REG - Baronsmead Venture - Half-year Report
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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 (http://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 policy(1)
· 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 policy(2)
· 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 return(1) (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 share(1,2) (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 investments(3) (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 220
and travel industry
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
Focal Point Positioning Ltd Cambridgeshire Technology Research and development focused technology business focusing on global 90
navigation and satellite systems
Total unquoted investments 2,825
AIM-traded investments
Follow-on
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 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(#) Proceeds(‡) Overall multiple return (x)
£'000
£'000
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 Six months to Year to
31 March 2025
31 March 2024
30 September 2024
Notes Revenue Capital Total Revenue Capital Total Revenue Capital Total
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'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 995 (14,822) (13,827) 1,251 7,424 1,971 11,324 13,295
period
6,173
Return per ordinary share:
0.26p (3.83p) (3.57p) 0.35p 1.72p 2.07p 0.53p 3.03p 3.56p
Basic and Diluted 2
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 Share Revaluation Capital Revenue
£'000 premium reserve reserve* reserve
£'000 £'000 £'000 £'000 Total
£'000
At 1 October 2024 42,446 20,036 30,853 115,215 3,633 212,183
- - (10,920) (3,902) 995 (13,827)
(Loss)/profit after taxation
Net proceeds of share issues, share buybacks & sale of shares from 1,627 6,804 - (4,128) - 4,303
treasury
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 Share Revaluation Capital Revenue
£'000 premium reserve Reserve* £'000 reserve
£'000 £'000 £'000 Total
£'000
At 1 October 2023 38,162 - 20,357 133,959 2,414 194,892
- - 5,358 815 1,251 7,424
Profit after taxation
Net proceeds of share issues, share buybacks & sale of shares from 4,284 20,036 - (2,037) - 22,283
treasury
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 Share Revaluation Capital Revenue
£'000 premium Reserve Reserve* £'000 reserve
£'000 £'000 £'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 4,284 20,036 - (4,414) - 19,906
treasury
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
As at As at
31 March
30 September 2024
Notes As at
2024 £'000
31 March
£'000
2025
£'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 Six months to Year to
31 March
31 March
30 September
2024
2025
2024
£'000
£'000 £'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 (http://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 (803)
in treasury
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 Collective Total
on AIM investment £'000
£'000 Unquoted vehicles Unquoted
£'000 £'000 £'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) (4,802) (3,631) (10,920)
(829)
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 17,272 (10,100) 19,933
(829)
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 Six months to Year to
31 March 31 March 30 September
2025 2024 2024
£'000 £'000 £'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 Brokers
Fiona Miller Smith (Chair)(†) Panmure Liberum Limited
Michael Probin(††Δ) Ropemaker Place, Level 12,
David Melvin* (appointed 1 April 2025) 25 Ropemaker Street,
Mandeep Singh (appointed 1 April 2025) London, EC2Y 9LY
Tel: 020 3100 2000
Secretary
Gresham House Asset Management Ltd Auditor
BDO LLP
Registered Office 55 Baker Street
5 New Street Square London W1U 7EU
London EC4A 3TW
Solicitors
Investment Manager Howard Kennedy LLP
Gresham House Asset Management Ltd 1 London Bridge
5 New Street Square London SE1 9BG
London EC4A 3TW
Tel: 020 7382 0999 VCT Status Adviser
PricewaterhouseCoopers LLP
Registered Number 1 Embankment Place
03504214 London WC2N 6RH
Registrars and Transfer Office Website
The City Partnership (UK) Ltd www.baronsmeadvcts.co.uk (http://www.baronsmeadvcts.co.uk/)
The Mending Rooms
Park Valley Mills
Meltham Road
Huddersfield HD4 7BH
Tel: 01484 240 910
(†) 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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