attractive target which can be sold or potentially floated in the medium term.
A more detailed explanation of how the business model is applied is provided in the Other Matters section of the Strategic Report on pages 28 to 31 in the Company's Annual Report and Financial Statements for the year ended 30 September 2024.
Financial highlights
394.1p Net Asset Value total return1 (as at 31 March 2025)
Net Asset Value ("NAV") total return to shareholders for every 100.0p invested at launch (April 1998).
March 2024 - 410.8p
September 2024 - 421.5p
March 2025 - 394.1p
£20.3mn Funds raised (six months to 31 March 2025)
£20.3mn raised in the period (before costs); and a further £4.7mn raised (before costs) since the period end.
March 2024 - £25.0mn (six months to March)
September 2024 - £25.0mn (twelve months to September)
March 2025* - £20.3mn (six months to 31 March)
*includes amounts allotted on 3 April 2025.
-6.4% Change in net asset value per share1,2 (six months to 31 March 2025)
NAV per share decreased 6.4 per cent to 49.4p, before the deduction of dividends, in the six months to 31 March 2025.
March 2024 - 55.1p
September 2024 - 52.8p
March 2025* - 49.4p
*Excludes interim dividend of 1.75p
£3.6mn New investments3 (six months to 31 March 2025)
Investments made into two new and nine follow-on opportunities during the period. (Unquoted: £2.8mn, Quoted: £0.8mn).
March 2024 - £7.0mn (six months to March)
September 2024 - £7mn (six months to March); £13.0mn (twelve months to September)
March 2025 - £3.6mn (six months to March)
1. Alternative Performance Measures ("APM")/Key Performance Indicators ("KPIs") - please refer to glossary on page 29 of the full Half-yearly Report for definitions.
2. Please refer to table on page 6 of the full Half-yearly Report for breakdown of NAV per share movement.
3. Direct investments only - please refer to glossary on page 29 of the full Half-yearly Report for definitions.
Chair's statement
The decline of 3.4p per share (6.4 per cent) in the Company's net asset value (NAV) over the six months to 31 March 2025 to 49.4p per share, though disappointing, was not representative of the underlying resilience of many of the Company's investee companies. This can be seen in the recovery in the value of many of the listed investments after the period end and the increase in NAV to 51.9p per share by 31 May 2025.
The inauguration of President Trump in January of this year has heralded a period of heightened global economic and political uncertainty. Additionally, global financial markets reacted to the prospect of global trade disputes. Consequently, the Company's NAV declined by 2.8p per share in the 3 months to 31 March 2025, being 82 per cent of the decline in NAV over the period under review with further detail on this set out in the section below.
It is likely that further macroeconomic and geopolitical headwinds will continue. However, your Board continues to believe that, in aggregate, the fundamentals of the underlying portfolio companies are still robust and the Company's investment policy of having a combination of unquoted and listed assets support a more consistent total return to shareholders over the medium to long term. Having said that, it is in the nature of VCT qualifying investments that some portfolio companies will continue to require more capital to scale and generate value. In addition, the Board is working with the Manager to continue its focus on improving and sustaining unquoted performance which we know has been an issue for shareholders. The Board is alert to wider issues around performance fees in the VCT sector over the last twelve months.
Results
During the six months to 31 March 2025, the Company's NAV per share decreased 6.4 per cent from 52.8p to 49.4p after the payment of the final dividend of 2.0p per share on 17 March 2025. Between 31 December 2024 and 31 March 2025, the Company's net asset value (NAV) declined 2.8p per share from 52.2p per share to 49.4p per share. This representing 82 per cent of the 3.4p per share decline in the Company's NAV over the 6 months to 31 March 2025.
The table below breaks down the quarterly movement in NAV over the 6 months to 31 March 2025.
Pence per ordinary share
NAV as at 1 October 2024(after deducting the final dividend of 2.0p)
52.8
Valuation decrease (1.1 per cent)
(0.6)
NAV as at 31 December 2024(after deducting the final dividend of 2.0p)
52.2
Valuation decrease (5.3 per cent)
(2.8)
NAV as at 31 March 2025
49.4
Dividends
The Board has declared an interim dividend of 1.75p per share to be paid on 8 September 2025 to shareholders on the register as of 8 August 2025. The Board is aware that dividends are an important part of the total return to the shareholders' investment in the Company. As such, the Board is aiming to achieve its dividend policy objective of an annual yield of 7.0 per cent based on the NAV at the beginning of the financial year. I must of course remind shareholders this is not a guarantee and that payment dates and the amount of future dividends depend on the level and timing of profitable realisations.
Portfolio review
The table below provides a summary of each asset class and the return generated during the period under review.
Asset class
NAV* (£mn)
% of NAV*
Number of investee companies
% return in the period‡
Unquoted
53
27
47
(0)
AIM- traded companies
59
30
40
(13)
WS Gresham House Equity Funds†
59
31
74
(6)
Liquid assets#
24
12
N/A
2
Total
195
100
161
(6)
* By value at 31 March 2025.
‡ Return includes interest received on unquoted realisations during the period
† Excludes investee companies with holdings by more than one fund.
# Represents cash, OEICs and net current assets. % return in the period relates only to the cash liquidity funds.
The value of the unquoted portfolio remained flat for the six months to 31 March 2025. 35 per cent of the portfolio registered an increase in value during the period, 35 per cent remained flat and 30 per cent registered reductions in value. The main drivers of positive movements in value were the investments in CitySwift and Panthera Biopartners, with both showing good trading momentum and increases in revenue during the period. The main detractors from performance were the investments in Orri, despite further funding, and Huma Therapeutics, with both facing difficult trading conditions and reduced revenues. The Manager continues to focus on improving and sustaining unquoted performance.
The value of the Company's portfolio of investments directly held in AIM-traded companies decreased 12.8 per cent in the six months to 31 March 2025. The value of the Company's investments into the WS Gresham House UK Micro Cap Fund decreased by 3.5 per cent and the WS Gresham House UK Smaller Companies Fund decreased by 8.9 per cent compared to the IA UK Smaller Companies sector which decreased by 9.1 per cent. The Company's investment in the WS Gresham House UK Multi Cap Income Fund decreased by 9.4 per cent in the period compared to the IA UK Equity Income sector that decreased by 0.1 per cent. This was as a result of the volatility of global financial markets since the beginning of the year as well as some domestic issues such as the increase in employers' national insurance contributions. It is encouraging to note, however, that during the period, over 80 per cent of the trading update announcements made by companies within the WS Gresham House Equity Funds portfolios were either in line or ahead of expectations.
Despite the continued volatility in listed markets experienced immediately after the period end, I am pleased to report that after that the Company's portfolio of AIM traded companies increased by 4.7 per cent in the month to 30 April 2025. This was subsequently followed up with a further increase of 5.9 per cent in the month to 31 May 2025.
Investments
In the six months to 31 March 2025, the Company made two new unquoted investments totalling £1.5mn and nine follow-on investments with a combined value of £2.1mn as follows:
· Mobility Mojo (unquoted) - a disability access assessment platform (£0.5mn)
· Much Better Adventures (unquoted) - a marketplace offering exclusive guided and bespoke global travel experiences (£0.5mn)
The Company also made nine follow-on investments with a combined value of £2.1m during the period under review.
Realisations
In the listed portfolio, the Manager continued to take profits from partial sales of the Company's holdings of Cerillion and SEEEN resulting in proceeds of £0.1mn and £0.2mn respectively, and gross money multiples of 25.7x and 0.2x of original cost. There were also partial realisations of MXC Capital, following a tender offer, and Crossword Cybersecurity following it entering administration during the period.
There were no realisations in the unquoted portfolio during the period.
Fundraising
In the 2024/25 tax year, the Company successfully raised £20.3mn (before costs) through an offer for subscription. The Board decided to extend the offer into the 2025/26 tax year in April 2025 with a further £0.9mn being allotted on 1 May 2025 and an additional £3.8mn having been subscribed since then. A fourth and final allotment is expected to take place on or around 3 July 2025. The Directors want to welcome the 803 new shareholders who invested for the first time and also thank the 560 existing shareholders who continue to support the Company.
The Board will consider whether to raise additional funds in the 2025/26 tax year. This will be determined by the Company's cashflow, the overall balance of the Company's portfolio, and its anticipated requirements and opportunities to fund new and follow-on investments over the next two to three years. The Board appreciates that shareholders would like plenty of notice of its fundraising intentions and will ensure that shareholders are informed of the Board's intention to raise new funds, as soon as it becomes practical.
Succession planning
Isabel Dolan stepped down from the Board in January 2025. The Board would like to thank her for her support and insight as the Chair of the Company's Audit Committee and wish her every success for the future.
Following a comprehensive search, I am pleased to inform shareholders that immediately following the period end the Company announced the appointment of two new directors.
David Melvin brings a wealth of experience with over 30 years in investment banking and private equity and will take over the role of Chair of the Audit Committee.
Mandeep Singh is an experienced founder, CEO, Non-Executive Director, and investor with expertise, and a proven track record, in scaling tech businesses.
Share price discount and buy back policies
The Board intends to continue with the policy of seeking to maintain a share price discount to NAV of 5 per cent and to buy back shares at that level from time to time with the objective of maintaining liquidity in the market for its existing shares. To that end it will also sell shares out of Treasury in certain circumstances. The day-to-day management of these policies is undertaken by the Manager on behalf of the Board and are subject to the prevailing market circumstances and on the basis that the Company has adequate resources to make new and follow-on investments and pay dividends to shareholders.
Outlook
The period since 31 March has seen the implementation of many of the policies brought in by the new Labour government in the Autumn Budget which, together with the almost daily developments regarding the imposition and then retraction of trade tariffs by the US Government has created much uncertainty and global financial volatility.
Whilst the ever-changing landscape makes it very hard to predict the implications for the medium to long term, the immediate impact is highly volatile financial markets and material uncertainty. Unsurprisingly, consumer and business confidence both domestically and globally is likely to have been materially damaged and could take a significant amount of time to repair. The Board expects that this elevated macroeconomic and geopolitical uncertainty will continue to impact our investments beyond the risks that would normally be associated with investing in smaller companies. Added to this, the exit environment remains subdued in comparison to recent years.
However, as outlined above the Company's portfolio remains highly diversified and the hybrid nature of our investment portfolio helps to mitigate those uncertainties. In addition, it is largely positioned in sectors which the Manager expects to provide long-term growth potential operating as many of them do in the UK domestic market.
We remain committed to investing through the economic cycle as experience suggests that this can produce superior returns over the longer term. This can also provide an opportunity for the Company to make high quality investments and build strategic stakes in businesses with exciting potential at good prices. This applies to both new investments and follow-on investments in the portfolio. The Manager continues to see a good pipeline of potential investments and we remain confident that the Manager is suitably positioned to provide the necessary levels of support to the portfolio companies and remains focused on retaining, recovering and helping to grow value in existing and future investee companies.
Fiona Miller Smith
Chair
10 June 2025
Investments in the period
Company
Location
Sector
Activity
Book cost £'000
Unquoted investments New
Gentianes Solutions Ltd (trading as Much Better Adventures)
Bristol
Consumer markets
Adventure travel marketplace
1,052
Mobility Mojo (UK) Ltd
Dublin
Technology
Provider of software to evaluate the accessibility of building environments
459
Follow-on
SecureCloud+ Ltd
Berkshire
Technology
Defence and public sector IT systems
470
Orri Ltd
London
Healthcare & education
Provider of intensive day care treatments for eating disorders
249
Branchspace Ltd
London
Technology
Specialist digital retailing consultancy and software provider to the aviation and travel industry
220
RevLifter Ltd
London
Technology
AI platform using advanced behavioural analytics to deliver tailored promotions to users
168
Counting Ltd
London
Business services
Banking and accounting software for small businesses
117
Focal Point Positioning Ltd
Cambridgeshire
Technology
Research and development focused technology business focusing on global navigation and satellite systems
90
Total unquoted investments
2,825
AIM-traded investments
Follow-on
IXICO plc
London
Healthcare & education
Provides technology enabled services to the biopharmaceutical industry worldwide
473
SEEEN plc#
London
Technology
A video technology business
148
Oberon Investments Group plc
London
Business services
Wealth advisory service for individuals and businesses
146
Total AIM-traded investments
767
Total investments in the period*
3,592
# Investment into unquoted convertible loan note
* Includes unquoted and AIM investments only
Realisations in the period
Company
First investment date
Original book cost# £'000
Proceeds‡ £'000
Overall multiple return (x)
IRR (%)
Unquoted realisations
MXC Capital Ltd
Tender offer
May 15
52
24
0.5
-
Total unquoted realisations
52
24
AIM-traded realisations
SEEEN plc
Market sale
Sep 19
716
176
0.2
-
Cerillion plc
Market sale
Nov 15
2
44
25.7
41.3
Crossword Cybersecurity plc*
Written off
July 21
2,144
-
-
-
Total AIM - traded realisations
2,862
220
Total realisations in the period**
2,914
244
# Residual book cost at realisation date.
‡ Proceeds at time of realisation including interest.
* Only equity written off. Convertible loan note still held.
** Includes unquoted and AIM investments only.
Responsibility statement of the Directors in respect of the half-yearly report
Half-yearly report
The important events that have occurred during the period under review, the key factors influencing the financial statements and the principal uncertainties for the remaining six months of the financial year are set out in the Chair's statement and the Strategic report.
The principal risks facing the Company are unchanged since the date of the Company's Annual Report for the financial year ended 30 September 2024 and continue to be as set out in that Report on pages 22 and 23.
Risks faced by the Company include but are not limited to; loss of approval as a Venture Capital Trust, legislative risk, investment performance risk, risk of economic, political and other external factors, regulatory and compliance risk and operational risk. The Board considers the conflicts in Ukraine and the Middle East to be factors which permeate these risks, and their impacts for the remaining six months of the year continue to be kept under review.
Responsibility statement
Each Director confirms that to the best of their knowledge:
· the condensed set of financial statements has been prepared in accordance with FRS 104 Interim Financial Reporting Standards and gives a true and fair view of the assets, liabilities, financial position and profit or loss of the Company.
· This half-yearly report includes a fair review of the information required by:
a) DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and
b) DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the Company during that period; and any changes in the related party transactions described in the last annual report that could do so.
The half-yearly report was approved by the Board of Directors on 10 June 2025 and was signed on its behalf by Ms Fiona Miller Smith, Chair.
Fiona Miller Smith
Chair
10 June 2025
Financial Statements
Condensed income statement
For the six months to 31 March 2025 (Unaudited)
Six months to 31 March 2025
Six months to 31 March 2024
Year to 30 September 2024
Notes
Revenue £'000
Capital £'000
Total £'000
Revenue £'000
Capital £'000
Total £'000
Revenue £'000
Capital £'000
Total £'000
(Losses)/gains on investments
5
-
(13,492)
(13,492)
-
7,423
7,423
-
14,023
14,023
Income
1,799
-
1,799
2,051
-
2,051
3,572
-
3,572
Investment management fee
(444)
(1,330)
(1,774)
(417)
(1,250)
(1,667)
(900)
(2,699)
(3,599)
Other expenses
(360)
-
(360)
(383)
-
(383)
(701)
-
(701)
Profit/(loss) before taxation
995
(14,822)
(13,827)
1,251
6,173
7,424
1,971
11,324
13,295
Taxation
-
-
-
-
-
-
-
-
-
Profit/(loss) for the period, being the total comprehensive income for the period
995
(14,822)
(13,827)
1,251
6,173
7,424
1,971
11,324
13,295
Return per ordinary share:
Basic and Diluted
2
0.26p
(3.83p)
(3.57p)
0.35p
1.72p
2.07p
0.53p
3.03p
3.56p
All items in the above statement derive from continuing operations.
There are no recognised gains and losses other than those disclosed in the Income Statement.
The revenue column of the Income Statement includes all income and expenses. The capital column accounts for the realised and unrealised profit or loss on investments and the proportion of the management fee charged to capital.
The total column of this statement is the unaudited Statement of Total Comprehensive Income of the Company prepared in accordance with the Financial Reporting Standard ("FRS"). The supplementary revenue return and capital return columns are prepared in accordance with the Statement of Recommended Practice issued by the Association of Investment Companies ("AIC SORP").
Condensed statement of changes in equity
For the six months to 31 March 2025 (Unaudited)
Non-distributable reserves
Distributable reserves
Called-up share capital £'000
Share premium £'000
Revaluation reserve £'000
Capital reserve* £'000
Revenue reserve £'000
Total £'000
At 1 October 2024
42,446
20,036
30,853
115,215
3,633
212,183
(Loss)/profit after taxation
-
-
(10,920)
(3,902)
995
(13,827)
Net proceeds of share issues, share buybacks & sale of shares from treasury
1,627
6,804
-
(4,128)
-
4,303
Dividends paid
-
-
-
(6,506)
(1,148)
(7,654)
At 31 March 2025
44,073
26,840
19,933
100,679
3,480
195,005
For the six months to 31 March 2024 (Unaudited)
Non-distributable reserves
Distributable reserves
Called-up share capital £'000
Share premium £'000
Revaluation reserve £'000
Capital Reserve* £'000
Revenue reserve £'000
Total £'000
At 1 October 2023
38,162
-
20,357
133,959
2,414
194,892
Profit after taxation
-
-
5,358
815
1,251
7,424
Net proceeds of share issues, share buybacks & sale of shares from treasury
4,284
20,036
-
(2,037)
-
22,283
Dividends paid
-
-
-
(8,749)
(364)
(9,113)
Share premium cancellation costs
-
-
-
(4)
-
(4)
At 31 March 2024
42,446
20,036
25,715
123,984
3,301
215,482
For the year ended 30 September 2024 (Audited)
Non-distributable reserves
Distributable reserves
Total £'000
Called-up share capital £'000
Share premium £'000
Revaluation Reserve £'000
Capital Reserve* £'000
Revenue reserve £'000
At 1 October 2023
38,162
-
20,357
133,959
2,414
194,892
Profit after taxation
-
-
10,496
828
1,971
13,295
Net proceeds of share issues, share buybacks & sale of shares from treasury
4,284
20,036
-
(4,414)
-
19,906
Dividends paid
-
-
-
(15,154)
(752)
(15,906)
Share premium cancellation costs
-
-
-
(4)
-
(4)
At 30 September 2024
42,446
20,036
30,853
115,215
3,633
212,183
*Of the distributable reserves noted above £52,069,000 (September 2024: £52,069,000 March 2024: £79,384,000) is not available for dividend distribution due to HMRC VCT rules.
Condensed balance sheet
As at 31 March 2025 (Unaudited
Notes
As at 31 March 2025 £'000
As at 31 March 2024 £'000
As at 30 September 2024 £'000
Fixed assets
Unquoted investments
5
53,411
51,050
51,226
Traded on AIM
5
58,332
62,336
65,966
Collective investment vehicles
5
83,084
91,445
95,060
Investments
5
194,827
204,831
212,252
Current assets
Debtors
524
11,574
463
Cash at bank and on deposit
691
649
752
1,215
12,223
1,215
Creditors (amounts falling due within one year)
(1,037)
(1,572)
(1,284)
Net current assets/(liabilities)
178
10,651
(69)
Net assets
195,005
215,482
212,183
Capital and reserves
Called-up share capital
3
44,073
42,446
42,446
Share premium
26,840
20,036
20,036
Capital reserve
100,679
123,984
115,215
Revaluation reserve
5
19,933
25,715
30,853
Revenue reserve
3,480
3,301
3,633
Equity shareholders' funds
195,005
215,482
212,183
Net asset value per share
49.35p
55.07p
54.84p
Number of ordinary shares in circulation
395,120,875
391,292,410
386,878,657
Statement of cash flows
For the six months to 31 March 2025 (Unaudited)
Six months to 31 March 2025 £'000
Six months to 31 March 2024 £'000
Year to 30 September 2024 £'000
Cash flows from operating activities
Investment income received
1,069
949
1,963
Deposit interest received
4
17
38
Investment management fees paid
(1,981)
(1,758)
(3,523)
Other cash payments
(418)
(379)
(626)
Net cash outflow from operating activities
(1,326)
(1,171)
(2,148)
Cash flows from investing activities
Purchases of investments
(13,072)
(19,526)
(34,994)
Disposals of investments
17,672
18,053
33,246
Net cash outflow from investing activities
4,600
(1,473)
(1,748)
Financing activities
Gross proceeds of share issues
8,646
13,948
25,000
Gross proceeds from sale of shares from treasury
-
8
8
Gross cost of share buybacks
(4,037)
(1,114)
(4,007)
Costs of share issues
(271)
(1,075)
(1,075)
Costs of share buybacks
(18)
(20)
(31)
Equity dividends paid
(7,654)
(9,113)
(15,906)
Other costs charged to capital
(1)
(21)
(21)
Net cash (outflow)/inflow from financing activities
(3,335)
2,613
3,968
(Decrease)/increase in cash
(61)
(31)
72
Reconciliation of net cash flow to movement in net cash
(Decrease)/increase in cash
(61)
(31)
72
Opening cash at bank and on deposit
752
680
680
Closing cash at bank and on deposit
691
649
752
Reconciliation of profit before taxation to net cash outflow from operating activities
(Loss)/profit before taxation
(13,827)
7,424
13,295
Losses/(gains) on investments
13,492
(7,423)
(14,023)
Income reinvested
(667)
(986)
(1,322)
Increase in debtors
(61)
(315)
(255)
(Decrease)/increase in creditors
(263)
129
157
Net cash outflow from operating activities
(1,326)
(1,171)
(2,148)
Notes to the financial statements
For the six months to 31 March 2025 (Unaudited)
1. Basis of preparation
The condensed financial statements for the six months to 31 March 2025 comprise the unaudited financial statements set out on pages 15 to 18 together with the related notes on pages 19 to 22 of the full Half-Yearly Report. The Company applies FRS 102 and the AIC SORP for its annual financial statements. The condensed financial statements for the six months to 31 March 2025 have therefore been prepared in accordance with FRS 104 'Interim Financial Reporting' and the principles of the AIC SORP. They have been prepared on a going concern basis. The financial statements have been prepared on the same basis as the accounting policies set out in the Company's Annual Report and Financial Statements for the year ended 30 September 2024.
The financial information contained in this half-yearly report does not constitute statutory accounts as defined in sections 434 - 436 of the Companies Act 2006. The half-yearly report for the six months ended 31 March 2025 and for the six months ended 31 March 2024 have been neither audited nor reviewed by the Company's Auditor. The information for the year to 30 September 2024 has been extracted from the latest published audited financial statements, which have been filed with the Registrar of Companies. The report of the Auditor for the audited financial statements for the year to 30 September 2024 was: (i) unqualified; (ii) did not include a reference to any matters to which the Auditor drew attention by way of emphasis without qualifying their report; and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006. No statutory accounts in respect of any period after 30 September 2024 have been reported on by the Company's Auditor or delivered to the Registrar of Companies.
The Company's half yearly report has been made available on the Company's website (www.baronsmeadvcts.co.uk) and sent to shareholders where requested.
2. Performance and shareholder returns
Return per share is based on a weighted average of 387,160,562 ordinary shares in issue (31 March 2024 - 358,163,251 ordinary shares; 30 September 2024 - 373,425,403 ordinary shares).
Earnings for the first six months to 31 March 2025 should not be taken as a guide to the results of the full financial year to 30 September 2025.
3. Called-up share capital
Allotted, called-up and fully paid:
Ordinary shares
£'000
424,464,819 ordinary shares of 10p each listed at 30 September 2024
42,446
16,271,660 ordinary shares of 10p each issued during the period
1,627
440,736,479 ordinary shares of 10p each listed at 31 March 2025
44,073
37,586,162 ordinary shares of 10p each held in treasury at 30 September 2024
(3,758)
8,029,442 ordinary shares of 10p each repurchased during the period and held in treasury
(803)
45,615,604 ordinary shares of 10p each held in treasury at 31 March 2025
(4,561)
395,120,875 ordinary shares of 10p each in circulation* at 31 March 2025
39,512
*Carrying one vote each.
During the six months to 31 March 2025, the Company issued 16,271,660 shares at net proceeds of £8,375,000 (after costs). During the same period, the Company purchased 8,029,442 shares to be held in treasury at a cost of £4,072,000. The Company sold no shares from treasury. At 31 March 2025 the Company held 45,615,604 ordinary shares in treasury. Shares may be sold out of treasury below Net Asset Value as long as the discount at issue is narrower than the average discount at which the shares were bought into treasury.
Excluding treasury shares, there were 395,120,875 ordinary shares in issue at 31 March 2025 (31 March 2024 - 391,292,410 ordinary shares; 30 September 2024 - 386,878,657 ordinary shares).
4. Dividends
The final dividend for the year ended 30 September 2024 of 2.00p per share (1.70p capital, 0.30p revenue) was paid on 17 March 2025 to shareholders on the register on 14 February 2025. The ex-dividend date was 13 February 2025.
During the year to 30 September 2024, the Company paid an interim dividend on 9 September 2024 of 1.75p per share (1.65p capital, 0.10p revenue).
An interim dividend of 1.75p per share has been declared for the year to 30 September 2025 and is payable on 8 September 2025 to shareholders on the register as of 8 August 2025. The ex dividend date is 7 August 2025.
5. Investments
All investments are initially recognised and subsequently measured at fair value. Changes in fair value are recognised in the Income Statement.
The methods of fair value measurement are classified into a hierarchy based on reliability of the information used to determine the valuation.
· Level 1 - Fair value is measured based on quoted prices in an active market.
· Level 2 - Fair value is measured based on directly observable current market prices or indirectly being derived from market prices.
· Level 3 - Fair value is measured using a valuation technique that is not based on data from an observable market.
The valuation of unquoted investments contained within level 3 of the Fair Value hierarchy involves key assumptions dependent upon the valuation methodology used. The primary methodologies applied are:
· Cost of recent investment.
· Multiple basis.
· Offer less 10 per cent.
The multiple basis approach involves more subjective inputs than the cost of recent investment and offer approaches and therefore presents a greater risk of over or under estimation. Key assumptions for the multiple basis approach are the selection of comparable companies and the use of either historic or forecast revenue or earnings, as considered most appropriate. Other assumptions include the appropriateness of the discount magnitude applied for reduced liquidity and other qualitative factors. These assumptions are described in more detail in note 2.3 in the Company's Report and Financial Statements for the year to 30 September 2024. The techniques used in the valuation of unquoted investments have not changed materially since the date of that Report.
Level 1
Level 2
Level 3
Traded on AIM £'000
Unquoted £'000
Collective investment vehicles £'000
Unquoted £'000
Total £'000
Opening book cost
50,718
-
72,986
57,695
181,399
Opening unrealised appreciation/(depreciation)
15,248
-
22,074
(6,469)
30,853
Opening fair value
65,966
-
95,060
51,226
212,252
Movements in the period:
Transfer between levels
(3,734)
1,230
-
2,504
-
Purchases at cost
619
-
10,147
2,973
13,739
Sale - proceeds
(220)
-
(17,428)
(24)
(17,672)
Sale - realised gains/(losses)
(80)
-
(342)
24
(398)
Unrealised (losses)/gains realised during the period
(2,561)
-
449
(62)
(2,174)
Decrease in unrealised appreciation
(1,658)
(829)
(4,802)
(3,631)
(10,920)
Closing fair value
58,332
401
83,084
53,010
194,827
Closing book cost
44,742
1,230
65,812
63,110
174,894
Closing unrealised appreciation/(depreciation)
13,590
(829)
17,272
(10,100)
19,933
Closing fair value
58,332
401
83,084
53,010
194,827
Equity shares
58,332
401
-
6,478
65,211
Preference shares
-
-
-
37,380
37,380
Loan notes
-
-
-
9,152
9,152
Collective investment vehicles
-
-
83,084
-
83,084
Closing fair value
58,332
401
83,084
53,010
194,827
In the 6 months ending 31 March 2025, two investments held, I-nexus Global plc and Merit Group plc previously Level 1 were transferred to Level 3 following their delistings from AIM.
One investment held, Scholium Group plc previously level 1 was transferred to level 2 as it is now being priced using JP Jenkins, a platform for trading unlisted assets, following its delisting from AIM.
Two investments held, Fulcrum Utility Services Ltd and LoopUp Group plc previously level 3 following their delistings from AIM were transferred to Level 2 as they are now being priced using JP Jenkins, a platform for trading unlisted assets.
6. Other required disclosures
6.1 Segmental reporting
The Company has one reportable segment being investing in primarily a portfolio of UK growth businesses, whether unquoted, traded on AIM or collective investment vehicles.
6.2 Principal risks and uncertainties
The Company's financial instruments consist of equity and fixed interest investments, shares in collective investment schemes, cash balances and liquid resources. Its principal risks are therefore market risk, price risk, credit risk and liquidity risk. Other risks faced by the Company include loss of approval as a Venture Capital Trust, legislative, investment performance, economic, political and other external factors, regulatory and compliance and operational risks. These risks, and the way in which they are managed, are described in more detail in the principal risks and uncertainties table within the Strategic report section in the Company's Report and Financial Statements for the year to 30 September 2024. The Board continues to regularly review the risk environment in which the Company operates.
6.3 Related parties
Gresham House Asset Management Ltd (the "Manager") manages the investments of the Company. The Manager also provides or procures the provision of secretarial, administrative and custodian services to the Company. Under the management agreement, the Manager receives a fee of 2.0 per cent per annum of the net assets of the Company. This is described in more detail under the heading 'The management agreement' within the Strategic Report in the Company's Annual Report and Financial Statements for the year to 30 September 2024.
During the period, the Company incurred the following fees payable to the Manager:
Six months to 31 March 2025 £'000
Six months to 31 March 2024 £'000
Year to 30 September 2024 £'000
Management fees
1,774
1,667
3,599
Secretarial and accounting fees
83
83
164
Performance fees
-
-
-
The performance fee is described in more detail under the heading 'Performance fees' within the Strategic Report in the Company's Annual Report and Financial Statements for the year to 30 September 2024.
Under the terms of an Offer for Subscription, launched on 13 January 2025, the Manager was entitled to fees of 4.50% of the investment amount received from investors. This amount totalled £214,000 out of which all the costs associated with the allotments were met.
6.4 Going concern
After making enquiries, and bearing in mind the nature of the Company's business and assets, the Directors consider that the Company has adequate resources to continue in operational existence for the foreseeable future. In arriving at this conclusion, the Directors have considered the Company's cash balances, the liquidity of the Company's investments and the absence of any gearing. The Directors are therefore also satisfied that the Company has adequate financial resources to continue in operation for at least the next 12 months and that, accordingly, it is appropriate to adopt the going concern basis in preparing the financial statements.
6.5 Post balance sheet events
The following events occurred between the balance sheet date and the signing of these financial statements:
· The 30 April 2025 NAV of 50.1p was announced on 7 May 2025 and the 31 May 2025 NAV of 51.9p was announced on 5 June 2025. At the date of publishing this report, the Board is unaware of any matter that will have caused the NAV per share to have changed significantly since the latest NAV.
· Issued 21.8mn Ordinary Shares of 10.0p on 3 April 2025 at an average price of 53.6p per share.
· Issued 1.9mn Ordinary Shares of 10.0p on 1 May 2025 at an average price of 51.1p per share.
· Three new investments, into Penfold Technology, Spinners and Nu Quantum, completed between April and May 2025, totalling £2.9mn.
· One follow-on investment, into Airfinity, completed in April 2025, totalling £0.4mn.
· Totally plc announced on 6 June 2025 their intention to appoint administrators and requested a suspension of trading in the company's shares with immediate effect.
Corporate Information
Directors Fiona Miller Smith (Chair)† Michael Probin††Δ David Melvin* (appointed 1 April 2025) Mandeep Singh (appointed 1 April 2025) Secretary Gresham House Asset Management Ltd Registered Office 5 New Street Square London EC4A 3TW Investment Manager Gresham House Asset Management Ltd 5 New Street Square London EC4A 3TW Tel: 020 7382 0999 Registered Number 03504214 Registrars and Transfer Office The City Partnership (UK) Ltd The Mending Rooms Park Valley Mills Meltham Road Huddersfield HD4 7BH Tel: 01484 240 910
Brokers Panmure Liberum Limited Ropemaker Place, Level 12, 25 Ropemaker Street, London, EC2Y 9LY Tel: 020 3100 2000 Auditor BDO LLP 55 Baker Street London W1U 7EU Solicitors Howard Kennedy LLP 1 London Bridge London SE1 9BG VCT Status Adviser PricewaterhouseCoopers LLP 1 Embankment Place London WC2N 6RH Website www.baronsmeadvcts.co.uk
† Chair of the Nomination Committee
†† Chair of the Management Engagement and Remuneration Committee
∆ Senior Independent Director
* Chair of the Audit Committee
LEI: 213800VQ1PQHOJXDDQ88
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