REG - Baronsmead Venture - Annual Financial Report
23/12/2025 07:00
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RNS Number : 5634M Baronsmead Venture Trust PLC 23 December 2025
Baronsmead Venture Trust plc
Annual Report and Audited Financial Statements
for the year ended 30 September 2025
The Directors of Baronsmead Venture Trust plc are pleased to announce the
Annual Financial Report for the year ended 30 September 2025. The Annual
Report and Financial Statements can be obtained from the following website:
www.baronsmeadvcts.co.uk (http://www.baronsmeadvcts.co.uk)
Financial Highlights
· Net Asset Value ("NAV") total return of 428.5p (as at 30 September
2025) to shareholders for every 100.0p invested at launch (April 1998).
· NAV per share increased 1.5 per cent to 53.6p, before the
deduction of dividends, for the 12 months to 30 September 2025.
· Annual tax free dividend yield of 7.1 per cent based on 3.75p
dividends paid (including proposed final dividend of 2.00p) and opening NAV of
52.8p.
· £10.1mn net investments (12 months to 30 September 2025) made into
six new and fourteen follow-on investments in 19 companies.
· Realisation proceeds of £11.4mn and gain of £1.6mn, for the 12
months to 30 September 2025.
· Total net assets under management of £216.7mn as at 30 September
2025.
Investment policy
Baronsmead Venture Trust plc's ("the Company") investment policy is to invest
primarily in a diverse portfolio of UK growth businesses, whether unquoted or
traded on AIM, which are substantially based in the UK, although many of
these investees may have some trade overseas.
Investments are made selectively across a range of sectors in companies that
have the potential to grow and enhance their value and which will diversify
the portfolio.
The Company will make investments in accordance with the prevailing VCT
legislation which places restrictions, inter alia, on the type and age of
investee companies as well as the maximum amount of investment that such
investee companies may receive.
Investment securities
The Company invests in a range of securities including, but not limited to,
ordinary and preference shares, loan stocks, convertible securities, and
permitted non-qualifying investments as well as cash. Unquoted investments are
usually structured as a combination of ordinary shares and loan stocks or
preference shares, while AIM-traded investments are primarily held in ordinary
shares. No single investment may represent more than 15 per cent at the time
of investment (by VCT value) of the Company's total investments.
Liquidity
Pending investment in VCT qualifying investments, the Company's cash and
liquid funds are held in permitted non-qualifying investments.
Investment style
Investments are selected in the expectation that the application of private
equity disciplines, including active management of the investments, will
enhance value and enable profits to be realised on the sale of investments.
Co-investment
The Company typically invests alongside Baronsmead Second Venture Trust plc in
unquoted and quoted companies sourced by the Manager. Following the Manager's
acquisition of the Gresham House VCTs in September 2021, the Company now also
co-invests alongside the Gresham House VCTs in new unquoted VCT qualifying
investments. All new qualifying AIM dealflow will continue to be exclusively
allocated between the
Company and Baronsmead Second Venture Trust plc.
As detailed in the Management retention section of the Strategic Report in the
full Annual Report and Accounts, the Manager's staff and portfolio consultants
are entitled to invest in unquoted investments alongside the Company. This
arrangement is in line with current practice of private equity houses and its
objective is to attract, recruit, retain and incentivise the Manager's team
and is made on terms which align the interests of shareholders and the
Manager.
Borrowing powers
Should it be required, the Company's policy is to use borrowing for short term
liquidity purposes only up to a maximum of 25 per cent of the Company's gross
assets, as permitted by the Company's Articles of Association.
Investment objective
The Company is a tax efficient listed company which aims to achieve long-term
positive investment returns for private investors, including tax-free
dividends.
Dividend policy
The Board will decide the annual dividends each year and the level of the
dividends will depend on investment performance, the level of realised
returns and available liquidity. The dividend policy guidelines below are not
binding and the Board retains the ability to pay higher or lower dividends
relevant to prevailing circumstances and actual realisations. However, the
Board confirms the following two guidelines that shape its dividend policy:
· The Board will, wherever possible, seek to pay two dividends to
shareholders in each calendar year, typically an interim in September and a
final dividend following the AGM in February/March; and
· 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.
About Baronsmead Venture Trust Plc
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 Company invests alongside other VCTs managed or advised by Gresham House
enabling the pooling of capital to create a larger, more meaningful
shareholding in the target company. This collective investment not only
strengthens the financial support available to the business but also enhances
the Manager's ability to influence strategic direction through greater board
representation and voting power. It also typically enables more constructive
engagement with management, improved governance oversight, and a clearer
alignment of interests, ultimately supporting stronger long-term outcomes for
both investors and the company.
The Manager's approach to investing
Gresham House Asset Management Ltd ("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 intention 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.
CHAIR'S STATEMENT
Introduction
I am pleased to report a second successive year of headline growth in the
Company's Net Asset Value ('NAV'), despite the significant loss of value at
the interim stage. This was as a result of an increase in the value of the
unquoted portfolio and a recovery in the value of the AIM listed portfolio in
the second half of the year.
The Company's NAV per share increased by 0.78p (an increase of 1.5 per cent),
from 52.84p to 53.62p, over the twelve months to 30 September 2025. This is
before accounting for the interim dividend of 1.75p per share paid on 8
September 2025.
The Board has declared a final dividend of 2.0p per share payable in March
2026, subject to shareholder approval. When combined with the interim dividend
of 1.75p paid in September 2025, the yield on the Company's shares will have
been 7.1 per cent, in accordance with the Company's dividend policy.
Listening to shareholders
Although we are encouraged by this second year of growth in Net Asset Value
and the exit activity set out later in this report, the Board recognises that
there needs to be a sustained improvement in investment performance to recover
the loss of value suffered in previous years. To that end, during the year,
the Boards of both Baronsmead VCTs have been working with the Manager to agree
a range of strategic and operational performance indicators which we will use
to continually hold the Manager accountable. Further details are provided in
the Report of the Management Engagement and Remuneration Committee. We will
report on progress against these performance indicators in future reports.
The Board is also attuned to shareholder concerns on fees, particularly
performance fees, across the broad VCT sector. In the case of performance
fees, no such fees have been paid by BVT in this period and were such fees to
become payable by the Company in future periods, any performance fee is capped
at 5 per cent of NAV.
Budget
In her Budget Statement of 26 November 2025, the Chancellor announced a
significant expansion of the Enterprise Investment Scheme ('EIS') and Venture
Capital Trust ('VCT') investment limits. She also announced a reduction in the
upfront tax relief available on investments in new VCT shares from 30 per cent
to 20 per cent. These changes are due to come into effect from 6 April 2026
and are described in more detail below. We welcome the expansion of the
investment limits which will mean more companies will benefit from EIS and VCT
investment and will also allow VCTs to follow on more of their investments for
longer. However, it remains to be seen how much the reduction in the upfront
tax relief constrains the VCT industry's ability to raise new funds and
benefit from the expansion of the investment limits.
Results
The Company's Net Asset Value per share decreased by 3.4p per share in the
six-month period to 31 March 2025, before rebounding and increasing 4.2p per
share in the six months to 30 September 2025. This performance reflects the
difficulties faced by smaller UK companies given the continued fragility of
the UK macroeconomic environment as well as uncertainties that followed the
announcement of President Trump's 'Liberation Day' tariffs at the beginning of
April earlier this year.
The increase in the Company's Net Asset Value is primarily attributable to the
positive performance of its unquoted investment portfolio, which increased 6.6
per cent in value during the second half of the period. Having decreased in
value by 12.8 per cent at the interim stage, the Company's AIM listed
portfolio also recovered significantly in the second half of the period
recording a decrease of 1.9 per cent over the year.
The table below shows the movement in Net Asset Value over the year.
Pence per ordinary share
NAV as at 1 October 2024 (after final dividend) 52.84
Valuation increase (1.5 per cent) 0.78
NAV as at 30 September 2025 before dividends 53.62
Less:
Interim dividend paid on 8 September 2025 (1.75)
Proposed final dividend of 2.0p payable, after shareholder approval, on 24 (2.00)
March 2026
Illustrative NAV as at 30 September 2025 after proposed dividend 49.87
· The final dividend is payable on 24 March 2026, subject to
shareholder approval
Portfolio Review
At 30 September 2025, the Company's AIM listed and unquoted investment
portfolios were valued at £118.1 million and comprised a diverse portfolio of
44 direct investments in AIM-listed companies and 39 direct investments in
unquoted companies.
The Company's investments in three Gresham House Equity Funds were valued at
£65.5 million at 30 September. During the year, the Company invested £5.0
million in Strategic Equity Capital plc, a UK smaller companies focused
Investment Trust also managed by Gresham House. More information is available
in the Manager's review in the full Annual Report. These four investments
provide further diversity through indirect investments in an additional 79
companies.
The performance on the unquoted portfolio has improved in the last twelve
months which included the successful divestment from Panthera Biopartners,
where the Company received proceeds of £9.5 million and a 3x money multiple
on cost, and there are a number of further potential exits being negotiated by
the Company's Manager. Despite difficult trading conditions the Company's
unquoted investment portfolio increased 6.6 per cent.
The Company's portfolio of AIM-listed and other listed investments decreased
by 1.9 per cent during the year. This compares to the FTSE AIM All Share Index
which increased by 5.8 per cent over the same period. However, as noted above
there was a significant recovery in the value of this portfolio in the second
half of the period with significant gains in The Property Franchise Group plc
and Netcall plc. The Manager's review on pages 11 to 14 of the full Annual
Report and Accounts provides more detail.
Investments and Divestments
Your Board is once again pleased to report that the Manager continues to see
attractive opportunities for investment. During the year, the Company deployed
a total of £10.1 million in 19 companies with £5.2 million being invested in
new portfolio companies and £4.9 million in follow-on investments. Further
details of these investments are included in the Manager's review on pages 11
to 14 of the full Annual Report and Accounts but highlights include:
· £1.6 million invested in Nu Quantum, a developer of quantum
networking hardware that is used to scale quantum computing systems by
interconnecting multiple quantum processors
· £1.2 million invested in Much Better Adventures which is an
online travel operator specialising in creating 'unique' adventure trips for
travellers
As we have communicated to shareholders previously, the requirement to make
investments in earlier stage companies may result in the need for multiple
funding rounds and greater volatility of returns over time. However, the more
mature, established portfolio of existing investments in both quoted and
unquoted companies should assist in sustaining returns and dividends for
shareholders as the new portfolio develops and grows.
As well as the divestment of Panthera in the unquoted portfolio mentioned
above, the Company also successfully exited Inspired plc in the AIM portfolio,
receiving proceeds of £1.5 million and a 2.6x money multiple on cost. We
recognise that we will need more successes like Panthera and have been
challenging the Manager to deliver more successful realisations in the coming
year.
Dividends
The Board is pleased to declare a final dividend of 2.00p per share for the
year to 30 September 2025. This will be payable on 24 March 2026, subject to
shareholder approval. An interim dividend of 1.75p per share was paid in
September and means that the total dividends for the year are 3.75p. Thus,
once again, the Board is pleased to have paid or declared dividends
representing a yield 7.1 per cent yield based on the opening Net Asset Value
of 52.8p, in line with its dividend policy objective.
Following a review of dividend payment practices, the Board is considering
phasing out the payment of dividends by cheque. Should this occur, a phased
transition will take place and shareholders who receive their dividends by
cheque will receive communications from the Company's Registrar, City
Partnership (UK) Ltd, on the process for transitioning to bank payments.
Principle Risks and Uncertainties
The Company faces a number of risks and uncertainties including macro-economic
and geopolitical uncertainties. The outlook for the UK economy in particular
as well as factors influencing the global economy including political
uncertainties and armed conflicts can influence UK government policies,
corporate spending and investment plans and consumer confidence. These factors
provide a significant source of risk for our existing investment portfolio as
well as the number and quality of future investment opportunities for future.
The Company seeks to mitigate these risks by investing in a diverse portfolio
of VCT qualifying companies which operate in different sectors and which have
different stages of maturity. Further detail on the Risks and Uncertainties
faced by the Company are set out in the full Annual Report and Accounts.
FCA regulations - Private Markets Valuation Practices review
The Company's portfolio valuation methodology has continued to be applied
consistently and in line with IPEV guidelines. The Board regularly considers
comparable performance of other VCTs as well as strategic and regulatory
announcements which may impact the wider VCT market. The Board and Gresham
House noted the findings of the FCA's Private Markets Valuation Practices
review issued in March 2025. Following this, Gresham House undertook a review
of valuation practices applied to the VCTs portfolio of investments, the
results of which were presented to the Board for review. The Board was assured
by the results of the internal review noting that overall Gresham House
demonstrated a sound and well-structured valuation process, underpinned by
professional judgement and appropriate external assurance. Gresham House also
took the opportunity to implement some minor enhancements to align more
closely with the FCA's recommendations.
Autumn Budget 2025
The government is increasing the EIS and VCT limits as follows to allow
investors to follow-on as companies grow beyond the start-up phase:
A. double the annual VCT and EIS company investment limit to £10 million,
and £20 million for Knowledge Intensive Companies (KICs);
B. double the lifetime company investment limit to £24 million, and £40
million for KICs; and
C. the gross assets test will increase to £30 million before share issue,
and £35 million after.
To 'better balance' the amount of upfront tax relief offered by VCTs compared
to the EIS, the government is reducing the upfront VCT Income Tax relief from
30 per cent to 20 per cent. However, with the proposed 2 per cent increase in
the tax on dividends, we note that the value of tax-free dividends to VCT
shareholders is enhanced. Over the medium to longer term this will lessen the
impact of the reduction in upfront income tax relief.
These changes are due to come into effect from 6 April 2026 through the
2025/2026 Finance Bill.
Fundraising & Share price discount management
The Company has established various policies aimed at providing shareholders
long-term investment returns as well as financial planning opportunities.
These include the Company's dividend policy as noted above, the share price
discount management and associated share buy-back policies as well as regular
new fundraisings.
Fundraising
The Company successfully raised £25 million during the year. We would like to
extend thanks to our existing shareholders for their continued support, and we
warmly welcome our new shareholders.
Following this, on 4 September 2025, the Company announced its intention to
fundraise an additional £15 million in new funds in the 2025/26 tax year with
an additional £10 million over allotment facility in a joint offer for
subscription alongside our sister VCT, Baronsmead Second Venture Trust plc.
The first allotment was on 20 November 2025 and raised £5.0 million, with
further allotments due in January, February and April 2026.
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. More details regarding the number of shares bought in and out of
Treasury during the year can be found in the Director's report in the full
Annual Report and Accounts.
Annual General Meeting ("AGM")
The Company intends to hold the next AGM on 19 March 2026. Shareholders are
invited to attend the Baronsmead Venture Trust plc AGM at 10.30am which will
be followed by the Manager's presentation at 11.30am, which will include case
studies as well as a Q&A session. This will be followed by lunch.
This year's AGM will again provide shareholders opportunities to engage with
the Board and the Manager and I would encourage as many shareholders as
possible to attend. Please see the inside cover for more details and how to
register. Registration details will also be included in the Notice of AGM and
on the Baronsmead Venture Trust website.
Outlook
The risks to the global economy continue to be exacerbated by geopolitical
instability and the unpredictability of the US Government's tariff policy.
Confidence remains subdued, businesses have become more cautious, and neither
is expected to improve quickly, given the UK's fiscal and political
challenges.
The unquoted portfolio companies, which are predominantly young and
early-stage in nature, may feel the impacts of any further economic disruption
more than their more mature counterparts. The Board has also been encouraged
by the focus of the newly recruited head of the Portfolio Team on value
creation and exit strategies for portfolio companies. The Board is hopeful
that the portfolio performance will continue to improve.
Past experience of investing throughout the cycle, provided that appropriate
targets can be sourced, suggests that this volatile period could also provide
an opportunity for the Company to source and make high quality investments
whilst building strategic stakes in existing portfolio businesses with
significant potential for the future.
The Manager continues to identify pockets of innovation and technological
development such as Fintech, AI, digital health and quantum computing
technology.
Following a somewhat subdued exit environment in recent years there are
positive signs of increased acquisitions activity. The Board welcomes the
increase in exit activity but remains conscious that the evergreen nature of
VCTs requires patient strategic choices to be made by the Manager to ensure
that long-term shareholder value is maximised.
The Board also welcomes the expansion of the VCT investment limits due to come
into effect from 6 April 2026. Over the coming years these changes will allow
the Company to continue to support portfolio companies for longer and benefit
from the increase in their value generated by earlier rounds of investment.
Less welcome is the reduction in the upfront income tax relief available to
investors in new VCT shares, which may present some challenges for the
Company's ability to raise new funds in the future. However, our current
fundraising, future realisations and access to capital through our investments
in the various Gresham House Equity Funds provide us with an opportunity for
attractive investment and future value for our shareholders.
Fiona Miller Smith
Chair
22 December 2025
MANAGER'S REVIEW
The evolving macroeconomic landscape has continued to present challenges for
the types of businesses eligible for VCT investment. The imposition of US
trade tariffs along with the increase in Employers' National Insurance
introduced by the UK Government during the year and the later than expected UK
budget all placed additional cost pressures on portfolio companies,
particularly in the second half. Despite these headwinds, it is encouraging
that the portfolio, which is well diversified, with exposure to over 160
quoted and unquoted companies, has delivered an increase in Net Asset Value
total return of 1.5 per cent over the year.
Portfolio review
Overview
The net assets of £217 million were invested as follows:
Asset class NAV % of Number of investees companies % return in the year**
(£mn) NAV*
Unquoted 54 25 39 7
AIM-traded companies 64 30 44 (2)
Collective Investment Vehicles*** 70 32 79 5
Liquid assets(♯) 29 13 N/A 4
Total 217 100 162 1
* By value as at 30 September 2025.
** Includes investee companies with holdings by more than one fund.
*** Excludes OEICs and 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 tables in the full Annual Report and Accounts show the breakdown of new
investments and realisations over the course of the year and below is a
commentary on some of the key highlights in both the unquoted and quoted
portfolios.
Investment activity - unquoted and quoted
The Company's investment strategy is primarily focused on companies operating
in parts of the economy that we believe are benefiting from long-term
structural growth trends and in sectors where we have deep expertise and
network. The amount of capital invested in each business is matched to the
scale, maturity and underlying risk profile of the company seeking investment.
During the year, there were 20 investments into 19 companies totalling £10.1
million. There were 6 new additions to the portfolio and 14 follow-on
investments made.
Six new unquoted investments were completed during the year, totalling £5.2
million.
· Mobility Mojo is a disability access assessment platform
· Gentianes Solutions Ltd (trading as Much Better Adventures) is an
online travel operator specialising in creating unique 'adventure' group trips
· Penfold Savings is a pension platform providing the infrastructure and
back- end administration for customers to manage and consolidate their
pensions
· Nu Quantum is a developer of quantum networking hardware that is
used to scale quantum computing systems by interconnecting multiple quantum
processors
· Spinners Group is a multi venue competitive socialising company,
offering customers activities such as darts, bowling and clay shooting
alongside food and drink
· Modo25 Limited (trading as AskBosco) is a digital advertising
agency and AI-powered software platform
There were no new quoted investments completed during the year.
The Company made fourteen additional investments totalling £4.9 million into
thirteen existing portfolio companies, 10 unquoted and 3 quoted, across the
year. This is consistent with the investment strategy of continuing to back
our high potential assets with further capital to support future growth. We
anticipate the level of follow-on investment will continue to grow as the
earlier stage portfolio continues to mature.
Investment diversification at 30 September 2025 by value
Sector*
Technology 65%
Healthcare & education 18%
Consumer markets 9%
Business services 8%
Total assets
Collective Investment Vehicles 32%
AIM 30%
Unquoted 25%
Cash liquidity funds 13%
Length of time investments held*
Pre-VCT rule change** 42%
Between 3 and 5 years 29%
Between 5 years and VCT rule change 13%
Between 1 and 3 years 11%
Less than 1 year 5%
* Direct investments only, not held by the Collective Investment Vehicles.
** Investments made prior to the VCT rule change that took effect from 18
November 2015.
Unquoted Portfolio
Performance
The unquoted portfolio increased in value by 6.6 per cent during the year
demonstrating resilience and achieving steady growth in valuations. These
results were achieved against a backdrop of continued global uncertainty with
market volatility heightened by the imposition of US trade tariffs and an
upcoming budget in the UK. Gresham House's experienced non-executive directors
and portfolio consultants continue to support the portfolio companies during
these turbulent times.
Panthera Biopartners and CitySwift were the two investments that made the
biggest positive contributions in the year. Panthera is a provider of
recruitment services for clinical trials and was divested in full during the
year following an M&A process, receiving £9.5 million and a money
multiple on cost of 3.1x. CitySwift is a SaaS platform for bus operators and
local authorities. The company secured significant new contracts during the
year, including one with Transport for London (TfL), and continued to
demonstrate consistent growth in earnings and cash flow.
The largest detractors from performance were TravelLocal and Orri. TravelLocal
struggled with challenges from macroeconomic pressures and emerging AI-driven
disruption within the travel sector. Orri underwent a period of operational
and structural change, focusing on stabilisation and cost control in an
attempt to build a path toward sustainable recovery.
As Investment Manager we remain highly engaged with the management teams
within the portfolio, sharing insight and best practice to help them both
manage risk and spot opportunities in a quickly changing environment. We have
continued to invest in our portfolio and in-house talent teams, which
alongside our extensive network of earlier stage, high growth company experts,
ensure we are well positioned to help the companies we invest in to navigate
the challenges they face whilst also continuing to develop and scale.
Divestments
Other than Panthera Biopartners, there were no other unquoted realisations
during the year. Our investments in Cisiv and Silkfred were written off at the
end of the year. The value of these investments had decreased in previous
years so the incremental impact to Net Asset Value per share during the period
was immaterial. In addition, our investments in Azarc and Mable Therapy were
also written off at the year end. A portion of the value of these investments
had also decreased in previous years. As is the nature of risk with growth
capital investing, the business models of these companies proved not to be
sufficiently viable in the current economic environment.
Quoted Portfolio
(AIM-traded investments)
Performance
Disappointingly, the quoted portfolio decreased 1.9 per cent during the year,
reflecting the ongoing elevated levels of geopolitical and macroeconomic
uncertainty in the markets but specifically reflected the impact of a
de-rating of the largest AIM investment Cerillion. For reference the AIM
market in the UK increased 5.8 per cent over the same period.
The largest detractors from performance were Cerillion and Bioventix.
Cerillion, the VCTs largest investment (8 per cent of Net Asset Value),
suffered from share price weakness as a result of the CEO, Louis Hall,
tendering a portion of his personal shareholding at a significant discount to
the prevailing share price during the year. Mr Hall continues to hold a
considerable shareholding (20.12 per cent) and the placing was significantly
oversubscribed with strong institutional support. The fundamental performance
of the business remains strong with substantial contract win momentum
delivered during the year and the Manager remains confident in the long-term
outlook. Bioventix suffered from share price weakness during the year driven
by disappointing earnings as a result of their core business facing challenges
in downstream markets, particularly in China.
The largest positive contributors to performance were Netcall and Property
Franchise Group. Netcall continued to execute successfully on its transition
to a cloud-based business model, with cloud services revenue and annual
contract value both rising strongly. Property Franchise Group, a property
management, sales, real estate investment and other related services company
also performed positively during the year posting record first half results in
2025.
Overall, the AIM portfolio remains in good financial health with the portfolio
delivering positive returns excluding the impact of Cerillion. We continue to
closely monitor our AIM portfolio with a rolling programme of reviews of top
AIM holdings and continue to be positive on the long-term investment prospects
of the majority of these companies. Many of the larger quoted investments have
been long-term holdings. These companies are typically profitable, cash
generative businesses with low levels of financial gearing and continue to
have attractive long-term growth prospects.
Divestments
There were two full realisations of note during the year, both corporate
actions, in Inspired and Science in Sport. Inspired accepted an all-cash
takeover offer from HGGC LLC. The Company received proceeds of £1.5 million
representing a 2.6x money multiple on cost. This represented a good outcome
for Baronsmead shareholders and demonstrated the effectiveness of the
Manager's proactive engaged investment strategy which through its combined
large shareholding, strong non-executive board and retained corporate finance
advisers were able to defend against an unwanted hostile takeover approach
attracting an alternative buyer at a much enhanced price. Science in Sport was
taken over by Einstein Bidco, with the Company receiving £0.2 million
representing a 0.6x money multiple on cost.
Our investment in Totally plc, a health care services provider, was written
off during the year following its delisting. The majority of the value of this
investment had decreased in previous years. Our investment in Crossword
Cybersecurity, a provider of cybersecurity solutions, has been substantially
written down during the period. The investment consisted of equity shares and
a convertible loan note. The equity shares were written off during the year
when the company entered into administration in November 2024. The convertible
loan investment has prudently been fully provided for although there remains
potential for some value recovery in due course through the administration
process.
Collective investment vehicles
The Company's investments in the WS Gresham House UK Micro Cap Fund ("Micro
Cap"), WS Gresham House UK Multi Cap Income Fund ("Multi Cap") and WS Gresham
House UK Smaller Companies Fund ("Small Cap") remain a core component of the
Company's portfolio construction. These investments provide shareholders with
additional diversification through exposure to an additional 79 underlying
companies, as well as access to the potential returns available from a larger
and more established group of companies that fall within the Manager's core
area of expertise.
Over the year, Small Cap and Micro Cap delivered positive returns of 3.2 per
cent and 9.5 per cent respectively, compared to the IA UK Smaller Companies
sector which returned 2.5 per cent. Multi Cap delivered a positive return of
2.3 per cent, compared to the IA UK Equity Income sector which returned 10.7
per cent. The long-term absolute and relative returns from each fund remain
strong although Multi Cap has lagged its sector in recent years largely due to
its small cap positioning during a period when larger cap UK companies have
outperformed their smaller peers materially.
During the final quarter of the year, the Company invested in Strategic Equity
Capital plc ("SEC"), a UK smaller companies focused Investment Trust managed
by Gresham House. SEC is actively manage and maintains a highly-concentrated
portfolio of 15-25 high-quality, dynamic UK smaller companies, each operating
in a niche market offering structural growth opportunities. The Company
invested £5 million at an average 7 per cent discount to the prevailing Net
Asset Value, after all potential conflicts had been assessed and cleared by
the Manager's Conflicts Committee and reviewed by the Board. The company's
share price was down 5 per cent since investment, and the discount widened to
13.3 per cent, as a result of the announcement of a tender offer for up to 100
per cent of its issued share capital. Its Net Asset Value Total Return for the
quarter was up 6.6 per cent significantly outperforming the FTSE Small Cap
Index (ex Investment Trusts) which decreased 0.1 per cent. This share price
discount has since recovered to 6.6 per cent in early December following the
successful conclusion of the tender offer process post period end.
Liquid assets (cash and near cash)
The Company had cash and liquidity OEICs of approximately £26.6 million at
the year-end. This asset class is conservatively managed to take minimal or no
capital risk. The average 7 day yield on the liquidity OEICs was c3.9 per cent
at the end of the year.
Budget
The Government's decision to increase VCT investment limits provides the VCT
with greater capacity to support portfolio companies at later stages of their
development. This enables us to follow high-performing businesses further on
their growth journey while maintaining appropriate portfolio balance. Although
the reduction in upfront income tax relief to 20% from April 2026 may
influence investor behaviour in future fundraising cycles, it does not affect
the fundamentals of our investment strategy. We remain focused on identifying
and backing scalable, high-growth companies where additional capital can
accelerate value creation and deliver attractive long-term returns for
shareholders.
Outlook
Macroeconomic uncertainty will continue to impact all sectors and businesses
to varying degrees. The UK economy remains sluggish with little improvement
evidenced during the latter half of the year. However, Gresham House continues
to believe this will present attractive opportunities for your Company which,
by its evergreen nature, has the advantage of being able to take a longer-term
view of both new and portfolio follow-on investments. Pockets of innovation
exist and technological developments such as fintech, AI, digital health and
quantum computing technology are sectors which Gresham House believe will
present growth opportunities for company equity value and investor returns.
The Company's portfolio contains investments in these areas and Gresham House
will continue to pursue additional opportunities supporting high quality
management teams who have a deep appreciation of their industries.
The knowledge and experience of our dedicated investment team will be
increasingly important for the foreseeable future as they support their
portfolio management teams in times of uncertain markets. In this respect,
Gresham House is well placed by having one of the largest and most experienced
teams in the industry. Despite this knowledge pool, the Manager is acutely
aware of the evolving risk profile of the pool of potential high quality VCT
investments which are increasingly commanding higher entry prices. Experience
has shown that successful growth capital investments can have longer hold
periods, whilst failures can materialise sooner impacting performance in the
medium-term.
Nevertheless, the portfolio as a whole remains well funded and is exhibiting
resilience. The varied portfolio, as a result of the hybrid nature of the
investment strategy, across a wide range of sectors, positions the Company to
take advantage of the long-term investment horizon of VCTs and affords Gresham
House the ability to choose the optimal time to exit an investment to maximise
shareholder value.
Gresham House Asset Management Ltd
Investment Manager
22 December 2025
Investments in the year
Investments in the year
Book
Cost
Company Location Sector Activity £'000
New
Unquoted investments
Nu Quantum Ltd Cambridge Technology Developing the components needed to interconnect quantum processors, enabling 1,625
the creation of distributed, scalable quantum computing systems
Gentianes Solutions Ltd Bristol Consumer markets Adventure travel marketplace 1,052
(trading as Much Better
Adventures)
Spinners Group Ltd Reading Consumer markets Offers customers playful twists on classic games including bowling, crazy 836
golf, and darts
Modo25 Ltd (trading as AskBosco) Leeds Business services Digital marketing services 836
Mobility Mojo (UK) Ltd Northamptonshire Technology Provider of software to evaluate the accessibility of building environments 459
Penfold Technology Ltd London Technology Pension platform that enables customers to manage and consolidate their 415
pensions
Total new investments 5,223
Follow-on
Unquoted investments
Patchworks Integration Ltd London Technology Leading integration platform for fast growing retail and ecommerce businesses 1,440
Orri Ltd London Healthcare & education Provider of intensive day care treatments for eating disorders 566
SecureCloud+ Ltd Berkshire Technology Defence and public sector IT systems 470
Scileads Ltd Belfast Technology A data-intelligence platform that enables companies operating within life 419
science
sector to identify, track and convert potential customers
Airfinity Ltd London Healthcare & education Provides real time life science intelligence as a subscription service 384
Branchspace Ltd London Technology Specialist digital retailing consultancy and software provider to the aviation 220
and travel
industry
Gentianes Solutions Ltd Bristol Consumer markets Adventure travel marketplace 171
(trading as Much Better
Adventures)
Revlifter Ltd London Technology AI platform using advanced behavioural analytics to deliver tailored 168
promotions
to users
Counting Ltd London Business services Banking and accounting software for small businesses 117
Inlights.IO Ltd Manchester Consumer markets A B2B personalisation technology business 94
(formerly Yappy Ltd)
Focal Point Positioning Ltd Cambridgeshire Technology Research and development technology business focusing on global navigation and 90
satellite systems
Total unquoted follow-on investments 4,139
Follow-on
AIM-traded investments
IXICO plc London Healthcare & education Provides technology enabled services to the biopharmaceutical industry 473
worldwide
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 follow-on investments 767
Total follow-on investments 4,906
Total investments in the year* 10,129
# Investments into unquoted convertible loan note
* includes unquoted and AIM investments only.
Realisations in the year
First Original
investment book cost# Overall
date £'000 Proceeds‡ multiple
£'000 return (x)
Company
Unquoted realisations
Panthera Biopartners Ltd Full trade sale Sep-20 3,081 9,472 3.1
MXC Capital Ltd Tender offer May-15 52 24 0.5
Cisiv Ltd Written off Oct-18 700 - -
Azarc.Io Inc Written off Dec-23 659 - -
Mable Therapy Ltd Written off Jul-23 670 - -
Silkfred Ltd Written off Aug-17 790 - -
Total unquoted realisations 5,952 9,496
AIM-traded realisations
Inspired plc Tender offer Nov-11 574 1,478 2.6
SEEEN plc Market sale Sep-19 716 176 0.2
Science in Sport plc Tender offer Nov-15 288 165 0.6
Cerillion plc Market sale Nov-15 2 44 19.6
Crossword Cybersecurity plc* Written off Jul-21 2,144 - -
Totally plc Written off Sep-15 70 - -
Total AIM-traded realisations 3,794 1,863
Total realisations in the year** 9,746 11,359
# 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
Final Dividend
Subject to shareholder approval at the AGM, a final dividend of 2.00p per
share will be paid on 24 March 2026 to shareholders on the register at 27
February 2026. The ex-dividend date will be 26 February 2026, and the last
date for registering DRIP instructions will be 3 March 2026.
Annual General Meeting
The AGM will be held on 19 March 2026 at Saddlers' Hall EC2V 6BR. There will
be a welcome reception at 10.00am. Shareholders are then invited to attend the
Baronsmead Venture Trust plc AGM at 10.30am which will be followed by the
Manager's presentation at 11.30am, which will include case studies as well as
a Q&A session. This will be followed by lunch.
The 2026 Notice of Annual General Meeting can be found on the Company's
website and will be posted to shareholders shortly.
Further Information
The Annual Report and Accounts for the year ended 30 September 2025 and the
2026 Notice of Annual General Meeting will both be available today on
www.baronsmeadvcts.co.uk (http://www.baronsmeadvcts.co.uk) .
The Annual Report will be submitted shortly in full unedited text to the
Financial Conduct Authority's National Storage Mechanism and will be available
for inspection at data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) in accordance with
DTR 6.3.5(1A) of the Financial Conduct Authority's Disclosure Guidance and
Transparency Rules.
LEI: 213800VQ1PQHOJXDDQ88
END
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