REG - British Smaller Co's - Half-year Financial Report
28/11/2025 10:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20251128:nRSb4497Ja&default-theme=true
RNS Number : 4497J British Smaller Companies VCT PLC 28 November 2025
British Smaller Companies VCT plc
Unaudited Interim Results and Interim Management Report for the six months
ended 30 September 2025
British Smaller Companies VCT plc (the "Company") announces its unaudited
interim results for the six months ended 30 September 2025.
HIGHLIGHTS
· Net Asset Value at 30 September 2025 of 80.05p per share (31 March
2025: 80.55p) following payment of dividend of 2.00p per share during the
period
· Total Return increase of 1.50p per share in the period
· Two new investments and five follow-on investments totalling £8.7
million completed during the period. Subsequent to the period-end, one
follow-on investment of £1.6 million has been completed, bringing the total
invested this year to £10.3 million
· The Board has declared a second interim dividend of 2.00p per
share in respect of the year ending 31 March 2026, which will bring total
dividends paid in the current financial year to 4.00p per share, which equates
to 5.0 per cent of the opening net asset value per share. This will result in
a corresponding reduction in the Company's NAV per ordinary share, adjusting
the last reported NAV to 78.05p per share
CHAIRMAN'S STATEMENT
I am pleased to present the interim results of British Smaller Companies VCT
plc (the "Company") for the six months to 30 September 2025.
Since we shared the Company's annual report earlier this year, the
macroeconomic landscape has continued to be influenced by a range of
challenging factors. Inflationary pressures remain, as do ongoing tensions
driven by tariffs and geopolitical uncertainty. Nevertheless, there are
positive themes coming through, including interest from overseas investors in
UK businesses and the speed with which the UK reached its tariff deal with the
US.
The UK continues to have a supportive infrastructure in which to develop
businesses and there are a number of holdings within the Company's portfolio
that are delivering strong levels of growth. This is thanks to their
innovative products and services and their ability to address their target
markets. Overall, the portfolio continues to show positive trends and we are
encouraged by its future potential.
We are pleased to report that the Company's Total Return has increased by 1.50
pence in the period, a 1.9 per cent increase on the opening net asset value
per share.
Portfolio Performance
The Company continues to see positive performance from many of its underlying
holdings. Of the 26 companies valued on a revenue basis, 20 have grown
sales in the last year, with 11 delivering growth of over 25 per cent. We
are seeing opportunities to help our fastest growing businesses to accelerate
their progress by providing material further funding. This was seen in the
period, with an aggregate £4.5 million invested into five portfolio
companies, and a further £1.6 million invested into one portfolio company
since 30 September.
The 11 companies that are growing revenues at over 25 per cent per annum
produced aggregate revaluation gains of £10.3 million in the first half of
the year.
There were upward revaluations from Summize, Unbiased, Xapien, AutomatePro,
Spotless Water and SharpCloud. This was offset by aggregate downward
revaluations of £5.9 million in the period across three portfolio companies:
Matillion, where the Company's holding has been impacted by the weak US
dollar; Outpost, which continues to navigate industry-specific challenges
arising from the Hollywood writers' strike; and Vuealta, which has also faced
market headwinds.
These movements reflect the disciplined approach the Company takes with
valuations. The Company's Manager works closely with the businesses across
the portfolio, focusing on both market-specific challenges and opportunities
for growth.
New Investments
The Company completed two new investments during the first half of the
financial year, with investments into S4labour (£2.4 million), a workforce
management platform purpose-built for the hospitality sector, and DynaRisk
(£1.8 million), a company that helps insurers, brokers and businesses reduce
cyber threats through smart risk assessment tools.
Realisations in the Period
While there were no realisations of portfolio companies in the period, the
sale of the trade and liabilities of Wooshii was completed; no proceeds were
received on exit, in line with its minimal carrying value, although there is
the potential for a small return for the Company depending on future trading.
The Company recognised additional deferred consideration of £0.3 million
during the period relating to previously exited investments. Further details
are given in note 6.
Post period-end, in October 2025, the Company realised its investment in
Elucidat, receiving £5.5 million in initial proceeds, with additional
deferred consideration of £0.7 million anticipated to be received over the
next 18 months. To date, the Elucidat investment has generated a 1.3x return
on the original cost of £4.3 million. Including deferred consideration,
proceeds have the potential to rise to £6.2 million, and the return to 1.45x.
Financial Results
The movement in net asset value ("NAV") per ordinary share and the dividends
paid are set out in the table below.
Pence per £000
ordinary share
NAV at 31 March 2025 80.55 257,111
Net gain from investment portfolio 1.50 5,293
Net operating income - 129
Total Return in the period 1.50 5,422
Issue/buy-back of new shares - 28,548
NAV before the payment of dividends 82.05 291,081
Dividends paid (2.00) (7,090)
NAV at 30 September 2025 80.05 283,991
Cumulative dividends paid 186.15
Total Return: 266.20
At 30 September 2025
At 31 March 2025 264.70
Dividends
A first interim dividend of 2.00 pence per ordinary share was paid on 25 July
2025, bringing the cumulative dividends paid to date to 186.15 pence per
ordinary share.
The Board has declared a second interim dividend of 2.00 pence per ordinary
share for the year ending 31 March 2026 which will bring total dividends paid
in the current financial year to 4.00 pence per ordinary share (2025: 5.25
pence per ordinary share). The dividend will be paid on 19 December 2025 to
shareholders on the register on 21 November 2025.
Shareholder Relations
This year's Investor Workshop was held in London on 19 June, alongside British
Smaller Companies VCT2 plc, (together the "BSC VCTs"), welcoming around 200
attendees. The theme for the day was Artificial Intelligence (AI). Alongside
the more regular updates on the performance and outlook of the BSC VCTs that
are covered every year, the attendees heard from an independent expert who
spoke about the development of AI and what the future might hold. CEOs of
portfolio businesses Xapien and AutomatePro provided overviews on their
companies and how they are using AI within their own product offerings.
Fundraising
Having assessed its expected cash requirements, the Company announced a new
share offer on 25 September 2025, alongside British Smaller Companies VCT2
plc, with the intention of raising up to £85 million (in aggregate), which
includes an over-allotment facility of £25 million. Applications exceeding
£58 million have been received as of the date of this report, of which £36
million relate to the Company. The allotment of the first £25 million of
gross proceeds will take place between 2 and 31 January 2026. All other
applications accepted will be allotted between 1 and 2 April 2026. Funds
awaiting allotment will receive additional shares equivalent to a 2.36 per
cent per annum return (rate subject to change by the receiving agent's banking
provider).
Outlook
The short to medium term economic outlook remains impacted by concerns around
sticky inflation and pressures on fiscal headroom, which contribute to an
uncertain picture at this stage.
Despite broader economic uncertainty, innovative companies can still prevail.
It is encouraging to see several of the underlying holdings in the portfolio
delivering strong levels of growth, as they develop their offerings and take
on more customers in new and existing markets.
With a well-positioned portfolio and a new fundraising offer that has been
well-received to date by existing and new shareholders, we retain our optimism
for the Company's future prospects as it moves into the second half of its
financial year.
I thank our shareholders for their continued support.
Rupert Cook
Chairman
28 November 2025
OBJECTIVES AND STRATEGY
The Company's objective is to maximise Total Return and provide investors with
a long-term tax free dividend yield whilst maintaining the Company's status as
a venture capital trust.
Investment Strategy
The Company seeks to build a broad portfolio of investments in early-stage
companies focused on growth, with the aim of spreading the maturity profiles
and maximising return, as well as ensuring compliance with VCT Regulations.
The Company predominantly invests in unquoted smaller companies and expects
that this will continue to make up the significant majority of the portfolio.
It will also retain holdings in cash or near-cash investments to provide a
reserve of liquidity which will maximise the Company's flexibility as to the
timing of investment acquisitions and disposals, dividend payments and share
buy-backs.
Unquoted investments are structured using various investment instruments,
including ordinary shares, preference shares, convertible securities and, very
occasionally, loan stock, to achieve an appropriate balance of income and
capital growth, having regard to the VCT Regulations. The portfolio is
diversified by investing in a broad range of industry sectors. The normal
investment period into the portfolio companies is expected to be typically
between the range of five to seven years.
Investment Policy
The investment policy of the Company is to invest in UK businesses across a
broad range of sectors that blends a mix of businesses operating in
established and emerging industries that offer opportunities in the
application and development of innovation in their products and services.
These investments will all meet the definition of a Qualifying Investment and
be primarily in unquoted UK companies. It is anticipated that the majority of
these will be re-investing their profits for growth and the investments will
comprise mainly equity instruments.
The Company seeks to build a broad portfolio of investments in early-stage
companies focused on growth with the aim of spreading the maturity profiles
and maximising return as well as ensuring compliance with the VCT guidelines.
INVESTMENT REVIEW
At 30 September 2025 the Company's portfolio was valued at £167.1 million.
The top ten investments represent 36.6 per cent of the net asset value, with
the largest representing 7.2 per cent of the net asset value.
The movements in the investment portfolio are set out below:
Table A
Investment Portfolio
Portfolio
£million
Opening fair value at 1 April 2025 153.4
Additions 8.7
Net revaluation arising from the investment portfolio 5.0
Closing fair value at 30 September 2025 167.1
The Company's portfolio value increased by £5.0 million in the period. There
were upward revaluations from Summize, Unbiased, Xapien, AutomatePro, Spotless
Water and SharpCloud, offset by decreases from Matillion, Outpost and Vuealta.
Realisation of Investments
The Company recognised additional deferred consideration of £0.3 million
during the period. Further details are given in note 6.
Investments
During the six months ended 30 September 2025, the Company invested £8.7
million into seven companies. This comprised two new investments, totalling
£4.2 million, and five follow-on investments, totalling £4.5 million. A
further £1.6 million was invested post period-end. A breakdown of these
investments is shown below:
Investments made £million
Company Description New Follow-on Total
S4labour Workforce management 2.4 - 2.4
AutomatePro Automated software testing - 1.9 1.9
DynaRisk Cyber risk solutions 1.8 - 1.8
Fuuse EV charging point software - 1.8 1.8
Force24 B2B marketing automation software - 0.4 0.4
Panintelligence Business Intelligence software - 0.3 0.3
Relative Insight Text data analytics - 0.1 0.1
Invested in the period 4.2 4.5 8.7
Plandek Software development processes - 1.6 1.6
Invested in the year to date 4.2 6.1 10.3
Cash Deposits and other Liquid Funds
The Company takes an active approach to cash management, while ensuring its
primary aim of capital preservation is met. A portion of the Company's
liquid assets are held across a diversified range of Triple-A rated money
market funds, managed by global institutions. The balance is held as readily
accessible cash, all of which is held at Tier 1 Financial Institutions (A2
rated or above). £2.4 million of income was earned from money market funds
and bank deposits during the period. At 30 September 2025, the Company was
achieving a weighted average return on liquid assets of 3.9 per cent; at the
time of publication, this had reduced to 3.8 per cent, decreasing in line with
global interest rates.
PORTFOLIO
The top 10 investments had a combined value of £104.0 million, 62.3 per cent
of the total portfolio.
Name of company Industry Sector Date of initial investment Amount invested £000 Valuation at 30 September 2025 Recognised Income / proceeds to date Realised & unrealised value to date*
£000 £000 £000
Matillion Limited Data Nov 16 2,666 20,420 7,071 27,491
Unbiased EC1 Limited Tech-enabled Services Dec 19 5,596 16,097 - 16,097
Vypr Validation Technologies Limited Tech-enabled Services Jan 21 5,698 10,890 - 10,890
AutomatePro Limited Cloud & DevOps Dec 22 5,885 10,237 - 10,237
Xapien (via Digital Insight Technologies Ltd) Application Software Mar 23 6,095 10,201 - 10,201
Summize Limited Application Software Oct 22 2,550 9,098 - 9,098
SharpCloud Software Limited Data Oct 19 4,380 8,528 - 8,528
DrDoctor (trading as ICNH Ltd) Application Software Feb 23 5,355 6,342 - 6,342
Workbuzz Analytics Ltd Application Software Jun 23 4,703 6,173 - 6,173
Force24 Ltd Application Software Nov 20 4,275 6,053 205 6,258
Quality Clouds Limited Cloud & DevOps May 22 5,821 5,566 - 5,566
Outpost VFX Limited New Media Feb 21 5,750 5,392 170 5,562
Elucidat Ltd Application Software May 19 4,260 5,311 798 6,109
Fuuse Limited Application Software May 24 4,800 5,288 - 5,288
Tonkotsu Limited Retail & Brands Jun 19 2,388 4,207 - 4,207
Plandek Limited Cloud & DevOps Oct 22 3,540 4,070 - 4,070
Spotless Water Limited Business Services Jun 24 2,183 3,222 - 3,222
S4 Labour Limited Application Software Apr 25 2,400 2,801 - 2,801
GEEIQ (via Checkpoint GG Limited) Data Sep 23 2,358 2,745 - 2,745
Stormharvester Limited Data Jan 25 2,100 2,517 - 2,517
Biorelate Limited Application Software Nov 22 2,310 2,344 - 2,344
Frescobol Carioca Ltd Retail & Brands Mar 19 1,800 2,192 - 2,192
Relative Insight Limited Tech-enabled Services Mar 22 4,586 2,114 35 2,149
Panintelligence (via Paninsight Limited) Data Nov-19 1,781 1,834 - 1,834
Arcus Global Limited Application Software May 18 3,075 1,830 353 2,183
DynaRisk (via Zen Risk Limited) Application Software Jul-25 1,800 1,800 - 1,800
Integrum ESG Limited Data Sep 24 1,740 1,740 - 1,740
Ohalo Limited Data Jun 24 1,665 1,602 - 1,602
KeTech Technology Holdings Limited Tech-enabled Services Nov 15 2,000 1,303 4,059 5,362
Teraview Limited Advanced Manufacturing Apr 17 377 1,019 - 1,019
Value £1.0 million and below 18,851 4,178 12,242 16,420
Total unquoted investments 122,788 167,114 24,933 192,047
Full disposals to date 83,919 - 174,247 174,247
Total portfolio 206,707 167,114 199,180 366,294
* Represents recognised income and proceeds received to date plus the
unrealised valuations at 30 September 2025.
THE PORTFOLIO AT A GLANCE
AGE OF INVESTMENTS (%)
2025
Less than 1 year 4%
Between 1 and 3 years 38%
Between 3 and 5 years 18%
Greater than 5 years 40%
Total 100%
VALUE COMPARED TO COST (%)
2025
Value above cost 87%
At cost 3%
Value below cost 10%
Total 100%
INVESTMENT INSTRUMENT (%)
2025
Loan 2%
Preference shares 2%
4%
Equity 96%
Total 100%
INDUSTRY SECTOR (%)
2025
Application Software 34%
Data 24%
Tech-enabled Services 19%
Cloud & DevOps 13%
Retail & Brands 4%
New Media 3%
Business Services 2%
Other 1%
Total 100%
PRINCIPAL RISKS AND UNCERTAINTIES
In accordance with DTR 4.2.7, the Board confirms that the principal risks and
uncertainties facing the Company have not materially changed from those
identified in the Annual Report and Accounts for the year ended 31 March 2025.
The Board acknowledges that there is regulatory risk and continues to manage
the Company's affairs in such a manner as to comply with section 274 of the
Income Tax Act 2007.
In summary, the principal risks are:
> Macroeconomic;
> Portfolio;
> ESG;
> Strategic;
> Legislative & Regulatory;
> Operational;
> Liquidity; and
> Emerging risk - Cyber Security &
Information Technology.
Full details of the principal risks can be found in the financial statements
for the year ended 31 March 2025 on pages 32 to 35, a copy of which is
available at www.bscfunds.com (http://www.bscfunds.com) .
DIRECTORS' RESPONSIBILITIES STATEMENT
The directors of British Smaller Companies VCT plc confirm that, to the best
of their knowledge, the condensed set of financial statements in the interim
report have been prepared in accordance with International Accounting Standard
34 "Interim Financial Reporting" as adopted by the UK, and give a true and
fair view of the assets, liabilities, financial position and profit and loss
of British Smaller Companies VCT plc, and that the interim management report
includes a true and fair review of the information required by DTR 4.2.7R and
DTR 4.2.8R.
The directors of British Smaller Companies VCT plc are listed in note 10 of
these interim financial statements.
By order of the Board
Rupert Cook
Chairman
UNAUDITED STATEMENT OF COMPREHENSIVE INCOME
for the six months ended 30 September 2025
Unaudited 6 months ended Unaudited 6 months ended
30 September 2025 30 September 2024
Notes
Revenue Capital Total Revenue Capital Total
£000 £000 £000 £000 £000 £000
Gain on investments held at fair value 6 - 4,982 4,982 - 50 50
Gain (loss) on disposal of investments 6 - 311 311 - (662) (662)
Income 2 2,705 - 2,705 3,084 - 3,084
Total income 2,705 5,293 7,998 3,084 (612) 2,472
Administrative expenses:
Manager's fee (527) (1,582) (2,109) (446) (1,338) (1,784)
Other expenses (467) - (467) (424) - (424)
(994) (1,582) (2,576) (870) (1,338) (2,208)
Profit (loss) before taxation 1,711 3,711 5,422 2,214 (1,950) 264
Taxation 3 (213) 213 - - - -
Profit (loss) for the period 1,498 3,924 5,422 2,214 (1,950) 264
Total comprehensive income (expense) for the period 1,498 3,924 5,422 2,214 (1,950) 264
Basic and diluted earnings (loss) per ordinary share 5 0.42p 1.11p 1.53p 0.73p (0.64p) 0.09p
The Total column of this statement represents the Company's Unaudited
Statement of Comprehensive Income, prepared in accordance with UK adopted
international accounting standards. The supplementary Revenue and Capital
columns are prepared under the Statement of Recommended Practice 'Financial
Statements of Investment Trust Companies and Venture Capital Trusts' (issued
in July 2022 - "SORP") published by the Association of Investment Companies.
UNAUDITED BALANCE SHEET
as at 30 September 2025
Unaudited Unaudited Audited
30 September 30 September 31
2025 2024 March
2025
Notes £000 £000 £000
ASSETS
Non-current assets at fair value through profit or loss
Financial assets at fair value through profit or loss 6 168,568 149,569 156,260
Other assets 1,794 - -
170,362 149,569 156,260
Current assets
Accrued income and other assets 1,430 940 1,224
Current asset investments 75,750 66,750 69,000
Cash at bank and other cash equivalents 36,746 29,805 30,971
113,926 97,495 101,195
LIABILITIES
Current liabilities
Trade and other payables (297) (255) (344)
Net current assets 113,629 97,240 100,851
Net assets 283,991 246,809 257,111
Shareholders' equity
Share capital 39,169 33,226 35,338
Share premium account 131,977 90,648 105,086
Capital reserve 56,496 69,334 65,203
Investment holding gains and losses reserve 53,655 49,257 48,673
Revenue reserve 2,694 4,344 2,811
Total shareholders' equity 283,991 246,809 257,111
Net asset value per ordinary share 7 80.05p 81.80p 80.55p
Signed on behalf of the Board
Rupert Cook
Chairman
28 November 2025
UNAUDITED STATEMENT OF CHANGES IN EQUITY
for the six months ended 30 September 2025
Share Share Capital Investment Revenue Total
capital premium reserve holding reserve equity
account gains and
losses
reserve
£000 £000 £000 £000 £000 £000
At 31 March 2024 28,830 58,293 79,171 49,207 4,099 219,600
Revenue return for the period - - - - 2,214 2,214
Expenses charged to capital - - (1,338) - - (1,338)
Investment holding gain on investments held at fair value - - - 50 - 50
Realisation of investments in the period - - (662) - - (662)
Total comprehensive (expense) income for the period - - (2,000) 50 2,214 264
Issue of share capital 4,259 32,584 - - - 36,843
Issue of shares - DRIS 137 981 - - - 1,118
Issue costs - (1,210) - - - (1,210)
Purchase of own shares - - (3,760) - - (3,760)
Dividends - - (4,077) - (1,969) (6,046)
Total transactions with owners 4,396 32,355 (7,837) - (1,969) 26,945
At 30 September 2024 33,226 90,648 69,334 49,257 4,344 246,809
Revenue return for the period - - - - 764 764
Expenses charged to capital - - (1,492) - - (1,492)
Investment holding gain on investments held at fair value - - - 5,606 - 5,606
Realisation of investments in the period - - 1,627 - - 1,627
Taxation - - 517 - (517) -
Total comprehensive income for the period - - 652 5,606 247 6,505
Issue of share capital 1,888 13,348 - - - 15,236
Issue of shares - DRIS 224 1,552 - - - 1,776
Issue costs - (462) - - - (462)
Purchase of own shares - - (2,950) - - (2,950)
Dividends - - (8,023) - (1,780) (9,803)
Total transactions with owners 2,112 14,438 (10,973) - (1,780) 3,797
Realisation of prior year investment holding gains - - 6,190 (6,190) - -
At 31 March 2025 35,338 105,086 65,203 48,673 2,811 257,111
Revenue return for the period - - - - 1,711 1,711
Expenses charged to capital - - (1,582) - - (1,582)
Investment holding gain on investments held at fair value - - - 4,982 - 4,982
Realisation of investments in the period - - 311 - - 311
Taxation - - 213 - (213) -
Total comprehensive (expense) income for the period - - (1,058) 4,982 1,498 5,422
Issue of share capital 3,680 26,826 30,506
Issue of shares - DRIS 151 1,039 - - - 1,190
Issue costs - (974) - - - (974)
Purchase of own shares - - (2,174) - - (2,174)
Dividends - - (5,475) - (1,615) (7,090)
Total transactions with owners 3,831 26,891 (7,649) - (1,615) 21,458
At 30 September 2025 39,169 131,977 56,496 53,655 2,694 283,991
* Other reserves includes the capital redemption reserve, the merger reserve
and the other reserve, which are non-distributable.
Reserves available for distribution
Under the Companies Act 2006, the capital reserve and the revenue reserve are
distributable reserves. The table below shows amounts that are available for
distribution.
Capital Revenue Total
reserve reserve
£000 £000 £000
Distributable reserves 56,496 2,694 59,190
Revaluation losses (4,779) - (4,779)
Income/proceeds not yet distributable (2,695) (1,515) (4,210)
Cancelled share premium not yet distributable (1,484) - (1,484)
Reserves available for distribution* 47,538 1,179 48,717
*subject to filing these interim financial statements at Companies House.
The capital reserve and the revenue reserve are both distributable reserves.
These reserves total £59,190,000, representing a decrease of £8,824,000 in
the period since 31 March 2025. The directors consider the level of the
investment holding gains and losses reserve and the future requirements of the
Company when determining the level of dividend payments.
Of the potentially distributable reserves of £59,190,000 shown above,
£4,210,000 relates to income/proceeds not yet received, £1,484,000 relates
to cancelled share premium which will become distributable from 1 April 2026,
and revaluation losses of £4,779,000 included within the investment holding
gains and losses reserve are not considered recoverable.
In October 2025, following approval at the annual general meeting and
subsequent confirmation by the High Court, the Company cancelled the balance
of its share premium account, and reduced the nominal value of the share
capital of the Company from 10 pence per ordinary share to 0.01 pence per
ordinary share. This created £171.1 million of additional distributable
reserves over the next four years, as set out below.
Available for distribution Reserves arising from cancelled share premium Reserves arising from reduction in share capital Total
£000 £000 £000
July 2026, once the 2026 annual report has been circulated 1,700 20,948 22,648
1 April 2027 56,593 7,853 64,446
1 April 2028 46,793 6,501 53,294
1 April 2029 26,891 3,828 30,719
Total 131,977 39,130 171,107
UNAUDITED STATEMENT OF CASH FLOWS
for the six months ended 30 September 2025
Notes Unaudited Unaudited Audited
6 months 6 months year
ended ended ended
30 September 30 September 31 March 2025
2025 2024
£000 £000 £000
Profit before taxation* 5,422 264 6,769
(Decrease) increase in trade and other payables (47) 7 96
Increase decrease in accrued income and other assets (293) (654) 759
(Gain) loss on disposal of investments (311) 662 (965)
Gain on investments held at fair value (4,982) (50) (5,656)
Net cash (outflow) inflow from operating activities (211) 229 1,003
Cash flows from (used in) investing activities
Purchase of financial assets at fair value through profit or loss 6 (8,722) (20,423) (29,288)
Proceeds from sale of financial assets at fair value through profit or loss 6 - - 7,259
Deferred consideration 6 - - 451
Net cash outflow from investing activities (8,722) (20,423) (21,578)
Cash flows from (used in) financing activities
Issue of ordinary shares 30,506 36,843 52,079
Costs of ordinary share issues** (974) (1,210) (1,672)
Purchase of own shares (2,174) (3,760) (6,710)
Dividends paid 4 (5,900) (4,928) (12,955)
Net cash inflow from financing activities 21,458 26,945 30,742
Net increase in cash and cash equivalents 12,525 6,751 10,167
Cash and cash equivalents at the beginning of the period 99,971 89,804 89,804
Cash and cash equivalents at the 112,496 96,555 99,971
end of the period
Cash and cash equivalents comprise
Money market funds 75,750 66,750 69,000
Cash at bank and other cash equivalents 36,746 29,805 30,971
Cash and cash equivalents at the end of the period 112,496 96,555 99,971
* includes net income from:
Dividends - - 372
Interest 2,225 948 5,346
** Issue costs include both fundraising costs and expenses incurred from the
Company's DRIS.
EXPLANATORY NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
1 General Information, Basis of Preparation and Principal Accounting
Policies
These half-year statements have been approved by the directors whose names
appear at note 10, each of whom has confirmed that to the best of their
knowledge:
· the interim management report includes a fair review of the
information required by rules 4.2.7 and 4.2.8 of the Disclosure Rules and the
Transparency Rules; and
· the half-year statements have been prepared in accordance with
IAS 34 'Interim financial reporting' and the Disclosure and Transparency Rules
of the Financial Conduct Authority.
The half-year statements are unaudited and have not been reviewed by the
auditors pursuant to the International Standard on Review Engagements (UK and
Ireland) 2410 guidance on Review of Interim Financial Information performed by
the independent Auditor of the entity. They do not constitute full financial
statements as defined in section 435 of the Companies Act 2006. The
comparative figures for the year ended 31 March 2025 do not constitute full
financial statements and have been extracted from the Company's financial
statements for the year ended 31 March 2025. Those accounts were reported upon
without qualification by the auditors and have been delivered to the Registrar
of Companies.
The accounting policies and methods of computation followed in the half-year
statements are the same as those adopted in the preparation of the audited
financial statements for the year ended 31 March 2025. They do not include all
disclosures that would otherwise be required in a complete set of financial
statements and should be read in conjunction with the 2025 annual report.
The accounts have been prepared on a going concern basis as set out below and
in accordance with UK adopted international accounting standards.
The accounts have been prepared under the historical cost basis as modified by
the measurement of investments at fair value through profit or loss.
The accounts have been prepared in compliance with the recommendations set out
in the Statement of Recommended Practice 'Financial Statements of Investment
Trust Companies and Venture Capital Trusts' issued by the Association of
Investment Companies (issued in July 2022 - "SORP") to the extent that they do
not conflict with UK adopted international accounting standards.
The financial statements are prepared in accordance with UK adopted
international accounting standards (International Financial Reporting
Standards ("IFRS") and International Accounting Standards ("IAS")) and
interpretations in force at the reporting date. New standards coming into
force during the period and future standards that come into effect after the
period-end have not had a material impact on these financial statements.
The Company has carried out an assessment of accounting standards, amendments
and interpretations that have been issued by the IASB and that are effective
for the current reporting period. The Company has determined that the
transitional effects of the standards do not have a material impact.
The financial statements are presented in sterling and all values are rounded
to the nearest thousand (£000), except where stated.
Going Concern: The directors have carefully considered the issue of going
concern and are satisfied that the Company has sufficient resources to meet
its obligations as they fall due for a period of at least 12 months from the
date these half-year statements were approved. As at 30 September 2025 the
Company held cash balances and money market funds with a combined value of
£112,496,000. Cash flow projections show the Company has sufficient funds to
meet both its contracted expenditure and its discretionary cash outflows in
the form of share buy-backs and the dividend policy. In the year ended 31
March 2025 the Company's costs and discretionary expenditures were:
£'000
Administrative expenses (before fair value movement related to credit risk) 4,632
Share buy-backs 6,710
Dividends (before DRIS) 15,849
Total 27,191
The directors therefore believe that it is appropriate to continue to apply
the going concern basis of accounting in preparing these half-year statements.
2 Income
Unaudited Unaudited
6 months 6 months
ended 30 ended 30
September September
2025 2024
£000 £000
Income from investments
- Interest on loans to unquoted companies 77 137
- Dividends from unquoted companies 241 323
318 460
Income from money market funds 1,748 1,714
Income from investments held at fair value through profit or loss 2,066 2,174
Interest from bank deposits 639 910
2,705 3,084
3 Taxation
Unaudited 6 months ended Unaudited 6 months ended
30 September 2025 30 September 2024
Revenue Capital Total Revenue Capital Total
£000 £000 £000 £000 £000 £000
Profit (loss) before taxation 1,711 3,711 5,422 2,214 (1,950) 264
Profit (loss) before taxation multiplied by the standard small company rate of 325 705 1,030 421 (371) 50
corporation tax in UK of 19.0% (2024: 19.0%)
Effect of:
UK dividends received (112) - (112) (61) - (61)
Non-taxable (gains) losses on investments - (1,006) (1,006) - 116 116
Deferred tax not recognised - 88 88 (360) 255 (105)
Tax charge (credit) 213 (213) - - - -
The Company has no provided, or unprovided, deferred tax liability in either
period.
Deferred tax assets in respect of losses have not been recognised as the
directors do not currently believe that it is probable that sufficient taxable
profits will be available against which the assets can be recovered.
Due to the Company's status as a venture capital trust, and the continued
intention to meet the conditions required to comply with Chapter 3 Part 6 of
the Income Tax Act 2007, the Company has not provided deferred tax on any
capital gains or losses arising on the revaluation or realisation of
investments.
4 Dividends
Amounts recognised as distributions to equity holders in the period:
Unaudited six months ended Unaudited six months ended
30 September 2025 30 September 2024
Revenue Capital Total Revenue Capital Total
£000 £000 £000 £000 £000 £000
First interim dividend for the year ending 31 March 2026 of 2.00p (2025: 1,615 5,475 7,090 1,969 4,077 6,046
2.00p) per ordinary share
1,615 5,475 7,090 1,969 4,077 6,046
Shares allotted under DRIS (1,190) (1,118)
Dividends paid in the Statement of Cash Flows 5,900 4,928
Audited year ended
31 March 2025
Revenue Capital Total
£000 £000 £000
First interim dividend for the year ended 31 March 2025 of 2.00p per ordinary 1,969 4,077 6,046
share
Second interim dividend for the year ended 31 March 2025 of 1.50p per ordinary 1,780 4,257 6,037
share
Special dividend for the year ended 31 March 2025 of 1.25p - 3,766 3,766
3,749 12,100 15,849
Shares allotted under DRIS (2,894)
Dividends paid in the Statement of Cash Flows 12,955
The first interim dividend of 2.00 pence per ordinary share was paid on 25
July 2025 to shareholders on the register as at 27 June 2025.
A second interim dividend of 2.00p per ordinary share amounting to
approximately £7.1 million is proposed. This dividend has not been recognised
in these half-year financial statements as the obligation did not exist at the
balance sheet date.
5 Basic and Diluted Earnings (Loss) per Ordinary Share
The basic and diluted earnings per ordinary share is based on the profit after
tax attributable to equity shareholders of £5,422,000 (30 September 2024:
£264,000) and 355,464,523 (30 September 2024: 303,413,390) ordinary shares
being the weighted average number of ordinary shares in issue during the
period.
The basic and diluted revenue earnings per ordinary share is based on the
revenue profit attributable to equity shareholders of £1,498,000 (30
September 2024: £2,214,000) and 355,464,523 (30 September 2024: 303,413,390)
ordinary shares being the weighted average number of ordinary shares in issue
during the period.
The basic and diluted capital earnings (loss) per ordinary share is based on
the capital profit attributable to equity shareholders of £3,924,000 (30
September 2024: loss of £1,950,000) and 355,464,523 (30 September 2024:
303,413,390) ordinary shares being the weighted average number of ordinary
shares in issue during the period.
During the period the Company allotted 36,799,582 new ordinary shares from the
fundraising, and 1,515,132 new ordinary shares in respect of its DRIS.
The Company has also repurchased 2,829,122 of its own shares in the period and
these shares are held in the capital reserve. The total of 37,028,118 treasury
shares has been excluded in calculating the weighted average number of
ordinary shares during the period.
The Company has no dilutive shares and consequently, basic and diluted
earnings per ordinary share are equivalent at 30 September 2025, 31 March 2025
and 30 September 2024.
6 Financial Assets at Fair Value through Profit or Loss
30 September 2025 30 September 2024
£000 £000
Investment portfolio 167,114 147,065
Accrued income and other assets* 1,454 2,504
Financial assets at fair value through profit and loss 168,568 149,569
* Relates to accrued income not past due which has been disclosed as part of
the investment value.
IFRS 13, in respect of financial instruments that are measured in the balance
sheet at fair value, requires disclosure of fair value measurements by level
within the following fair value measurement hierarchy:
· Level 1: quoted prices in active markets for identical assets or
liabilities. The fair value of financial instruments traded in active markets
is based on quoted market prices at the balance sheet date. A market is
defined as a market in which transactions for the asset or liability take
place with sufficient frequency and volume to provide pricing information on
an ongoing basis. The quoted market price used for financial assets held by
the Company is the current bid price. These instruments are included in Level
1 and comprise money market funds classified as held at fair value through
profit or loss. The Company's current asset investments fall into this
category.
· Level 2: the fair value of financial instruments that are not
traded in an active market is determined by using valuation techniques. These
valuation techniques maximise the use of observable market data where it is
available and rely as little as possible on entity specific estimates. If all
significant inputs required to fair value an instrument are observable, the
instrument is included in Level 2. The Company held no such instruments in the
current or prior year.
· Level 3: the fair value of financial instruments that are not
traded in an active market (for example, investments in unquoted companies) is
determined by using valuation techniques such as revenue or earnings
multiples. If one or more of the significant inputs is not based on observable
market data, the instrument is included in Level 3. All of the Company's
investments classified as financial instruments classified at fair value
through profit and loss fall into this category.
Each investment is reviewed at least quarterly to ensure that it has not
ceased to meet the criteria of the level in which it was included at the
beginning of each accounting period. There have been no transfers between
these classifications in the period (2024: none).
The change in fair value for the current and previous year is recognised
through profit or loss. All items held at fair value through profit or loss
were designated as such upon initial recognition.
Valuation of Investments
Unquoted investments are valued in accordance with IFRS 13 "Fair Value
Measurement" and using the International Private Equity and Venture Capital
("IPEV") Valuation Guidelines ("the Guidelines").
Initial measurement
The best estimate of the initial fair value of an unquoted investment is the
cost of the investment. Unless there are indications that this is
inappropriate, an unquoted investment will be held at this value within the
first three months of investment.
Subsequent measurement
Based on the Guidelines we have identified six of the most widely used
valuation methodologies for unquoted investments. The Guidelines advocate that
the best valuation methodologies are those that draw on external, objective
market-based data in order to derive a fair value.
Full details of the methods used by the Company were set out on pages 69 and
70 of the financial statements for the year ended 31 March 2025, a copy of
which can be found at www.bscfunds.com.
The primary methods used for valuing non-quoted investments, and the key
assumptions relating to them are:
Unquoted Investments
· Revenue multiple. An appropriate multiple, given the risk profile
and revenue growth prospects of the underlying company, is applied to the
revenue of the company. The multiple is adjusted to reflect any risk
associated with lack of marketability and to take account of the differences
between the investee company and the benchmark company or companies used to
derive the multiple.
· Earnings multiple. An appropriate multiple, given the risk
profile and earnings growth prospects of the underlying company, is applied to
the maintainable earnings of the company. The multiple is adjusted to reflect
any risk associated with lack of marketability and to take account of the
differences between the investee company and the benchmark company or
companies used to derive the multiple.
Movements in investments at fair value through profit or loss during the six
months to 30 September 2025 are summarised as follows:
Level 3
Unquoted
Investments
IFRS 13 measurement classification £000
Opening cost 104,737
Opening valuation gain 48,673
Opening fair value at 1 April 2025 153,410
Additions at cost 8,722
Net profit on disposals* -
Change in fair value 5,857
Foreign exchange loss (875)
Closing fair value at 30 September 2025 167,114
Closing cost 113,459
Closing valuation gain 53,655
Closing fair value at 30 September 2025 167,114
* the net profit on disposal in the table above is £nil whereas that shown in
the Statement of Comprehensive Income is £311,000. The difference comprises
the change in the value of deferred proceeds totalling £311,000 in respect of
assets that have been disposed of and are not included in the investment
portfolio at 1 April 2025.
Level 3 valuations include assumptions based on non-observable data, such as
discounts applied either to reflect changes in the fair value of financial
assets held at the price of recent investment, or to adjust revenue or
earnings multiples.
IFRS13 requires disclosure, by class of financial instruments, if the effect
of changing one or more inputs to reasonably possible alternative assumptions
would result in a significant change to the fair value measurement. Each
unquoted portfolio company has been reviewed in order to identify the
sensitivity of the valuation methodology to using alternative assumptions,
which still fall within the IPEV Guidelines. Where discounts have been applied
(for example to revenue/earnings levels or multiple ratios) alternatives have
been considered. For each unquoted investment, two scenarios have been
modelled, principally a 5 per cent change to discount rates, although other
factors were considered on an individual portfolio company basis: more prudent
assumptions (downside case) and more optimistic assumptions (upside case).
Applying the downside case, the value of the unquoted investments would be
£6.2 million or 3.7 per cent lower (2024: £6.3 million or 4.3 per cent
lower). Using the upside case, the value would be increased by £6.3 million
or 3.8 per cent (2024: £6.4 million or 4.4 per cent).
All of the Company's investments are in unquoted companies held at fair value.
The valuation methodology for these investments includes the application of
externally produced revenue and earnings multiples. Therefore, the value of
the unquoted element of the portfolio is also indirectly affected by price
movements on the listed market. Those using revenue and earnings multiple
methodologies include judgements regarding the level of discount applied to
that multiple. The effect of changing the level of discounts applied to the
multiples is considered above.
There have been no individual fair value adjustments downwards during the
period that exceeded 5 per cent of the total assets of the Company (31 March
2025: none).
There were no disposals during the period, but the following changes to
deferred consideration from prior year realisations were recognised.
Net Cost Opening Profit
proceeds carrying over
from sale value as at opening
1 April carrying
2025 value
£000 £000 £000 £000
Unquoted investments
ACC Aviation Group Limited 80 - - 80
Traveltek Group Holdings Limited 231 - - 231
Deferred consideration 311 - - 311
Total from investment portfolio* 311 - - 311
* The total from disposals in the table above is £311,000 whereas that shown
in the Statement of Cash Flows is £nil. This is due to the timing differences
between the recognition of the deferred income arising on realisations and its
receipt in cash.
7 Basic and Diluted Net Asset Value per Ordinary Share
The basic and diluted net asset value per ordinary share is calculated on
attributable assets of £283,991,000 (30 September 2024 and 31 March 2025:
£246,809,000 and £257,111,000 respectively) and 354,664,249 (30 September
2024 and 31 March 2025: 301,891,749 and 319,178,657 respectively) ordinary
shares in issue at 30 September 2025.
Treasury shares have been excluded in calculating the number of ordinary
shares in issue at 30 September 2025.
The Company has no potentially dilutive shares and consequently, basic and
diluted net asset values are equivalent at 30 September 2025, 31 March 2025
and 30 September 2024.
8 Total Return
Total Return per ordinary share is calculated on cumulative dividends paid of
186.15 pence per ordinary share (30 September 2024: 180.90 pence per ordinary
share and 31 March 2025: 184.15 pence per ordinary share) plus the net asset
value as calculated in note 7.
9 Post Balance Sheet Events
Subsequent to the period end the Company has invested a further £1.6 million
into portfolio company Plandek.
Post period-end, in October 2025, the Company realised its investment in
Elucidat, receiving £5.5 million in initial proceeds, with additional
deferred consideration of £0.7 million anticipated to be received over the
next 18 months. To date, the Elucidat investment has generated an overall
return of £5.5 million, a 1.3x return on the original cost of £4.3
million. Including deferred consideration, proceeds have the potential to
rise to £6.2 million, and the return to 1.45x.
10 Directors
The directors of the Company are Rupert Cook, Adam Bastin, Jonathan Cartwright
and Purvi Sapre.
11 Other Information
Copies of the interim report can be obtained from the Company's registered
office: 4th Floor, 2 Bond Court, Leeds, LS1 2JZ or from www.bscfunds.com
(http://www.bscfunds.com) .
12 Interim Dividend for the year ending 31 March 2026
The Directors have previously announced the payment of an interim dividend for
the year ending 31 March 2026 of 2.00 pence per ordinary share ("Interim
Dividend").
The Interim Dividend will be paid on 19 December 2025 to those shareholders on
the Company's register at the close of business on 21 November 2025. The
ex-dividend date will be 20 November 2025.
13 Dividend Re-investment Scheme ("DRIS")
The Company operates a DRIS. The latest date for receipt of DRIS elections
so as to participate in the DRIS in respect of the Interim Dividend is the
close of business on 5 December 2025.
14 Inside Information
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU No. 596/2014). Upon the publication of this announcement via Regulatory
Information Service this inside information is now considered to be in the
public domain.
For further information, please contact:
Marcus Karia YFM Equity
Partners
Tel: 0113 244 1000
Alex Collins Panmure
Liberum
Tel: 0207 886 2767
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IR GCBDBLGDDGUI
Copyright 2019 Regulatory News Service, all rights reservedRecent news on British Smaller Companies VCT
See all newsREG - British Smaller Co's - Half-year Financial Report
AnnouncementREG - British Smaller Co's British Smlr Comp 2 - Offer Update
AnnouncementREG - British Smaller Co's - Dividend Declaration
AnnouncementREG - British Smaller Co's - Nominal Capital Reduction
AnnouncementREG - British Smaller Co's British Smlr Comp 2 - Offer Update
Announcement