REG-Full Year Results and Notice of AGM
19/12/2025 07:00
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19 December 2025
HARGREAVE HALE AIM VCT PLC
(the “Company” or the “VCT”)
Full Year Results and Notice of AGM
Hargreave Hale AIM VCT plc announces its results for the year ended 30
September 2025.
The Company also announces that its 2026 Annual General Meeting will be held
at 12.30pm on 5 February 2026 at 88 Wood Street, London, EC2V 7QR.
The Company’s Annual Report and Financial Statements for the year ended 30
September 2025 and the formal Notice of the Annual General Meeting will be
posted to shareholders who have elected to receive hard copies and in
accordance with UK Listing Rule 6.4.1 copies of the documents will shortly be
available to view on the Company's corporate website
at https://www.hargreaveaimvcts.co.uk and have also been submitted to the UK
Listing Authority and will be available for inspection from the National
Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Strategic report
The report has been prepared by the Directors in accordance with the
requirements of Section 414A of the Companies Act 2006.
Financial highlights for the year ended 30 September 2025
Net asset value (“NAV”) per share NAV total return Tax free dividends per share paid in the period Share price total return Ongoing charges ratio (“OCR”)
36.46p -0.22% ((1)) 4.00p -1.54% ((1)) 2.51% ((1))
• £4.8 million invested in Qualifying Companies in the year.
• 98.98% invested by VCT tax value in Qualifying Investments at
30 September 2025.
• Final dividend of 1 penny per share proposed for the year end and
special dividend of 2 pence per share approved by the Board.
• Offer for subscription closed having raised gross proceeds of
£5.6 million.
Summary financial data 2025 2024
NAV (£m) 135.04 148.01
NAV per share (p) 36.46 40.55
NAV total return (%) ((1)) -0.22 -3.86
Market capitalisation (£m) 127.41 142.34
Share price (p) 34.40 39.00
Share price discount to NAV per share (%) ((1)) -5.65 -3.82
Share price 5 year average discount to NAV per share (%) (()(1)) -4.99 -5.79
Share price total return (%) ((1)) -1.54 0.00
Loss per share for the year (p) -0.14 -1.86
Dividends paid per share (p) 4.00 4.00
Ongoing charges ratio (%) ((1)) 2.51 2.43
(1) Alternative performance measure definitions and illustrations can
be found in this report.
Financial calendar
Record date for final and special dividends 9 January 2026
Annual General Meeting 5 February 2026
Payment of final and special dividends 13 February 2026
Announcement of half-yearly results for the six months ending 31 March 2026 June 2026
Payment of interim dividend (subject to Board approval) July 2026
Chair’s Statement
Introduction
Once again, I would like to welcome Shareholders who joined us as a result of
the recent offer for subscription. As always, we are grateful to new and
existing Shareholders who continue to support the VCT, despite the difficult
times we continue to live through.
The Investment Association continues to report sustained outflows from UK
equities, now extending to four years of uninterrupted monthly outflows. As
feared, changes to fiscal policy introduced through the 2024 autumn budget
weighed heavily on certain sectors, particularly those in high service, low
margin industries such as those in leisure and hospitality. Predictably, their
response included price increases and reduced headcount, neither good for the
economy.
With the exception of a burst of activity in early 2025, the economy has
remained insipid. Since the portfolio is not particularly exposed to cyclical
factors, this is unhelpful but not a material barrier to commercial progress
and value creation. Regressive fiscal and trade policies, both in the UK and
internationally, are a more significant concern since they encourage companies
to defer investment and innovation. Despite this, our sense is that our
portfolio companies remain as committed as ever to developing and creating
value for shareholders despite the many hurdles they have had to clear this
year.
Consistent with our updates of the last few years, generating performance
remains very difficult in the short term. With the London Stock Exchange
reporting a thirty year low for initial public offerings, it is clear that the
most exciting companies are choosing to pursue alternative channels for
capital and liquidity. We will continue to look for the right opportunities
and have responded by becoming more active in private capital markets. This
work gives us confidence that the UK continues to brim with innovation and
opportunity, even if it is not currently visible on public markets. We do
expect this down cycle to turn and remain as committed as ever to investing
into UK public companies as and when the situation improves. Until then, we
continue to believe that the sector remains in deep value territory.
We are disappointed with the level of capital deployed within the year, which
does not reflect the significant pipeline that we continue to advance. We have
made an improved start to the new financial year and we hope to report
meaningful progress over the coming months.
Performance
As described in more detail in the Investment Manager’s report, we are
relieved to report finally a period of improved performance (for the second
half of the financial year). In saying that, I am of course very aware that we
are reporting a marginal loss across the year as a whole. However, after four
years of decline, including a further fall in the first half of the financial
year, we are happy to report positive returns in the second half of the
financial year with a gain of +9.36% in the six months to 30 September 2025.
It is extraordinary to think that we must look back to June 2021 to find the
last time we were able to report two consecutive quarters of growth in our
benchmark index.
The year started with some significant headwinds in the run up to the 2024
autumn budget. It was a challenging period for companies on AIM, in particular
those favoured by investors looking for Business Relief or where investors had
accumulated significant gains. This selling pressure weighed on our portfolio
of AIM investments in the first quarter of the financial year. In the end, the
2024 budget outcome was better than feared for AIM IHT investors; however,
other changes to fiscal policy were poorly received by business and financial
markets. Evidently, it would be wrong to say that the second half of the
financial year was characterised by a more benign macro-economic backdrop.
However, investors were willing to look at UK markets through a different and
more positive lens, in part due to challenges in other markets. With UK
equities significantly undervalued both relative to historical norms and other
international markets, it was enough to drive gains in UK domestic indices,
including AIM.
At 30 September 2025, the NAV per share was 36.46 pence which, after adjusting
for the dividends paid in the year of 4.00 pence, gives a NAV total return for
the year of -0.22%(1) which compares with +4.93% on AIM, as measured by the
Deutsche Numis Alternative Market ex IC Index Total Return (calculated on a
dividends reinvested basis). The Directors consider this to be the most
appropriate benchmark, however, due to the range of assets held within the
investment portfolio and the investment restrictions placed on a VCT, it is
not wholly comparable.
The earnings per share total return for the year was a loss of -0.14 pence
(comprising a revenue profit of 0.22 pence and a capital loss of -0.36 pence).
Revenue income decreased by 14% to £2.5m as a result of a reduced allocation
to high yielding non-qualifying equity investments and lower bank interest
received following rate cuts. Income received into the revenue account
exceeded expenses, resulting in a revenue profit for the year of 0.22 pence
per share (FY24: 0.20 pence per share).
The share price decreased from 39.00 pence to 34.40 pence over the reporting
period which, after adjusting for dividends paid of 4.00 pence per share,
gives a share price total return of -1.54%((1)()).
(1) Alternative performance measure definitions and illustrations can
be found in this report.
Investments
The Investment Manager invested £4.8 million into seven Qualifying Companies
during the period. The fair value of Qualifying Investments at 30 September
2025 was £73.0 million (54.1% of NAV) invested in 47((2)()) AIM companies and
seven((3)()) unquoted companies. At the year end, the fair value of equities
in Non-Qualifying Companies, the IFSL Marlborough UK Micro-Cap Growth Fund and
the IFSL Marlborough Special Situations Fund were £8.4 million (6.3% of NAV),
£7.6 million (5.6% of NAV) and £7.1 million (5.3% of NAV) respectively, with
most of the equities in Non-Qualifying Companies listed within the FTSE 350
and offering good levels of liquidity should the need arise. £21.1 million
(15.6% of NAV) was held in short-dated investment grade corporate bonds, £1.3
million (0.9% of NAV) was invested in VanEck Gold Miners UCITS exchange traded
fund and £16.5 million(4) (12.2% of NAV) held in cash at the period end
(including £10.6m held with the Custodian). Further information can be found
in the Investment Manager’s report.
(2) Includes 2 companies listed on the Aquis Exchange and 1 company
listed on NASDAQ.
(3) Excluding companies in administration or at risk of
administration with zero value.
(4) Net of prepayments and accruals.
Dividend
The Directors continue to maintain their policy of targeting a tax free
dividend yield equivalent to 5% of the year end NAV per share (see further in
the report for the full policy).
In the 12-month period to 30 September 2025, the Company paid dividends
totalling 4.00 pence (FY24: 4.00 pence). A final dividend of 1.25 pence (FY23:
1.50 pence) in respect of the 2024 financial year and a special dividend of
1.50 pence was paid on 14 February 2025. An interim dividend of 0.75 pence
along with a special dividend of 0.50 pence (FY24: 1 penny with a special
dividend of 1.50 pence) was paid on 25 July 2025. The payment of the special
dividends reflected the receipt of proceeds received from the sale of various
companies, including Learning Technologies Group, Intelligent Ultrasound Group
and Equals Group.
A final dividend of 1 penny is proposed (FY24: 1.25 pence) which, subject to
Shareholder approval at the forthcoming AGM, will be paid on 13 February 2026
to ordinary Shareholders on the register on 9 January 2026. A special dividend
of 2 pence per share has been approved by the Board. The distribution will
return to Shareholders the proceeds from various exits and disposals,
including Cohort, together with other profitable realisations from
Non-Qualifying Companies. The special dividend will be paid together with the
final dividend on 13 February 2026.
Dividend re-investment scheme (“DRIS”)
Shareholders may elect to reinvest their dividend by subscribing for new
shares in the Company. Further information can be found in the Shareholder
Information section.
On 14 February 2025, 2,905,659, ordinary shares were allotted at a price of
37.54 pence per share, which was calculated in accordance with the terms and
conditions of the DRIS, on the basis of the last published ex-dividend NAV per
share as at close of business on 31 January 2025, to Shareholders who had
elected to receive shares as an alternative to the final dividend for the year
ended 30 September 2024 and special dividend announced on 18 December 2024.
On 25 July 2025, 1,474,949, ordinary shares were allotted at a price of 35.06
pence per share, which was calculated in accordance with the terms and
conditions of the DRIS, on the basis of the last published ex-dividend NAV per
share as at close of business on 11 July 2025, to Shareholders who elected to
receive shares as an alternative to the interim and special dividend for the
year ended 30 September 2025.
Share buybacks
To maintain compliance with its Discount Control and Management of Share
Liquidity policy, the Company purchased, through share buybacks, 13,839,406
ordinary shares (nominal value £138,394) during the 2025 financial year at a
cost of £4,897,644 (average price: 35.39 pence per share).
As at 16 December 2025, a further 2,585,633 ordinary shares have been
repurchased post the year end at a cost of £882,856 (average price: 34.14
pence per share).
Share price discount
The Company aims to improve liquidity and to maintain a discount of
approximately 5 per cent. to the last published NAV per share (as measured
against the mid-price) by making secondary market purchases of its shares in
accordance with parameters set by the Board.
We continued to operate the Discount Control and management of Share Liquidity
policy effectively during the period. As at 30 September 2025, the Company had
one and five year average share price discounts of 4.59%((1)()) and
4.99%((1)()) respectively.
The Company’s share price was trading at a discount of 5.65%((1)()) as at 30
September 2025 compared to a discount of 3.82%((1)()) as at 30 September 2024,
this being calculated using the closing mid-price of the Company’s shares on
30 September 2025 as a percentage of the year end NAV per share, as published
on 8 October 2025.
As at 16 December 2025, the discount to NAV was 5.51% of the last published
NAV per share.
(1) Alternative performance measure definitions and illustrations can
be found in this report.
Offer for subscription
The Directors of the Company announced on 9 October 2024 the launch of an
offer for subscription for shares to raise up to £20 million. The offer
closed on 12 August 2025 at 12pm.
The offer resulted in gross funds being received of £5.6 million and the
issue of 14.9 million shares.
The Company is expecting to launch an offer for subscription for shares to
raise up to £20 million (with the discretion to utilise an over-allotment
facility to raise up to a further £10 million) in early 2026 (the
“Offer”). The Offer is expected to take advantage of the dispensations
permitted under the new Prospectus Rules which take effect on 19 January 2026.
Under these new rules, the Company would not be required to publish an FCA
approved prospectus to make the Offer. However, further details about the
Offer will be made available to Shareholders, including details on how to
apply for new shares in the Company, once finalised by the Directors.
Resolutions are being proposed at the AGM to allow for the issue and allotment
of shares pursuant to the terms of the Offer.
Retention Scheme
The Company is proposing to introduce a retention scheme for certain employees
of the Investment Manager (the “Retention Scheme”), details for which are
expected to be available to Shareholders in the new year.
The Retention Scheme being developed would reward the Investment Manager’s
employees for generating continued growth in the Company going forward and is
viewed by the Board as an important way of incentivising, but also retaining,
high quality staff at the Investment Manager and ensuring their long-term
interests are aligned with Shareholders.
Under the Retention Scheme, a cash performance fee would be payable to the
Investment Manager on reaching certain (stringent) performance conditions. The
whole of a cash performance fee would be distributed to employees of the
Investment Manager on the condition that they agree to reinvest any such cash
amount into the Company through subscription for new shares. (To ensure proper
incentives are maintained, the majority of the performance fee would likely be
deferred, settled over several years and be subject to withholding.)
Final details of the Retention Scheme are expected to be made available in due
course, via a separate Shareholder circular. Once finalised, Shareholders will
be asked to vote on the Retention Scheme at a separate general meeting of the
Company, currently anticipated to be held immediately following the AGM on 5
February 2026.
Capital reductions
At the 2026 AGM, the Company is proposing to cancel the entire amount standing
to the credit of the Company’s share premium account and capital redemption
account and apply the sums resulting from the cancellations to its
distributable reserves. These distributable reserves will provide the Company
with flexibility to support, amongst other things, ordinary share buy-backs
and the payment of dividends and other distributions to Shareholders in the
future. Both reductions are subject to Shareholder vote and Court approval.
Company Secretary
On 1 August 2025, CGAM took over the position of Company Secretary for the
Company, replacing JTC (UK) Limited. Under the terms of the new agreement with
CGAM, the fees payable by the Company for company secretarial services are
expected to decrease from approximately £82,000 to £50,000 per annum.
Cost efficiency
The Board reviews costs incurred by the Company on a regular basis and is
focused on maintaining a competitive OCR. The year end OCR was 2.51%((1))
(FY24: 2.43%((1))) when calculated in accordance with the AIC “Ongoing
Charges” methodology.
The Board would like to see the OCR trending back towards its historical
levels. Reflecting this, the Board has taken various measures to reduce its
fixed overheads, reducing the size of the Board and, in consultation with the
Investment Manager, making further efficiencies. This has included the
transfer of additional services to the Investment Manager at a lower cost than
available through third parties. This is not a new initiative but an extension
of a process that has been underway for some time which has already yielded
very considerable savings for the Company through the internalisation of legal
and financial diligence processes and costs.
To achieve this, the Investment Manager has made a further investment into its
VCT team, adding new operational and marketing resource at no cost to the
Company. In addition, it has taken on the role of Company Secretary,
significantly reducing costs to the Company for this service (see section
above). Taken together, we expect the various cost saving measures taken
within the year to deliver an additional annual saving of approximately
£0.15m.
(1) Alternative performance measure definitions and illustrations can
be found in this report.
Board composition
Angela Henderson did not seek re-election as an independent Director of the
Company at the Annual General Meeting held on 6 February 2025. I wish to take
this opportunity to thank Angela for her valuable contribution over the years.
Angela was Chair of the MSPEC and Megan McCracken took over as Chair of the
MSPEC following the meeting.
As announced by the Company on 22 May 2025, Busola Sodeinde stepped down from
her role as Director of the Company with effect from 21 May 2025. Having
considered the composition of the Board and in particular the number of
independent Directors, Oliver Bedford (lead fund manager at the Investment
Manager) also resigned from his position as a Director with effect from 21 May
2025. I would like to thank Busola and Oliver for the contribution they have
made to the Company during their time on the Board. Oliver will continue in
his role as lead manager at the Investment Manager in relation to the Company.
Due to the size and nature of the Company and the costs associated with
appointing a new Director, the Board has decided that no new Directors will be
appointed to the Board at the current time.
Board remuneration
Following a review of Board remuneration, and taking into account peer group
analysis and inflation, the Board has agreed to increase its remuneration for
the Directors by 4.9%, effective from 1 October 2025.
The annual remuneration of the Chair will increase to £44,500 and the other
independent Directors to £34,500.
An additional fee of £1,500 will continue to be paid to the Chair of the
MSPEC. The Chair of the Audit Committee will continue to receive an additional
fee of £3,000.
Overall, the aggregate fees to be paid to all Directors are expected to reduce
by £96,500 for the year ended 30 September 2026.
Annual General Meeting 2026
Shareholders are invited to attend the Company’s forthcoming AGM to be held
at 12.30 pm on 5 February 2026 at 88 Wood Street, London EC2V 7QR.
Shareholders who are unable to attend the AGM in person are invited to vote by
proxy ahead of the AGM and submit any questions in writing to the Company
Secretary at aimvct@canaccord.com (please include ‘HHV AGM’ in the subject
heading) by 5 pm on 29 January 2026. Answers will be published on the
Company’s website on 6 February 2026. Voting at the AGM will be conducted by
way of a poll to ensure that each vote cast is counted.
Shareholder engagement
Shareholder engagement is given a high priority by the Board. The Company
provides a significant amount of information, including recorded content,
about its activities and performance through its website
(www.hargreaveaimvcts.co.uk).
The website also allows Shareholders to request (by email) updates on
Shareholder events, performance of the fund (interim management statements,
factsheets and video updates) and information on the Company’s fundraising
activities. Please do register your consent with us through the website.
Whilst the Board strongly encourages Shareholders to make use of everything
the website has to offer, the Directors recognise that it is not for everyone.
Shareholders can of course continue to communicate with the Chair, any other
member of the Board or the Investment Manager by writing to the Company, for
the attention of the Company Secretary, at the address set out in the report
or by email to aimvct@canaccord.com.
The Board also wants to provide Shareholders with regular opportunities to
meet directly with the Directors and the Investment Manager’s VCT team. In
addition to the AGM, we expect to hold two in person Shareholder events each
financial year and two Shareholder webinars.
Our annual Shareholder event was held on 1 December 2025, once again at
Everyman Cinema Broadgate, City of London. The event included a presentation
by the Investment Manager covering the 12 months to 30 September 2025, along
with presentations, a fireside chat and a panel discussion with several guest
speakers and a number of portfolio companies. The event concluded with the
screening of a feature film.
The next Shareholder events include the forthcoming AGM to be held at the
Investment Manager’s offices at 88 Wood Street, London EC2V 7QR at 12.30 pm
on 5 February 2026 and a separate Shareholder webinar at 4.30 pm on 10
February 2026. Shareholders are asked to register their interest in attending
Shareholder events through the Company’s website
(www.hargreaveaimvcts.co.uk) or by emailing aimvct@canaccord.com.
Electronic communications and digital dividends
As previously communicated the last dividend payable by cheque was paid in
July 2025.
All future dividends will be paid by bank transfer. We are therefore asking
all Shareholders to ensure they have provided their bank account details ahead
of the payment of the final dividend in respect of the year to 30 September
2025, due in February 2026. Shareholders can provide the Registrar with their
bank details in several ways:
● Web – via the Shareview portal operated by the Registrar.
Please visit www.shareview.co.uk for details on how to register.
● Telephone – by contacting the Registrar on +44 (0) 371 384
2030.
Switching to the digital delivery of Shareholder communications and dividend
distributions is more cost efficient, secure and faster whilst also helping to
reduce our environmental footprint.
The Company no longer prints and distributes interim reports to Shareholders.
The Company no longer prints and distributes interim reports to Shareholders.
The interim results continue to be available for download on the Company’s
website (www.hargreaveaimvcts.co.uk) and a summary of the results are
published via a Regulatory Information Service on the London Stock Exchange.
Where necessary, the Administrator can produce and send out a hard copy.
Shareholders are also encouraged to make use of the Shareview portal operated
by the Registrar, which can be used to monitor their investment, review their
transaction history, see information on dividend payments and update their
communication preferences.
Electronic voting
Electronic proxy voting is available for Shareholders to register the
appointment of a proxy and voting instructions for any general meeting of the
Company once notice has been given. This service assists the Company to make
further printing and production cost savings, reduce our environmental
footprint and streamline the voting process for investors.
Regulatory update
There were no major changes to VCT Rules during the period under review.
Consumer duty
The Consumer Duty regulation is designed to improve the standard of care
provided by financial firms that are involved in the manufacture or supply of
products and services to retail clients.
As the Company is not regulated by the FCA, it falls outside of the Consumer
Duty regulation. With the transfer of the administration contract from CGWL to
CGAM on 1 October 2024, CGAM’s responsibilities under Consumer Duty expanded
and it is now the designated manufacturer and distributor of the Company. In
its capacity as manufacturer, CGAM has conducted a fair value assessment and a
target market assessment for the fund. Having reviewed both reports, the Board
is satisfied that CGAM has continued to comply with its obligations throughout
the period.
VCT status
I am pleased to report that the Company continues to perform well against the
requirements of the VCT Rules and at the period end, the investment test was
99.0% (FY24: 100%) against an 80% requirement when measured using HMRC’s
methodology. The Company satisfied all other tests relevant to its status as a
Venture Capital Trust.
Key information document (“KID”)
In accordance with the PRIIPs regulations, the Company’s KID is published on
the Company’s website at www.hargreaveaimvcts.co.uk.
Risk review
The Board has reviewed the risks facing the Company. Further detail can be
found in the principal and emerging risks and uncertainties section.
Outlook
Once again, the Government’s unhelpful messaging in the run up to the 2025
autumn budget weighed on economic activity with surveys and GDP releases
highlighting a softening in UK economy through the autumn. Measures of UK
consumer and business confidence both dipped, suggesting that households and
companies were again viewing the autumn budget as a risk event. The FTSE AIM
All-Share Index weakened post period end and has lagged other UK indices,
perhaps reflecting some investor caution ahead of the 2025 autumn budget.
We were delighted to learn that the Government intends to introduce
legislation through the Finance Bill 2025-26 that will significantly increase
key thresholds that govern how VCTs deploy capital.
We expect the changes to make a material positive impact on our addressable
market, bringing many more exciting companies into scope. This should
accelerate our rate of deployment and is undoubtedly good news for the UK’s
innovation economy. More puzzling is the Treasury’s decision in parallel to
reduce the level of income tax relief available to investors from 30% to 20%
and in the process throttle back the availability of capital. We will continue
to engage with the Treasury and other stakeholders on the issue.
We are pleased to report that the Investment Manager is reporting an
improvement in deal flow. Post-period end, investments of £2.9 million have
been made across two Qualifying Investments. In addition, the team is active
on a large number of deals across both public and private markets and expect
several deals to close over the coming weeks.
David Brock
Chair
18 December 2025
The Company and its Business Model
The Company was incorporated and registered in England and Wales on 16 August
2004 under the Companies Act 1985, registered number 05206425.
The Company has been approved as a Venture Capital Trust (or VCT) by HMRC
under section 259 of the Income Taxes Act 2007. The shares of the Company were
first admitted to the Official List of the UK Listing Authority and traded on
the London Stock Exchange on 29 October 2004. The Company is listed on the
main market of the London Stock Exchange. It can be found under the TIDM code
“HHV”.
In common with many other VCTs and in accordance with the terms of the
Articles, the Company has revoked its status as an investment company to allow
it to pay dividends out of capital profits.
The Company’s principal activity is to invest in a diversified portfolio of
qualifying small UK based companies, primarily trading on AIM, with a view to
generating capital returns and income from its portfolio and to make
distributions from capital and income to Shareholders whilst maintaining its
status as a VCT.
The Company is registered as a small UK AIFM with a Board comprising three
non-executive Directors, all of whom are independent. CGAM acts as Investment
Manager and Administrator, whilst CGWL acts as Custodian of the Company. JTC
(UK) Limited acted as Company Secretary from 1 October 2024 to 31 July 2025.
With effect from 1 August 2025 CGAM was appointed as Company Secretary.
The Board has overall responsibility for the Company’s affairs including the
determination of its investment policy. However, the Board exercises these
responsibilities through delegation to the Investment Manager, the
Administrator, the Custodian and the Company Secretary as it considers
appropriate.
The Directors have managed and continue to manage the Company’s affairs in
such a manner as to comply with section 259 of the Income Taxes Act 2007.
Investment Objectives, Policy and Strategy
Investment objectives
The investment objectives of the Company are to generate capital gains and
income from its portfolio and to make distributions from capital or income to
Shareholders whilst maintaining its status as a Venture Capital Trust.
Investment policy
The Company intends to achieve its investment objectives by making Qualifying
Investments in companies listed on AIM, private companies and companies listed
on the AQSE Growth Market, as well as Non-Qualifying Investments as allowed by
the VCT Rules.
Qualifying Investments
The Investment Manager will maintain a diversified portfolio of Qualifying
Investments which may include equities and fixed income securities as
permitted by the VCT Rules. Investments will primarily be made in companies
listed on AIM but may also include private companies that meet the Investment
Manager’s criteria and companies listed on the AQSE Growth Market. These
small companies have a permanent establishment in the UK and, whilst of high
risk, should have the potential for significant capital appreciation.
To maintain its status as a VCT, the Company must have 80 per cent. by value,
as measured by the VCT Rules, of all of its investments in Qualifying
Investments throughout accounting periods of the VCT beginning no later than
three years after the date on which those shares are issued. To provide some
protection against an inadvertent breach of this rule, the Investment Manager
targets a threshold of approximately 85 per cent.
Non-Qualifying Investments
Non-Qualifying Investments must be permitted by the VCT Rules and may include
equities and exchange traded funds listed on the main market of the London
Stock Exchange, fixed income securities, bank deposits that are readily
realisable, the IFSL Marlborough Special Situations Fund and the IFSL
Marlborough UK Micro-Cap Growth Fund. Subject to the investment controls
below, the allocation to each of these investment classes will vary to reflect
the Investment Manager’s view of the market environment and the deployment
of funds into Qualifying Companies. The market value of the Non-Qualifying
Investments (excluding bank deposits) will vary between nil and 50 per cent.
of the net assets of the Company.
The value of funds held in bank deposits will vary between nil and 30 per
cent. of the net assets of the Company.
Investment controls
The Company may make co-investments in investee companies alongside other
funds, including other funds managed by the Investment Manager.
Other than bank deposits, no individual investment shall exceed 10 per cent.
of the Company’s net assets at the time of investment.
Borrowings
The Articles permit the Company to borrow up to 15 per cent. of its adjusted
share capital and reserves (as defined in the Articles). However, it is not
anticipated that the Company will have any borrowings in place and the
Directors do not intend to utilise this authority.
To the extent that any future changes to the Company’s investment policy are
considered to be material, Shareholder consent to such changes will be sought.
Such consent applies to the formal investment policy described above and not
the investment process set out below.
Investment process and strategy
The Investment Manager follows a stock specific investment approach based on
fundamental analysis of the investee company.
The Investment Manager’s fund management team leverages its market
connections and meets with numerous companies each week. These meetings
provide insight into investee companies, their end markets, products and
services, or their competition. Investments are monitored closely and the
Investment Manager usually meets or engages with their senior leadership team
at least twice each year. Where appropriate, the Company may co-invest
alongside other funds managed by the Investment Manager and, depending on the
circumstances, this may require Board approval.
The key selection criteria used in deciding which investments to make include,
inter alia:
* the strength and depth of the management team;
* the business strategy;
* a prudent approach to financial management and forecasting;
* a strong balance sheet;
* profit margins, cash flows and the working capital cycle;
* barriers to entry and the competitive landscape; and
* the balance of risk and reward over the medium and long term.
Qualifying Investments
Investments are made to support the growth and development of a Qualifying
Company. The Investment Manager will maintain a diversified portfolio that
balances opportunity with risk and liquidity. Qualifying Investments will
primarily be made in companies listed on AIM but may also include private
companies and companies listed on the AQSE Growth Market. Seed funding is
rarely provided and only when the senior leadership team includes proven
business leaders known to the Investment Manager.
Working with advisers, the Investment Manager will screen opportunities, often
meeting management teams several times prior to investment to gain a detailed
understanding of the company. Investments will be sized to reflect the risk
and opportunity over the medium and long term. In many cases, the Investment
Manager will provide further funding as the need arises and the investment
matures. When investing in private companies, the Investment Manager will
shape the investment to meet the investee company’s needs whilst balancing
the potential for capital appreciation with risk management.
Investments will be held for the long term unless there is a material adverse
change, evidence of structural weakness, or poor governance and leadership.
Partial realisations may be made where necessary to balance the portfolio or,
on occasion, to capitalise on significant mispricing within the stock market.
Non-Qualifying Investments
The Investment Manager’s VCT team works closely with the Investment
Manager’s wider fund management team to deliver the investment strategy when
making Non-Qualifying Investments, as permitted by the VCT Rules. The
Investment Manager will vary the exposure to the available asset classes to
reflect its view of the equity markets, balancing the potential for capital
appreciation with risk management, liquidity and income.
The Non-Qualifying Investments will typically include a focused portfolio of
direct investments in companies listed on the main market of the London Stock
Exchange. The portfolio will mix long term structural growth with more
tactical investment to exploit short term mispricing within the market.
The use of the IFSL Marlborough Special Situations Fund and the IFSL
Marlborough UK Micro-Cap Fund enables the Company to adjust its exposure to
small UK companies to reflect market factors and changes to the Company’s
working capital.
The Investment Manager may use certain exchange traded funds listed on the
main market of the London Stock Exchange to gain exposure to asset classes not
otherwise accessible to the Company.
Environmental, social and governance considerations
The Investment Manager has a tailored approach to environmental, social and
governance (“ESG”) issues that is integrated into its investment
decision-making process for investments in Qualifying Companies.
The Investment Manager’s approach reflects the profile of the investee
company and the role of ESG factors in the Company’s investment thesis. As a
minimum, the ESG review for investments in Qualifying Companies will consider
the following areas:
* role, structure and operation of the board (including the application of
corporate governance codes);
* treatment of employees (and related laws such as the prevention of modern
slavery);
* robustness of accounting and internal controls; and
* environmental and/or social impacts of the business.
The Investment Manager will seek to engage and influence companies on any
areas of improvement identified through due diligence and material ESG issues
that arise during the term of the investment.
The Investment Manager has published ESG, Engagement and Conflicts Policies
and is a signatory to the UN Principles of Responsible Investment. The Company
will continue to engage with its investee companies to encourage more
substantive reporting on ESG credentials and the development of sustainability
goals.
Risk management
The structure of the Company’s investment portfolio and its investment
strategy has been developed to mitigate risk where possible. Key risk
mitigation strategies are as follows:
* the Company has a broad portfolio of investments to reduce stock specific
risk;
* flexible allocations to Non-Qualifying Equities, exchange traded funds
listed on the Main Market of the London Stock Exchange, fixed income
securities, bank deposits that are readily realisable, the IFSL Marlborough
Special Situations Fund and the IFSL Marlborough UK Micro-Cap Fund allow the
Investment Manager to adjust portfolio risk without compromising liquidity;
* regular meetings with investee companies aid the close monitoring of
investments to identify potential risks and allow corrective action where
possible; and
* regular Board meetings and dialogue with the Directors, along with policies
to control conflicts of interest and co-investment with the IFSL Marlborough
fund mandates support strong governance.
Key Performance Indicators
The Directors consider the following KPIs to assess whether the Company is
achieving its strategic objectives. The Directors believe these measures help
Shareholders assess how effectively the Company is applying its investment
policy and are satisfied the results give a fair indication of whether the
Company is achieving its investment objectives and policy. The KPIs are
established industry measures.
Further commentary on the performance of these KPIs has been provided in the
Chair’s Statement and Investment Manager’s Report.
1 NAV and share price total returns
The Board monitors NAV and share price total return to assess how the Company
is meeting its objective of generating capital gains and income from its
portfolio and making distributions to Shareholders. The NAV per share
decreased from 40.55 pence to 36.46 pence resulting in a loss to ordinary
Shareholders of -0.09 pence per share (-0.22%)((1) )after adjusting for
dividends paid in the year.
The Board considers peer group and benchmark comparative performance. Due to
the very low number of AIM VCTs, the Board reviews performance against the
generalist VCTs as well as the AIM VCTs to provide a broader peer group for
comparison purposes. During the year, the Company changed its performance
benchmark from the FTSE AIM All-Share Index Total Return to the Deutsche Numis
Alternative Market ex IC Index Total Return, as use of the former is no longer
permitted. Both indices are broadly similar, and the Company believes the new
benchmark remains an appropriate measure of performance relative to our
investment strategy. With 41.3% of the NAV in companies listed on AIM, the
Directors consider this to be the most appropriate benchmark. However, HMRC
derived investment restrictions and investments in private companies, main
market listed companies and bonds mean that the index is not a wholly
comparable benchmark for performance.
Rolling Returns to end Sep 2025 1Y 3y 5y 10y
NAV total return (()(2)()) -0.22% -17.83% -17.85% 10.74%
Share price total return ((2)) -1.54% -24.46% -11.44% 11.17%
NAV total return (dividends reinvested) (()(3)()) -0.03% -19.51% -25.58% -1.55%
Share price total return (dividends reinvested) (()(3)()) -1.73% -26.23% -20.12% -1.00%
Deutsche Numis Alternative Market ex IC Index Total Return 4.93% -0.85% -15.79% 20.27%
Source: CGAM
(1) Alternative performance measure definitions and illustrations can
be found in this report.
(2) Reflecting the significant return of capital through regular and
special dividends in recent years, which materially exceeds the dividends paid
by the Deutsche Numis Alternative Market ex IC Index, the Board is of the view
that it is more accurate to report performance against the benchmark on a
(simple) total return basis rather than on a dividends re-invested basis. The
Board also notes that approximately 90% of Shareholders do not participate in
the Company’s DRIS scheme, making the simple total return (without dividends
reinvested) more reflective of Shareholder returns as experienced by the vast
majority of Shareholders. The definition and illustration of this alternative
performance measure can be found in this report.
(3) The NAV total return (dividends reinvested) and share price total
return (dividends reinvested) measures have been included to improve
comparability with the Deutsche Numis Alternative Market ex IC Index Return
which is also calculated on that basis. The definitions and illustrations of
these alternative performance measures can be found in this report.
Reflecting the difficult market conditions that continued to weigh on
performance through the financial year, and in common with the AIM VCT peer
group, the Company reported a modest reduction in the NAV per share. The NAV
total return fell behind the benchmark over one, three and five years,
reflecting compositional differences between the portfolio and the benchmark.
Much of these differences can be attributed to restrictions that flow from the
VCT Rules and create structural disconnects to our benchmark. For example,
Basic Resources is the largest sector on AIM (18% weighting, +68% return) and
was the most significant driver of performance on AIM in the period. This is a
sector that is very difficult for VCTs to access. The pattern repeats for
Energy (6% sector weighting, +22% return) and the Construction and Materials
(7% sector weighting, +12% return). In contrast, the portfolio has significant
overweight allocations to the healthcare and technology relative to the
benchmark.
Both sectors were negative contributors to AIM within the year under review.
Performance was ahead of both the AIM and generalist VCT peer group averages
over one year and ahead of the AIM VCT peer group average over three years.
Performance continues to lag the generalist VCT peer group over longer time
horizons. This is also true of the AIM VCT peer group.
Whilst there are early signs that AIM may have found a bottom in April 2025,
the value compression of companies listed on AIM that started in September
2021 remains a dominant theme with AIM continuing to trade at a discount of
nearly 40% to its long-term average earnings multiple. The value disconnect
looks particularly stark when viewed alongside other global benchmarks. Much
of this may be attributed to continued outflows from UK equities with the IA
UK small cap sector now into its fifth year of monthly outflows.
Last year, we observed a notable performance gap between the AIM VCT peer
group and the generalist VCT peer group over three years. Whilst this has
narrowed substantially, it remains the case that generalist VCTs continue to
report better three-year performance and substantially better five-year
performance.
Further detailed information on peer group performance is available through
Morningstar (https://www.morningstar.co.uk) and the AIC
(https://www.theaic.co.uk/aic/find-compare-investment-companies).
2. Share price discount to NAV per share
The Company uses secondary market purchases of its shares to improve the
liquidity in its shares and support the discount. The discount to NAV per
share is an important influence on a selling Shareholder’s eventual return.
The Company aims to maintain a discount of approximately 5 per cent. to the
last published NAV per share (as measured against the mid-price).
The Company’s shares traded at a discount of 5.65%((1) )as at 30 September
2025 (FY24: 3.82%((1))) when calculated with reference to the 30 September
2025 NAV per share. The one and five year average share price discounts were
4.59%((1) )and 4.99%((1) ) respectively.
The Company’s shares are priced against the last published NAV per share
with the market typically adjusting the price to reflect the NAV after its
publication. In line with the Company’s valuation policy, the Company aims
to publish the quarter end NAV per share within seven business days of the
period end to allow time for the Investment Manager and Board to review and
agree the valuation of the private companies held within the investment
portfolio.
The Company’s share price on 30 September 2025 reflected the last published
NAV per share prior to the year end, which was released on 30 September 2025.
The 30 September 2025 NAV was reported on 8 October 2025, following the review
of the valuations of the private companies.
As at 16 December 2025, the discount to NAV was 5.51% of the last published
NAV per share.
(1) Alternative performance measure definitions and
illustrations can be found in this report.
3. Ongoing charges ratio
The Company’s ongoing charges for the year ended 30 September 2025 were
2.51%((1) )(FY24: 2.43%((1))) of the average net assets. The increase in the
OCR primarily reflects a reduction in average net assets, driven by a decline
in NAV per share and the payment of special dividends. The ratio is calculated
using the AIC’s “Ongoing Charges” methodology, which divides ongoing
expenses by average net assets.
The Board aims to return the OCR to historic levels and has implemented
cost-saving measures, as outlined in the Chair’s Statement, expected to
deliver annual savings of approximately £0.15 million.
While the Company’s OCR remains competitive within the broader VCT sector,
it is marginally higher than that of other AIM VCTs. Although based on
historical data, the ratio offers Shareholders a useful indication of the
future cost of managing the fund.
4. Dividends per share
The Company’s policy is to target a tax-free dividend yield equivalent to 5%
of the year end NAV per share. The Board remains committed to maintaining a
steady flow of dividend distributions to Shareholders.
In the 12-month period to 30 September 2025, the Company paid dividends
totalling 4.00 pence (FY24: 4.00 pence). A final dividend of 1.25 pence (FY23:
1.50 pence) in respect of the 2024 financial year and a special dividend of
1.50 pence was paid on 14 February 2025. An interim dividend of 0.75 pence
along with a special dividend of 0.50 pence (FY24: 1 penny with a special
dividend of 1.50 pence) was paid on 25 July 2025.
A final dividend of 1 penny is proposed (FY24: 1.25 pence) which, subject to
Shareholder approval at the forthcoming AGM, will be paid on 13 February 2026
to ordinary Shareholders on the register on 9 January 2026. A special dividend
of 2 pence per share has been approved by the Board. The distribution will
return to Shareholders the proceeds from various exits and disposals,
including Cohort, together with other profitable realisations from
Non-Qualifying Companies. The special dividend will be paid together with the
final dividend on 13 February 2026.
The below table demonstrates how the Board has been able to consistently pay
dividends in line with the 5% target and the Company’s dividend policy.
Dividends paid/payable by financial year
Year Year end NAV Dividends Yield Additional information
pence per share
2010/11 61.14 4.00 6.5%
2011/12 61.35 3.25 5.3%
2012/13 71.87 3.75 5.2%
2013/14 80.31 4.25 5.3%
2014/15 74.64 4.00 5.4%
2015/16 75.93 4.00 5.3%
2016/17 80.82 4.00 4.9%
2017/18 87.59 5.40 6.2% Including special dividend of 1 penny.
2018/19 70.60 3.75 5.3%
2019/20 73.66 5.40 7.3% Including a special dividend of 1.75 pence.
2020/21 100.39 7.40 7.4% Including a special dividend of 2.50 pence.
2021/22 60.19 3.00 5.0%
2022/23 46.34 4.50 9.7% Including a special dividend of 2.00 pence.
2023/24 40.55 3.75 9.2% Including a special dividend of 1.50 pence.
2024/25 36.46 3.75 6.2% Including special dividends of 1.50 pence and 0.50 pence paid in February 2025 and July 2025 respectively, and a proposed 1 penny final dividend
5. Compliance with VCT Rules
A VCT must be approved by HMRC at all times and, in order to retain its
status, the Company must meet a number of tests as set out by the VCT Rules, a
summary of which can be found in this report. Throughout the year ended 30
September 2025 the Company continued to meet these tests.
The investment test decreased marginally from 100% to 98.98% in the financial
year. The investment test remained comfortably ahead of the 80% threshold that
applies to the Company as at 30 September 2025 and ahead of the target of 85%
as set out in the Company’s investment policy.
During the period, the Company invested £4.8 million into seven Qualifying
Companies, three of which were investments into new Qualifying Companies.
The Board believes that the Company will continue to meet the HMRC defined
investment test and other qualifying criteria on an ongoing basis.
For further details please refer to the Investment Manager’s report.
Principal and Emerging Risks and Uncertainties
The Directors acknowledge that they are responsible for the effectiveness of
the Company’s risk management and internal controls and periodically review
the principal risks faced by the Company. The Board may fulfil these
responsibilities through delegation to CGAM and CGWL as it considers
appropriate. The principal risks facing the Company, together with mitigating
actions taken by the Board, are set out below:
Risk Potential consequence How the Board mitigates risk Changes during the year
Venture Capital Trust loss of status risk. The Company operates in a complex regulatory environment and faces a number of related risks. A breach of section 259 of the Income Taxes Act 2007 could result in the disqualification of the Company as a VCT. Loss of VCT approval could lead to the Company losing its exemption from corporation tax on capital gains, Shareholders losing their tax reliefs and, in certain circumstances, being required to repay the initial tax relief on their investment. To reduce this risk, the Board has appointed an Investment Manager with significant experience in the management of venture capital trusts. The Investment Manager regularly provides the Board with written and verbal reports. The Board also appointed Philip Hare & Associates LLP to monitor compliance with regulations and provide half-yearly compliance reports to the Board. No change.
Investment risk. Many of the Company’s investments are held in small, high risk companies which are either listed on AIM or privately held. Investment in poor quality companies could reduce the capital and income return to Shareholders. Investments in small companies are often illiquid and may be difficult to realise. The Board has appointed the Investment Manager which has significant experience of investing in small companies. The Investment Manager maintains a broad portfolio of investments across a wide range of industries and sectors. Individual Qualifying Investments rarely exceed 5% of net assets. The Investment Manager holds regular company meetings to monitor investments and identify potential risk. The VCT liquidity is monitored on a regular basis by the Investment Manager and reported to the Board quarterly and as necessary. The growth outlook for the UK economy has diminished with GDP growth expected to reduce from 1.5% in 2025 to 1.4% in 2026
(source: Office for Budget Responsibility, November 2025). The Bank of England is expected to continue to reduce interest rates,
which will provide some support to consumer and business confidence and encourage investment into growth. Offsetting this, the
2024 autumn budget introduced significant increases to regulated wages and National Insurance contributions that increased the
cost of employment, limited private sector wage growth and contributed to higher inflation. Changes to Business Relief have
reduced the incentives to invest on AIM for those investors seeking to mitigate inheritance tax. The 2025 autumn budget has
included changes to personal taxation that may drive changes in consumer behaviour, with implications for the UK economy. The
2025 autumn budget included proposed changes to VCT rules that govern the deployment of capital into Qualifying Companies. These
changes are expected to come into effect on 6 April 2026 and will include material increases in several key thresholds.
Collectively, the changes will increase the addressable market and improve the Company’s ability to provide growth capital to a
wider variety of more mature companies, including those within the existing portfolio. Cyberattacks on several prominent UK
companies highlight the elevated risk facing companies and the potential for profound financial harm through direct attack or
attacks on key suppliers or customers.
Compliance risk. The Company is required to comply with the FCA UK Listing Rules and the Disclosure Guidance and Transparency Rules, the Companies Act 2006, Accounting Standards, the General Data Protection Regulation and other legislation. The Company is also a small registered UK AIFM and has to comply with the requirements of the AIFM Directive. Failure to comply with these regulations could result in a delisting of the Company’s shares, financial penalties, a qualified audit report and/or loss of Shareholder trust. Board members have considerable experience of operating at senior levels within quoted businesses. They have access to a range of advisers including solicitors, accountants and other professional bodies and take advice when appropriate. CGWL and CGAM provide compliance oversight to both the Administrator and the Investment Manager and reports to the Board on a quarterly basis. No change.
Operational risk and outsourcing. Failure in the Investment Manager, Administrator, Custodian, Company Secretary or other appointed third-party systems and controls or disruption to their respective businesses as a result of operational failure, environmental hazards or cyber security attacks. Failures could put the assets of the Company at risk or result in reduced or inaccurate information being passed to the Board or Shareholders. Quality standards may be reduced through lack of understanding or loss of control. The Company has in place a risk matrix and a set of internal policies which are reviewed on a regular basis. It has written agreements in place with its third-party service providers. The Board receives regular reports from the Investment Manager, Administrator and Custodian to provide assurance that they operate appropriate control and oversight systems and have in place training and other defence measures to mitigate, among other things, the risk of cyber attack. Additionally, the Board receives a control report from the Registrars on an annual basis. Where tasks are outsourced to other third parties, reputable firms are used and performance is reviewed periodically by the MSPEC. No change.
Key personnel risk. A change in the key personnel involved in the management of the portfolio. Potential impact on investment performance. The Board discusses key personnel risk and resourcing with the Investment Manager periodically. To mitigate this risk, the VCT team within the Investment Manager has a large team comprising two fund managers, a portfolio manager, an investment analyst, a legal counsel, a business operations manager, a distribution specialist and a marketing professional. To reduce key person risk, the Board is currently developing proposals for a new Retention Scheme for eligible employees of the
Investment Manager. Please see the Chair's Statement for further details.
Exogenous risks such as economic, political, geopolitical financial, climate change and health. Economic risks include recession and sharp changes in interest rates. Political risks include a change in government policy causing the VCT scheme to be brought to an end or altered in such a way that VCTs become less attractive to investors, changes to economic or fiscal policy or the introduction of tariffs or other restrictions that might impact upon a company’s operational model, reduce revenues, depress profit margins and increase the cost of capital. Geopolitical risks include the impact of wars or conflicts. Climate change presents environmental, geopolitical, regulatory and economic risks. Health risks include the possibility of another pandemic. Instability or changes arising from these risks could have an impact on stock markets and the value of the Company’s investments so reducing returns to Shareholders. Companies may face restrictions on emissions, water consumption and increased risk of environmental hazards. Regular dialogue with the Investment Manager provides the Board with assurance that the Investment Manager is following the investment policy agreed by the Board and appraises the Board of the portfolio’s current positioning in the light of prevailing market conditions. The Company’s investment portfolio is well diversified and the Company has no gearing. The Board regularly reviews investment test forecasts and liquidity analysis, including under stress scenarios, to monitor current and anticipate future performance against HMRC legislation and to ensure the Company has, and will continue to have, access to sufficient liquidity and distributable reserves to maintain compliance with its key policies. The Board keeps abreast of current thinking through contact with industry associations and its advisers. Where appropriate, the Investment Manager undertakes a review of ESG factors as part of the investment process. Climate change, or the need to limit its impact, will result in technological innovation as young companies seek to develop solutions and create opportunities for value creation for existing or new Qualifying Companies. The Bank of England continued to reduce interest rates through 2025, decreasing the cost of debt for companies and households.
Interest rates are expected to fall further during 2026. However, the war in Ukraine and the potential for conflict elsewhere
present a range of risks that may have profound economic and social consequences if they impact access to certain commodities or
result in material increases to the cost of living. The 2025 autumn budget included provisions to reduce the income tax relief
available to VCT investors from 30% to 20% with effect from 6 April 2026. Over time, this may lead to a material reduction in
the level of capital invested into VCTs and reduce their ability to invest into new Qualifying Companies. The US government
introduced a radically different approach to US trade policy, including the introduction of new tariffs on countries exporting
goods and services into the US. The full impact of this on portfolio companies is yet to be fully understood, although it is
thought to be relatively limited.
Additional risks and further details of the above risks and how they are
managed are explained in note 15 of the Financial Statements. Trends
affecting future developments are discussed in the Chair’s Statement and the
Investment Manager’s Report.
Additional Disclosures
Long-term viability statement
In accordance with provision 36 of the AIC Code, the Directors have carried
out a robust assessment of the Company’s current position and its emerging
and principal risks. Further details can be found in the Principal and
Emerging Risks and Uncertainties section. This assessment has been carried out
over a longer period than the 12 months required by the ‘Going Concern’
provision. The Board conducted this review for a period of five years, which
was selected because it:
* is consistent with investors’ minimum holding period to retain the 30%
income tax relief;
* exceeds the time allowed to deploy funds raised under any current offers in
accordance with the VCT Rules; and
* is challenging to forecast beyond five years with sufficient accuracy to
provide actionable insight.
The Board considers the viability of the Company as part of its continuing
programme of monitoring risk. The Company has a detailed risk control
framework, documented procedures and forecasting model in place to reduce the
likelihood and impact of risk taking that exceeds the levels agreed by the
Board. These controls are reviewed by the Board and Investment Manager on a
regular basis.
The Board has considered the Company’s financial position and its ability to
meet its liabilities as they fall due over the next five years. Forecasts and
stress tests have been used to support their assessment and the following
factors have been considered in relation to the Company’s future viability:
* the Company maintains a highly diversified portfolio of Qualifying
Investments;
* the Company is well invested against the HMRC investment test (98.98% at 30
September 2025) and the Board believes the Investment Manager will continue to
have access to sufficient numbers of investment opportunities to maintain
compliance with the HMRC investment test;
* the Company held £16 million in cash as at 30 September 2025 (including
£10.6m held with the Custodian);
* the Company held distributable reserves of £79.9 million at 30 September
2025, equivalent to 21.58 pence per share;
* the Company has a portfolio of Non-Qualifying Investments, most of which are
listed in the FTSE 350 and offer good levels of liquidity should the need
arise;
* the financial position of the Company at 30 September 2025 was strong with
no debt or gearing;
* the offer for subscription launched on 9 October 2024 has provided further
liquidity for deployment in line with the Company’s policies and to meet
future expenses;
* the OCR of the Company at the year end was 2.51%;
* the Company has procedures and forecast models in place to identify, monitor
and control risk, portfolio liquidity and other factors relevant to the
Company’s status as a VCT; and
* the Investment Manager and the Company’s other key service providers have
contingency plans in place to manage operational disruptions.
In assessing the Company’s future viability, the Board has assumed that
investors will wish to continue to have exposure to the Company’s
activities, that performance will be satisfactory and the Company will
continue to have access to sufficient capital.
Based on this assessment, the Directors have a reasonable expectation that the
Company will be able to continue in operation and meet its liabilities as they
fall due over the next five years.
Prospects
The prospects and future development of the Company are discussed in detail in
the outlook section of the Chair’s statement.
Additional disclosures in the Strategic Report
Additional disclosures required by the Companies Act 2006, the Disclosure
Guidance and Transparency Rules and the FRC’s Guidance on the Strategic
Report are contained in the reports and other disclosures made in this report,
which are incorporated by reference into the Strategic Report.
The Strategic Report is approved, by order of the Board of Directors.
David Brock
Chair
18 December 2025
Summary of VCT Rules (for the year ended 30 September 2025)
To maintain its status as a VCT, the Company must be approved by HMRC and
comply with a number of conditions. A summary of the most important conditions
are detailed below((1)):
VCT obligations
VCTs must:
* have 80 per cent. (by VCT tax value) of all funds raised from the issue of
shares invested in Qualifying Investments throughout accounting periods of the
VCT beginning no later than three years after the date on which those shares
are issued;
* have at least 70 per cent. by VCT tax value of Qualifying Investments in
Eligible Shares which carry no preferential rights (unless permitted under VCT
Rules);
* have at least 30 per cent. of all new funds raised by the Company invested
in Qualifying Investments within 12 months of the end of the accounting period
in which the Company issued the shares;
* have no more than 15 per cent. by VCT tax value of its investments in a
single company (as valued in accordance with the VCT Rules at the date of
investment);
* derive most of its income from shares and securities, and, must not retain
more than 15 per cent. of its income derived from shares and securities in any
accounting period; and
* have their shares listed on the main market of the London Stock Exchange or
a European regulated Stock Exchange.
VCTs must not:
* make a Qualifying Investment in any company that: * has (as a result of the
investment or otherwise) received more than £5 million from State aid
investment sources in the 12 months prior to the investment (£10 million for
Knowledge Intensive Companies);
* has (as a result of the investment or otherwise) received more than £12
million from State aid investment sources in its lifetime (or £20 million for
Knowledge Intensive Companies);Qualifying Investments
* in general has been generating commercial revenues for more than seven years
(or 10 years for Knowledge Intensive Companies); or
* will use the investment to fund an acquisition of another company (or its
trade and assets).
* make any investment which is not a Qualifying Investment unless permitted by
section 274 ITA; and/or
* return capital to Shareholders before the third anniversary of the end of
the accounting period during which the subscription for shares occurs.
Qualifying Investments
A Qualifying Investment consists of new shares or securities issued directly
to the VCT by a Qualifying Company that at the point of investment:
* has gross assets not exceeding £15 million prior to investment and £16
million post investment;
* carries out activities which are regarded as a Qualifying Trade;
* is a private company or is listed on AIM or the AQSE Growth Market;
* has a permanent UK establishment;
* is not controlled by another company;
* will deploy the money raised for the purposes of the organic growth and
development of a Qualifying Trade within two years;
* has fewer than 250 employees (or fewer than 500 employees in the case of
certain Knowledge Intensive Companies);
* in general, has not been generating commercial sales for more than seven
years (10 years for Knowledge Intensive Companies);
* has not received more than the permitted annual and lifetime limits of risk
finance State aid investment;
* meets the risk to capital condition (meaning the Qualifying Company has
long-term plans for growth and there is a significant risk that there could be
a loss of capital to the Company of an amount exceeding the net return); and
* has not been set up for the purpose of accessing tax reliefs or is in
substance a financing business.
(1) Following the 2025 autumn budget announcements, there are
expected to be changes to the VCT Rules with effect from April 2026.
Investment Manager’s Report
Introduction
This report covers the 2024/25 financial year, 1 October 2024 to 30 September
2025. The Investment Manager’s Report contains references to movements in
the NAV per share and NAV total return per share. Movements in the NAV per
share do not necessarily mirror the earnings per share reported in the
accounts and elsewhere, which convey the profit after tax of the Company
within the reported period as a function of the weighted average number of
shares in issue for the period.
Investment performance measures contained in this report include realised and
unrealised gains and losses and income.
Investment report
The financial year to 30 September 2025 was marked by extraordinary political
and economic developments. On more than one occasion, Harold Wilson’s
observation that a week is a long time in politics proved apt. JD Vance’s
Munich speech in February 2025 signalled a US administration unconstrained by
traditional protocols. The confusion that followed ‘Liberation Day’ and
President Trump’s Rose Garden speech upended decades of global trade
principles, triggering a period of severe market volatility as analysts
struggled to interpret the implications of a rapidly evolving US tariff
regime.
Liberation Day was preceded by a challenging start to the year following the
UK's 2024 autumn budget. Fiscal policy was seen as negative for growth but
positive for inflation. Bond markets responded by pushing up UK borrowing
costs. Changes to regulated wages weighed heavily on employers and sapped
business confidence, leading to a weaker economy, higher unemployment and a
drop in consumer confidence. Households retrenched, increasing their savings
rate and reducing debt.
UK inflation climbed steadily through the year, peaking at 3.8% in July.
Despite inflation peaking at a level that was higher than expected at the
start of the year, the Bank of England was able to reduce interest rates to
4.0% through four quarter point cuts. Inflation is expected to fall as we head
through 2026, potentially allowing for a further two or three cuts next year.
Consumer sentiment, while still fragile, improved in the early summer but has
since remained moribund. Households remain cautious, reflecting concerns about
rising unemployment and the risk of higher taxes. UK borrowing costs remained
the highest in the G7 as markets became more restless about public spending,
fiscal headroom and persistent inflation, and set the scene for a challenging
2025 autumn budget. There was little that could be described as positive,
either in the pre-budget communications strategy or the policy proposals put
forward by the Chancellor. Business confidence turned lower.
While selling pressure on UK equities was evident in the first half of the
financial year, sentiment shifted as the year progressed. UK equity markets,
cheap in both relative and absolute terms, began to attract renewed interest
as investors questioned the potential impact of the revised US trade policy
and rotated towards markets with defensive characteristics, stable politics
and low valuations. The UK, expected to weather tariff changes better than
most, became more attractive, though this is yet to result in inflows to UK
small-cap funds.
Despite these many challenges, the year was a positive one for UK markets and
domestically focused indices. Whilst the path to recovery remains a long one,
we are pleased to report finally that, following three years of decline,
AIM((1) )recorded a gain of +4.93% across the period under review.
(1) As measured by the Deutsche Numis Alternative Markets (ex
IC) Total Returns Index.
Performance
In the 12 months to 30 September 2025, the NAV per share decreased from 40.55
pence to 36.46 pence. Adjusting for 4.00 pence of dividends paid in the year,
this gives a total return of -0.22%.
The Qualifying Investments made a net loss of –0.04 pence per share whilst
the Non-Qualifying Investments made a net gain of 0.71 pence per share.
Although our portfolio company news flow is, for the most part, determined by
the execution of business plans by CEOs and not macroeconomic drivers, our
data shows portfolio company performance in aggregate tracked the business
confidence surveys or PMI data published over the year, albeit with a lag to
reflect time taken for public companies to update markets. As such, there is a
distinctive pattern which mirrored the souring of the mood following the 2024
autumn budget and again around Liberation Day before news flow turned more
positive through the summer. More recently, surveys showed declining business
and a drop in economic activity ahead of the 2025 autumn budget.
As has been a feature of recent years, trading patterns are very different by
sector. Defence, for example, where we have had a high exposure through Cohort
alongside Non-Qualifying Investments in BAE and Chemring, has been very
strong. Consumer discretionary has been mixed, as has life sciences. However,
life sciences is a broad church that ranges from AI health tech to
pre-clinical stage therapeutic assets. Those looking to introduce AI powered
tools are experiencing strong engagement whilst other categories within
healthcare are struggling to attract investor interest and capital.
As we noted last year, the 2024 autumn budget cast a long shadow over AIM,
undermining performance and introducing idiosyncratic factors that distorted
valuations. These have partially dissipated over the year, with AIM performing
broadly in line with other domestically focused UK indices. There has been a
broader recognition by acquirers and investors that AIM remains home to a
large cohort of undervalued companies. Unfortunately, it is strategic
acquirers rather than investors that have acted upon this and we have lost
several companies to successful bids.
Whilst market distortions continue to weigh on performance, they have not been
a factor in those companies that have made the most significant individual
contributions to performance. As is nearly always the case, management
execution has been the dominant driver of the outcome for most of the 10
companies we highlight below.
Looking forward, we believe that the Qualifying Investments portfolio remains
well set and attractively priced. We continue to expect investor interest in
small UK companies to return, following the lead of those private equity and
trade investors that continue to exploit market inefficiencies. There remains
plenty of opportunity for those able and willing to make a long-term
investment in UK innovation and growth.
Qureight (+102.4%, +£2.56m) continued to scale its AI-driven clinical
analytics platform. The valuation increased reflecting strong commercial
traction with a range of pharmaceutical partners.
Cohort (+51.1%, +£2.34m) benefited from the positive environment for defence
companies which supported positive earnings momentum over the period. The UK
Defence Strategic Review in June 2025 further underlined the UK’s commitment
to increasing investment in the sector. Following another period of strong
order intake, the company reported a record high order book of £616m, and now
has visibility over c.96% of expected FY26 revenues. In-line with broader
defence sector peers, its shares continue to command a premium to their
long-term historical average earnings multiples. Following the £75m
acquisition of EM Solutions in FY24, investment into working capital and
capital expenditure, the company has net debt of £32.5m (as at 31 October
2025).
Aquis (+101.9%, +£1.82m) received a takeover offer from its larger Swiss peer
SIX Exchange at 727p in November 2024. This was a 120% premium to the previous
closing price, a 45% premium to the average share price over the prior 12
months and slightly above the 2021 share price high of 720p. This equates to
an exit multiple of 4.7x for the VCT. The deal valued Aquis at an enterprise
value of £194m representing 7.8x 2024 EV/Sales and 31x 2024 EV/EBITDA. The
transaction was completed on 1 July 2025.
The Property Franchise Group (+42.2%, +£1.60m) reported strong results, with
revenues and profits significantly increased by the merger with Belvoir in May
2024, and acquisition of Fine & Country and The Guild of Property
Professionals in June 2024. On an underlying basis, revenue growth remained
solid and earnings per share growth has continued. Management’s outlook is
cautiously optimistic with regulatory headwinds being offset by ongoing
strength in the lettings business and an improving sales pipeline to enable
continued growth. The company remains highly cash generative and reported net
debt of £10.9m following a period of significant mergers and acquisitions.
Fusion Antibodies (+314.6%, +£0.84m) reported FY25 revenue of £1.97m, up 73%
year-on-year, with cost control resulting in reduced losses. The company
secured a US patent for its unique OptiMAL antibody discovery platform, and
the continued collaboration with the National Cancer Institute demonstrates
the significant strategic opportunity for OptiMAL. Cash at year-end was
£0.4m, following a £1.17m fundraise, and the company estimated that current
funds provide cash runway into FY27.
Eagle Eye (-38.3%, -£1.52m) issued a profit warning in January 2025 and
warned that FY25 revenues would be below market expectations. The company
attributed the revised guidance to lengthening sales cycles, coupled with a
strategic shift away from professional services work. This was followed by the
loss of a significant, high-margin contract with a US national grocer which
prompted further material downgrades to forecast profit. Despite these
setbacks, the company announced a major new partnership with a leading global
software vendor where Eagle Eye will be directly integrated into the
vendor’s product. Whilst this opportunity will take time to generate
revenues, the partnership could become a very material profit generator in
time.
Maxcyte (-45.5%, -£1.29m) de-listed from AIM on 26 June 2025. The VCT
continues to hold the US line as a Qualifying Investment until July 2026,
after which point it will become a Non-Qualifying Investment. Following weaker
revenue in its core business and lower milestone revenues from strategic
platform partners, the company has initiated a major cost restructuring
programme. The company continues to have a strong balance sheet with net cash
of $155m expected for FY25, equivalent to over 95% of the market
capitalisation of the company.
Kidly (-100.0%, -£1.26m) faced challenging trading conditions which were
compounded by balance sheet constraints. The company entered administration in
April 2025 and its intellectual property and tangible assets were subsequently
acquired by MORI. The sale of the company’s trade and assets did not result
in any recovery of value for unsecured creditors or shareholders.
Zoo Digital (-65.7%, -£1.01m) has faced a very challenging trading
environment as the recovery of the film and TV industry following the 2023
strikes has been offset by project delays and cancellations as streaming
platforms continue to evaluate their commercial models. The company has
controlled costs in response to this to preserve cash until market conditions
improve.
Zappar (-70.1%, -£0.84m) was impacted by the sustained weak demand for
extended reality projects which led to a recalibration of its revenue
expectations and a cost rationalisation programme. The valuation was reduced
to reflect the challenging trading conditions as well as the failed completion
of the proposed sale of the company to Infinite Reality.
Reflecting another very difficult market for initial public offerings (IPO),
there were just two companies that raised funds from AIM VCTs through an IPO
on AIM in the year under review. With so few companies coming to market in
recent years, our ability to provide follow on investment has become more
constrained. We invested £4.8m into seven Qualifying Companies including one
new investment into an IPO on AIM, three follow on investments into existing
portfolio companies listed on AIM, and one follow on investment into a company
listed on the AQSE APEX and two new investments into companies listed on AIM.
The three new investments included Feedback plc, Ixico plc and RC Fornax plc.
The follow on investments included Fusion Antibodies, Oberon Investments Group
plc, Rosslyn Data Technologies plc and Verici plc.
We reduced our investment in Cohort and made complete exits from Aquis
Exchange, Equals Group, Gfinity, Intelligent Ultrasound, K3 Business
Technologies Group, Learning Technologies Group, Science in Sport, Surface
Transforms and Trakm8. Crossword Cyber Security, Eneraqua Technologies and
Kidly Ltd were placed into administration.
Portfolio structure
The VCT is comfortably above the HMRC defined investment test and ended the
period at 98.98% invested as measured by the HMRC investment test. By market
value, the weighting to Qualifying Investments decreased from 56.0% to 54.1%
following several disposals of Qualifying Companies.
The allocation at the year end to direct equity Non-Qualifying Investments
decreased from 8.1% to 6.3%. We reduced the investments in the IFSL
Marlborough Special Situations Fund and the IFSL Marlborough UK Micro-Cap
Growth with the allocations decreasing from 13.4% to 10.9%. The two
investments returned +2.2%, +£0.44m in the period.
The direct equity Non-Qualifying Investments, which are mostly held in FTSE
350 companies returned £0.59m. Within the period, the largest contributors to
non-qualifying gains were Chemring (+60.5%, £0.60m), TP ICAP (+16.5%,
£0.31m) and Wickes (+26.9%, £0.29m). The largest Non-Qualifying Investment
losses came from WH Smith (-54.5%, -£0.61m), Hollywood Bowl (-18.5%,
-£0.27m) and Bodycote (-7.9%%, -£0.09m).
We maintained a substantial investment in short-dated investment grade
corporate bonds, with the allocation increasing from 12.9% to 15.6%. Within
the year, we sold a small investment in a Next bond that was close to maturity
and subsequently invested into a Santander bond. The average yield to maturity
at year end was 4.3%. Our cash weighting increased from 9.3% to 12.2%((1) ).
The Company invests across all available investment sectors, although VCT
Rules tend to promote investment into sectors such as technology, healthcare
and consumer discretionary. In respect of the Qualifying Investment portfolio,
the weightings to these three sectors changed slightly over the year as a
consequence of additional investment and share price performance, taking their
respective shares to 31.4%, 26.8% and 10.7%. There is also a 16.7% weighting
to industrials.
The HMRC investment tests are set out in Chapter 3 of Part 6 Income Tax Act
2007, which should be read in conjunction with this investment manager’s
report. Funds raised by VCTs are first included in the investment tests from
the start of the accounting period containing the third anniversary of the
date on which the funds were raised. Therefore, the allocation of Qualifying
Investments as defined by the legislation can be different to the portfolio
weighting as measured by market value relative to the net assets of the VCT.
(1) Net of prepayments and accruals.
Share buy backs & discount control
13,839,406 shares were acquired by the Company in the year at an average price
of 35.39 pence per share. The share price decreased from 39.00p to 34.40p and
traded at a discount of 5.65% following the publication of the 30 September
2025 NAV on 8 October 2025.
Post period end update
The NAV per share has decreased from 36.46 pence to 35.56 pence in the period
to 12 December 2025, a decrease of 2.5%.
As at 16 December 2025, the share price of 33.60 pence represented a discount
of 5.51% to the last published NAV per share.
Economic activity has remained insipid since the financial year end with
growth within the UK’s dominant services sector weakening and the
construction sector continuing to decline. The manufacturing sector has
rebounded following a severe slowdown linked to the JLR cyberattack. The
economy contracted by 0.1% in the three months to October 2025, having peaked
at +0.7% in the three months to March 2025. Market consensus forecasts are for
the economy to grow by 0.3% per quarter through 2026, similar to recent
trends. Business and consumer confidence remains subdued and corporate
newsflow from portfolio companies is reasonable since period end. Trading
continues to vary markedly by sector.
Whilst many households (and business owners) are understandably frustrated by
the proposed changes to personal taxation, households and companies should at
least continue to benefit from further reductions in borrowing costs as the
Bank of England continues to reduce base rates through 2026.
For most portfolio companies, the outlook is not significantly altered by the
2025 autumn budget. In contrast to the 2024 budget, with its painful increases
in employment taxes, this budget should be seen as an opportunity missed. The
policy proposals will not bring an acceleration in economic activity, nor will
they accelerate investment. For our part, the proposed changes to key
thresholds within VCT legislation are welcomed and should significantly expand
our ability to back a wider array of companies than we are currently able to.
Crucially, increases in the Gross Asset Test will allow us to provide longer
term support. Increases in the annual limit will be helpful to companies
considering an initial public offering on AIM, who can now have more
confidence in their ability to secure the capital sought through the process.
Deal flow activity has improved noticeably since the year end and we remain
hopeful of a significant increase in capital deployed within the current
financial year.
For further information please contact:
Oliver Bedford
Lead Fund Manager
18 December 2025
Investment Portfolio Summary
As at 30 September 2025
Net Assets % at 30.09.25 Cost £000 Cumulative movement in value £000 Valuation £000 Change in value for the year £000 ((1)) Market COI ((2))
Equity Qualifying Investments
Cohort plc 3.98 488 4,882 5,370 997 AIM Y
Qureight Ltd 3.75 2,500 2,560 5,060 2,560 Unlisted N
The Property Franchise Group plc 3.61 1,139 3,732 4,871 1,445 AIM Y
Beeks Financial Cloud Group plc 3.02 1,038 3,040 4,078 (529) AIM Y
PCI-PAL plc 2.84 2,703 1,136 3,839 246 AIM Y
Diaceutics plc 2.46 1,550 1,774 3,324 632 AIM Y
Infinity Reliance Ltd (My 1st Years) ( ()(3)()) 2.30 2,500 607 3,107 – Unlisted Y
Oberon Investments plc 1.95 2,615 14 2,629 222 AQUIS Y
Skillcast Group plc 1.89 1,571 976 2,547 637 AIM N
Eagle Eye Solutions Group plc 1.82 1,642 817 2,459 (1,524) AIM Y
Craneware plc 1.73 125 2,207 2,332 421 AIM Y
SCA Investments Ltd (Gousto) 1.48 2,484 (484) 2,000 682 Unlisted Y
Equipmake Holdings plc 1.38 4,162 (2,300) 1,862 (466) AQUIS N
Intercede Group plc 1.31 305 1,470 1,775 (298) AIM Y
XP Factory plc 1.24 4,068 (2,391) 1,677 129 AIM Y
Ilika plc 1.21 1,636 (9) 1,627 777 AIM N
Fusion Antibodies plc 1.02 1,124 247 1,371 844 AIM N
AnimalCare Group plc 1.01 720 641 1,361 12 AIM Y
Itaconix plc 0.92 3,025 (1,780) 1,245 (297) AIM N
C4X Discovery Holdings Ltd 0.82 2,300 (1,193) 1,107 – Unlisted N
Abingdon Health plc 0.79 1,823 (757) 1,066 (617) AIM N
Verici DX plc 0.76 2,689 (1,668) 1,021 (192) AIM N
Idox plc 0.73 135 845 980 (104) AIM Y
Ixico plc 0.72 710 261 971 261 AIM N
EKF Diagnostics Holdings plc 0.67 565 335 900 – AIM N
Maxcyte Inc 0.65 1,270 (388) 882 (1,294) NASDAQ N
Fadel Partners Inc 0.65 2,300 (1,422) 878 (799) AIM N
Tortilla Mexican Grill plc 0.65 1,125 (250) 875 (325) AIM Y
Eden Research plc 0.58 1,855 (1,068) 787 (394) AIM N
Team Internet Group plc 0.55 565 179 744 (818) AIM N
Tristel plc 0.52 543 155 698 (62) AIM N
Engage XR Holdings plc 0.51 3,453 (2,762) 691 – AIM N
OneMedia iP Group plc 0.42 1,141 (571) 570 (81) AIM Y
Arecor Therapeutics plc 0.40 1,687 (1,143) 544 147 AIM N
Zoo Digital Group plc 0.39 2,159 (1,631) 528 (1,012) AIM N
Nexteq plc 0.38 1,209 (692) 517 (43) AIM N
Globaldata plc 0.36 173 317 490 (318) AIM Y
Hardide plc 0.30 3,566 (3,160) 406 58 AIM Y
Feedback plc 0.29 750 (356) 394 (356) AIM N
Rosslyn Data Technologies plc 0.27 1,678 (1,309) 369 (417) AIM Y
Tan Delta Systems plc 0.27 504 (136) 368 (116) AIM N
Zappar Ltd 0.27 1,600 (1,241) 359 (841) Unlisted N
Faron Pharmaceuticals Oy 0.21 1,133 (844) 289 (81) AIM N
Creo Medical Group plc 0.20 2,329 (2,059) 270 (282) AIM Y
Crimson Tide plc 0.17 1,260 (1,025) 235 (290) AIM Y
RC Fornax plc 0.15 563 (355) 208 (355) AIM N
Blackbird plc 0.15 594 (392) 202 (630) AIM N
Bivictrix Theraputics Ltd 0.14 1,600 (1,407) 193 (579) Unlisted N
Everyman Media Group plc 0.13 600 (431) 169 (62) AIM N
Strip Tinning Holdings plc 0.09 1,054 (934) 120 (68) AIM N
Mycelx Technologies Corporation 0.04 361 (303) 58 (21) AIM Y
Angle plc (()(5)()) 0.04 1,158 (1,101) 57 (126) AIM N
Polarean Imaging plc 0.02 2,081 (2,049) 32 (71) AIM N
Kidly Ltd (()(3)()) – 2,660 (2,660) – – Unlisted N
Crossword Cybersecurity plc – 2,039 (2,039) – (134) Unlisted N
Airportr Technologies Ltd (()(3)()) – 1,888 (1,888) – – Unlisted N
Eneraqua Technologies plc – 1,401 (1,401) – (207) Unlisted N
Mporium Group plc – 33 (33) – – Unlisted N
Infoserve Group plc (()(4)()) – – – – – Unlisted N
Total – equity Qualifying Investments 52.21 89,949 (19,437) 70,512 (3,739)
Qualifying fixed income investments
Strip Tinning Holdings plc (convertible loan notes) 1.52 2,000 54 2,054 (104) Unlisted N
Rosslyn Data Technologies plc (convertible loan notes) 0.32 400 37 437 37 Unlisted N
Kidly Ltd (convertible loan notes) – 1,400 (1,400) – (1,262) Unlisted N
Total qualifying fixed income investments 1.84 3,800 (1,309) 2,491 (1,329)
Total Qualifying Investments 54.05 93,749 (20,746) 73,003 (5,068)
Non-qualifying funds
IFSL Marlborough UK Micro-Cap Growth Fund 5.63 6,396 1,202 7,598 158 Unlisted N
IFSL Marlborough Special Situations Fund 5.26 7,258 (162) 7,096 286 Unlisted N
Vaneck Vectors Gold Miners ETF 0.95 634 644 1,278 622 Main –
Total non-qualifying funds 11.84 14,288 1,684 15,972 1,066
Equity non-qualifying investments
TP ICAP Group plc 1.14 1,023 517 1,540 218 Main Y
Hollywood Bowl Group plc 1.12 1,747 (232) 1,515 (526) Main N
Chemring Group plc 1.09 823 650 1,473 432 Main Y
National Grid plc 1.02 1,229 150 1,379 48 Main N
Wickes Group plc 0.82 757 353 1,110 428 Main Y
Rotork plc 0.70 899 50 949 60 Main N
Trustpilot Group plc 0.24 355 (27) 328 (27) Main Y
Tortilla Mexican Grill plc 0.07 161 (66) 95 (35) Main Y
Mycelx Technologies Corporation 0.05 298 (231) 67 (25) Main Y
Genagro Services Ltd – – – – – AIM Y
Total – equity non-qualifying investments 6.25 7,292 1,164 8,456 573
Non-qualifying fixed income – bonds
British Telecommunications 5.75% SNR BDS 07/12/2028 2.31 3,102 16 3,118 15 Main N
Marks and Spencer plc 3.75% SNR EMTN 19/05/2026 2.28 3,073 7 3,080 (10) Main N
Royal Bank of Canada 5% SNR NTS 24/01/2028 2.25 3,026 14 3,040 21
Natwest Markets plc 6.375% SNR EMTN 08/11/2027 2.23 2,982 26 3,008 8 Main N
Next Group plc 4.375% SNR BDS 02/10/2026 2.22 2,995 5 3,000 17 Main N
Barclays plc 3.25% SNR NTS 12/02/2027 2.19 2,949 2 2,951 27 Main N
Santander 3.875% NTS 15/10/2029 2.16 2,934 (22) 2,912 (22) Main N
Total non-qualifying fixed income – bonds 15.64 21,061 48 21,109 56
Total – non-qualifying investments 33.73 42,641 2,896 45,537 1,695
Total investments 87.78 136,390 (17,850) 118,540 (3,373)
Cash at bank 3.98 5,378
Funds held with Custodian 7.87 10,626
Prepayments & accruals 0.37 493
Net assets 100.00 135,037
(1) The change in fair value has been adjusted for additions and
disposals in the year and as such does not reconcile to the unrealised total
in note 7. The difference is £7.0 million which is the total of 18 full
investment disposals in the year.
(2) COI – Co investments with other funds managed by the Investment
Manager at 30 September 2025.
(3) Different classes of shares held in unlisted companies within the
portfolio have been aggregated.
(4) Impaired fully through the profit and loss account and therefore
shows a zero cost.
(5) Angle plc changed its name to CelLBxHealth plc with effect from 9
October 2025.
The investments listed below are either listed, headquartered or registered
outside the UK:
Listed Headquartered Registered
Listed Investments:
Fadel Partners, Inc UK USA USA
Faron Pharmaceuticals Oy UK/Finland Finland Finland
Itaconix plc UK USA UK
Maxcyte Inc UK/USA USA USA
Mycelx Technologies Corporation UK USA USA
Polarean Imaging plc UK USA UK
Royal Bank of Canada 5% SNR NTS 24/01/2028 UK/Germany Canada Canada
Santander 3.875% NTS 12/02/2027 UK/Germany/ Switzerland Spain Spain
Unlisted private companies:
Genagro Ltd ((1)) — UK Jersey
(1) Companies awaiting liquidation.
Top 10 Investments
As at 30 September 2025 (by market value)
The top 10 investments are shown below. Each investment is valued by reference
to the bid price or, in the case of unquoted companies, the IPEV Guidelines
using one or more valuation techniques according to the nature, facts and
circumstances of the investment. Forecasts, where given, are drawn from a
combination of broker research and/or Bloomberg consensus forecasts and
exclude amortisation, share based payments and exceptional items. Forecasts
are in relation to a period end for which the company results are yet to be
released. Published accounts are used for private companies or public
companies with no published broker forecasts. The net asset figures and net
cash values are from published accounts in most cases.
Cohort plc Share Price: 1432.0p
Investment date Feb-06 Forecast for the year to April 2026
Equity held 0.80% Turnover (£’000) 290,000
Av. Purchase Price 130.2p Profit before tax (£’000) 33,200
Cost (£’000) 488 Net cash April 2025 (£’000) 5,300
Valuation (£’000) 5,370 Net assets April 2025 (£’000) 160,100
Company description
Cohort is the parent company of seven innovative, agile and responsive
businesses providing a wide range of services and products for British and
international customers in defence, security and related markets. The Company
offers electronic and surveillance technology solutions and operational
support, secure communication systems and networks, test systems and data
management services.
Qureight Ltd Unquoted
Investment date Mar-24 Results for the year to December 2024
Voting rights held 15.13% Turnover (£’000) ((1)) -
Av. Purchase Price 7394.0p Profit before tax (£’000) ((1)) -
Cost (£’000) 2,500 Net cash December 2024 (£’000) 5,100
Valuation (£’000) 5,060 Net assets December 2024 (£’000) 5,200
Income recognised in period (£) -
(1) Company has total exemption from full accounts.
Company description
Qureight’s proprietary technology uses artificial intelligence to analyse
medical images of the respiratory system through its innovative approach to
clinical data curation and artificial intelligence-powered digital
biomarkers.This approach enables researchers and scientists to analyse disease
progression and drug responses in patients across a range of complex
conditions.
The Property Franchise Group plc Share Price: 590.0p
Investment date Dec-13 Forecasts for the year to December 2025
Equity held 1.29% Turnover (£’000) 85,400
Av. Purchase Price 138.0p Profit before tax (£’000) 30,400
Cost (£’000) 1,139 Net (debt) June 2025 (£’000) (10,900)
Valuation (£’000) 4,871 Net assets June 2025 (£’000) 148,200
Company description
The Property Franchise Group is the UK’s largest multi-brand lettings and
estate agency franchising group. The group has 1,946 outlets, manages more
than 153,000 tenanted properties and is expected to sell in excess of 28,000
properties per annum. The group also includes an established financial
services business, facilitating over £4bn of mortgages per annum.
Beeks Financial Cloud Group plc Share Price: 216.0p
Investment date Nov-17 Forecast for the year to June 2026
Equity held 2.80% Turnover (£’000) 41,000
Av. Purchase Price 55.0p Profit before tax (£’000) 7,000
Cost (£’000) 1,038 Net cash June 2025 (£’000) 7,400
Valuation (£’000) 4,078 Net assets June 2025 (£’000) 43,200
Company description
Beeks Financial Cloud Group plc is a cloud-based connectivity provider of
technology solutions to the financial services sector. The company’s
Infrastructure-as-a-Service model is optimised for low-latency private cloud
compute, connectivity and analytics, providing the flexibility to deploy and
connect to exchanges, trading venues and public cloud for a true hybrid cloud
experience. The Company serves over 1,000 enterprise clients from its global
network of data centres.
PCI PAL plc Share price: 50.0p
Investment date Jan-18 Forecast for the year to June 2026
Equity held 10.57% Turnover (£’000) 23,500
Av. Purchase Price 35.2p Loss before tax (£’000) (1,000)
Cost (£’000) 2,703 Net cash June 2025 (£’000) 3,900
Valuation (£’000) 3,839 Net liabilities June 202 (£’000) (1,200)
Company description
PCI-PAL plc is a provider of SaaS solutions that allow companies to take
payments from their customers securely. Its products secure payments and data
in any business communications environment including voice, chat, social,
email, and contact centre and is integrated to, and resold by, business
communications vendors and payment service providers.
Diaceutics plc Share price: 163.0p
Investment date Jul-19 Forecast for the year to December 2025
Equity held 2.40% Turnover (£’000) 40,200
Av. Purchase Price 76.0p Profit before tax (£’000) 1,600
Cost (£’000) 1,550 Net cash June 2025 (£’000) 10,400
Valuation (£’000) 3,324 Net assets June 2025 (£’000) 37,200
Company description
The Diaceutics proprietary diagnostic commercialisation platform (“DXRX”)
integrates real-world diagnostic testing data from a global network of
laboratories to enable the supply of precision medicine therapeutics to
patients. The company provides its solutions to leading pharmaceutical and
biotech companies in Europe and the USA.
Infinity Reliance Ltd (My 1st Years) Unquoted
Investment date May-18 Results for the year to December 2024
Voting rights held 9.66% Turnover (£’000) 23,300
Av. Purchase Price 4670.4p Profit before tax (£’000) 13
Cost (£’000) 2,500 Net cash December 2024 (£’000) 5,700
Valuation (£’000) 3,107 Net assets December 2024 (£’000) 8,700
Income recognised in period (£) —
Company description
My 1st Years is a European retail platform that focusses on the sale of
personalised baby and children’s gifts primarily through e-commerce
channels. The product range includes bespoke presents for newborn babies to
seven year olds, as well as for christenings, birthdays and Christmas.
Oberon Investments plc Share price: 3.90p
Investment date Aug-24 Forecast for the year to March 2026
Equity held 8.61% Turnover (£’000) 22,000
Av. Purchase Price 3.9p Loss before tax (£’000) 5,500
Cost (£’000) 2,615 Net cash March 2025 (£’000) 1,800
Valuation (£’000) 2,629 Net assets March 2025 (£’000) 6,000
Company description
Oberon Group is a financial boutique comprising three divisions: investment
management, wealth planning and corporate advisory & broking. The investment
management and wealth planning divisions offer bespoke client solutions to
high net worth individuals. The corporate advisory and broking division offers
strategic advice and bespoke corporate services to UK growth companies.
Skillcast Group plc Share price: 60.0p
Investment date Nov-21 Forecast for the year to December 2025
Equity held 4.74% Turnover (£’000) 15,400
Av. Purchase Price 37.0p Profit before tax (£’000) 1,600
Cost (£’000) 1,571 Net cash June 2025 (£’000) 11,500
Valuation (£’000) 2,547 Net assets June 2025 (£’000) 6,400
Company description
Skillcast Group is a leading technology and content provider that helps
companies in the UK and EU to manage governance, risk and compliance through a
proprietary cloud-based platform. The company provides solutions for
e-learning, policy attestations, staff declarations, workplace surveys,
compliance, and training registers to transform how companies manage their
compliance processes and meet regulatory obligations. The company has over
1,200 clients, including FTSE 100 and Euronext 100 firms, in a range of
business sectors.
Eagle Eye Solutions Group plc Share price: 284.0p
Investment date Apr-14 Forecast for the year to June 2026
Equity held 2.90% Turnover (£’000) 44,400
Av. Purchase Price 189.7p Profit before tax (£’000) 100
Cost (£’000) 1,642 Net cash June 2025 (£’000) 12,300
Valuation (£’000) 2,459 Net assets June 2025 (£’000) 32,700
Company description
Eagle Eye is a SaaS technology company that creates digital connections
enabling personalised, real-time marketing solutions for large retailers.
Through Eagle Eye AIR, the company’s loyalty and promotions omnichannel SaaS
platform, companies connect all aspects of the customer journey in real time,
unlocking the capability to deliver personalisation, streamline marketing
execution and open up new revenue streams through promotions, loyalty apps,
subscriptions and gift services.
For further information please contact:
Oliver Bedford
Lead Fund Manager
18 December 2025
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the annual report and the
Financial Statements in accordance with applicable law and regulations. They
are also responsible for ensuring that the Annual Report includes information
required by the UK Listing Rules of the Financial Conduct Authority.
The Companies Act 2006 (and related legislation) requires the Directors to
prepare Financial Statements for each financial year. Under that law the
Directors are required to prepare the Financial Statements and have elected to
prepare the Company Financial Statements in accordance with UK GAAP. The
Directors must not approve the Financial Statements unless they are satisfied
that they give a true and fair view of the state of affairs of the Company and
of the profit or loss of the Company for that period.
In preparing these Financial Statements, the Directors are required to:
* select suitable accounting policies and then apply them consistently;
* make judgements and accounting estimates that are reasonable and prudent;
* state whether they have been prepared in accordance with UK GAAP, subject to
any material departures disclosed and explained in the Financial Statements;
* prepare the Financial Statements on the going concern basis unless it is
inappropriate to presume that the Company will continue in business; and
* prepare a directors’ report, a strategic report and directors’
remuneration report which comply with the requirements of the Companies Act
2006.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company’s transactions, and disclose with
reasonable accuracy at any time the financial position of the Company, and
enable them to ensure that the financial statements comply with the Companies
Act 2006. They are also responsible for safeguarding the assets of the Company
and hence for taking reasonable steps for the prevention and detection of
fraud and other irregularities.
The Directors are responsible for ensuring that the annual report and
accounts, taken as a whole, are fair, balanced and understandable, and provide
the information necessary for Shareholders to assess the Company’s position
and performance, business model and strategy.
Website publication
The Directors are responsible for ensuring this Annual Report and the
Financial Statements are made available on a website. The Company’s website
address is https://www.hargreaveaimvcts.co.uk.
These Financial Statements are published on the Company’s website in
accordance with legislation in the United Kingdom governing the preparation
and dissemination of financial statements, which may vary from legislation in
other jurisdictions. The maintenance and integrity of the Company’s website
is the responsibility of the Directors. The Directors’ responsibility also
extends to the ongoing integrity of the financial statements contained
therein.
Directors’ responsibility statement pursuant to DTR4
Each of the Directors, David Brock (Chair), Megan McCracken and Justin Ward,
confirms to the best of their knowledge that:
* the Financial Statements have been prepared in accordance with UK GAAP and
give a true and fair view of the assets, liabilities, financial position and
profit and loss of the Company; and
* the Annual Report includes a fair review of the development and performance
of the business and the financial position of the Company, together with a
description of the principal risks and uncertainties that it faces..
Disclosure of information to the Auditor
The Directors confirm that:
* so far as each Director is aware, there is no relevant audit information of
which the Company’s auditor is unaware; and
* the Directors have taken all the steps that they ought to have taken as
Directors in order to make themselves aware of any relevant audit information
and to establish that the Auditor is aware of that information.
For and on behalf of the Board.
David Brock
Chair
18 December 2025
Income Statement
Year to 30 September 2025 Year to 30 September 2024
Note Revenue £000 Capital £000 Total £000 Revenue £000 Capital £000 Total £000
Net loss on investments held at fair value through profit or loss 7 – 361 361 – (5,341) (5,341)
Income 2 2,451 51 2,502 2,849 – 2,849
2,451 412 2,863 2,849 (5,341) (2,492)
Management fee 3 (564) (1,692) (2,256) (641) (1,924) (2,565)
Other expenses 4 (1,068) (56) (1,124) (1,485) (43) (1,528)
(1,632) (1,748) (3,380) (2,126) (1,967) (4,093)
Profit/(loss) on ordinary activities before taxation 819 (1,336) (517) 723 (7,308) (6,585)
Taxation 5 – – – – – –
Profit/(loss) after taxation 819 (1,336) (517) 723 (7,308) (6,585)
Basic and diluted earnings/(loss) per share 0.22p (0.36)p (0.14)p 0.20p (2.06)p (1.86)p
The above results arise from activities classified as continuing operations.
The total column within the Income Statement represents the Statement of Total
Comprehensive Income of the VCT prepared in accordance with Financial
Reporting Standards (FRS 102). The supplementary revenue and capital return
columns are prepared in accordance with the Statement of Recommended Practice
issued in November 2014 (updated in July 2022 or any further latest update) by
the Association of Investment Companies (AIC SORP).
The accompanying notes are an integral part of these Financial Statements.
Balance Sheet
As at 30 September 2025
Company Registration Number 5206425 (In England and Wales)
Note 2025 £000 2024 £000
Fixed assets
Investments at fair value through profit or loss 7 118,540 134,277
Current assets
Debtors 9 1,313 1,047
Funds held with Custodian 15 10,626 8,846
Cash at bank and in hand 5,378 4,766
17,317 14,659
Creditors: amounts falling due within one year 10 (820) (927)
Net current assets 16,497 13,732
Total assets less current liabilities 135,037 148,009
Capital and Reserves
Called up share capital 11 3,704 3,649
Share premium 28,211 21,222
Capital redemption reserve 517 379
Capital reserve – unrealised 22,393 16,046
Special reserve 139,385 159,022
Capital reserve – realised (58,468) (50,785)
Revenue reserve (705) (1,524)
Total Shareholders’ funds 135,037 148,009
Net asset value per share (basic and diluted) 12 36.46p 40.55p
The accompanying notes are an integral part of these financial statements.
These Financial Statements were approved and authorised for issue by the Board
of Directors on 18 December 2025 and signed on its behalf by
David Brock
Chair
18 December 2025
Statement of Changes in Equity
For the year ending 30 September 2025
Note Share Capital £000 Share Premium £000 Capital Redemption Reserve £000 Capital Reserve Unrealised £000 Special Reserve £000 Capital Reserve Realised £000 Revenue Reserve £000 Total £000
At 1 October 2024 3,649 21,222 379 16,046 159,022 (50,785) (1,524) 148,009
Loss and total comprehensive income for the year
Realised (losses) on investments 7 — — — — — (3,281) – (3,281)
Unrealised gains on investments 7 — — — 3,642 – – – 3,642
Management fee charged to capital 3 — — — — — (1,692) – (1,692)
Transaction costs charged to capital — — — — — (49) — (49)
Income allocated to capital 2 — — — — — 51 — 51
Due diligence investments costs 4 — — — — — (7) — (7)
Revenue profit after taxation for the year — — — — — — 819 819
Total (loss) after taxation for the year — — — 3,642 — (4,978) 819 (517)
Contributions by and distributions to owners
Subscription share issues 11 149 5,536 — — — — — 5,685
Issue costs 11 — (111) — — — — — (111)
Share buybacks 11 (138) — 138 — (4,898) — — (4,898)
DRIS share issues 11 44 1,564 — — — — — 1,608
Equity dividends paid 16 — — — — (14,739) — — (14,739)
Total contributions by and distributions to owners 55 6,989 138 — (19,637) — — 12,455
Other movements
Capital reduction 11 — — — — — — — —
Diminution in value — — — 2,705 — (2,705) — —
Total other movements
At 30 September 2025 3,704 28,211 517 22,393 139,385 (58,468) (705) 135,037
Reserves available for distribution are capital reserve realised, special
reserve and revenue reserve. Total distributable reserves at 30 September 2025
were £79.9 million, adjusted to remove £0.3 million accumulation income
included in the revenue reserve but not distributable (2024: £106.6 million).
The accompanying notes are an integral part of these Financial Statements.
(1) The Income Taxes Act 2007 restricts distribution of capital
from reserves created by the conversion of the share premium account into a
special (distributable) reserve until the third anniversary of the share
allotment that led to the creation of that part of the share premium account.
As at 30 September 2025, £79.4 million of the special reserve is subject to
this restriction.
Statement of Changes in Equity
For the year ending 30 September 2024
Non-distributable reserves Distributable reserves ((1))
Note Share Capital £000 Share Premium £000 Capital Redemption Reserve £000 Capital Reserve Unrealised £000 Special Reserve £000 Capital Reserve Realised £000 Revenue Reserve £000 Total £000
At 1 October 2023 3,278 286 272 13,640 177,762 (41,071) (2,247) 151,920
Loss and total comprehensive income for the year
Realised (losses) on investments 7 — — — — — (3,570) — (3,570)
Unrealised (losses) on investments 7 — — — (1,771) — — — (1,771)
Management fee charged to capital 3 — — — — — (1,924) — (1,924)
Transaction costs charged to capital — — — — — (33) — (33)
Income allocated to capital 2 — — — — — — — —
Due diligence investments costs 4 — — — — — (10) — (10)
Revenue profit after taxation for the year — — — — — — 723 723
Total (loss) after taxation for the year — — — (1,771) — (5,537) 723 (6,585)
Contributions by and distributions to owners
Subscription share issues 11 445 19,876 — — — — — 20,321
Issue costs 11 — (347) — — — — — (347)
Share buybacks 11 (107) — 107 — (4,472) — — (4,472)
DRIS share issues 11 33 1,407 — — — — — 1,440
Equity dividends paid 16 — — — — (14,268) — — (14,268)
Total contributions by and distributions to owners 371 20,936 107 — (18,740) — — 2,674
Other movements
Capital reduction 11 — — — — — — — —
Diminution in value — — — 4,177 — (4,177) — —
Total other movements
At 30 September 2024 3,649 21,222 379 16,046 159,022 (50,785) (1,524) 148,009
Reserves available for distribution are capital reserve realised, special
reserve and revenue reserve. Total distributable reserves at 30 September
2024 were £106.6 million, adjusted to remove £0.1 million accumulation
income included in the revenue reserve but not distributable
(2023: £134.4million). The accompanying notes are an integral part of these
financial statements.
(1) The Income Taxes Act 2007 restricts distribution of capital from
reserves created by the conversion of the share premium account into a special
(distributable) reserve until the third anniversary of the share allotment
that led to the creation of that part of the share premium account. As at
30 September 2024, £108.9 million of the special reserve is subject to this
restriction.
Statement of Cash Flows
Note 2025 £000 2024 £000
Total loss on ordinary activities before taxation (517) (6,585)
Realised losses on investments 7 3,281 3,570
Unrealised (gains)/losses on investments 7 (3,642) 1,771
Increase/decrease in debtors (266) 428
(Decrease)/increase in creditors (107) 21
Amortisation for discount/premium on bonds (33) (129)
Unclaimed dividend forfeiture (4) 4
Non-cash distributions 2 (166) (143)
Net cash (outflow) from operating activities ((1)) (1,454) (1,063)
Purchase of investments 7 (14,491) (27,582)
Sale of investments 7 30,788 20,356
Net cash from/(used in) investing activities 16,297 (7,226)
Share buybacks 11 (4,898) (4,472)
Issue of share capital 11 5,685 20,321
Issue costs 11 (111) (347)
Dividends paid 16 (13,127) (12,832)
Net cash (used in)/from financing activities (12,451) 2,670
Net increase/(decrease) in cash and cash equivalents 2,392 (5,619)
Opening cash and cash equivalents ((2)) 13,612 19,231
Closing cash and cash equivalents ((3)) 16,004 13,612
((1)) The Company received cash dividends of £852,761 (2024: £977,491) and
interest of £1,162,216 (2024: £1,711,217).
((2)) The opening cash and cash equivalents include £8,845,455 (2024:
£8,119,302) of funds held with Custodian.
((3)) The closing cash and cash equivalents include £10,626,055 (2024:
£8,845,455) of funds held with Custodian.
The accompanying notes are an integral part of these financial statements.
Notes to the Financial Statements
Hargreave Hale AIM VCT plc is a company incorporated in England and Wales
under the Companies Act 2006. The address of the registered office is given in
the Company Information section of the report and the nature and principal
business activities are set out in the Strategic Report.
Basis of preparation
The Financial Statements have been prepared in accordance with UK GAAP,
including FRS 102 and with the Companies Act 2006 and the SORP
Going Concern
The Financial Statements have been prepared on a going concern basis and on
the basis that the company maintains its VCT status.
The Directors have assessed the Company’s ability to continue as a going
concern and are satisfied that the Company has adequate resources to continue
in operational existence for a period of 12 months from the date these
Financial Statements were approved.
The Company has sufficient cash at bank, funds held with Custodian (£5.4
million and £10.6 million respectively at 30 September 2025) and liquid
assets held across a diversified portfolio of investments in listed companies
to meet obligations as they fall due. The Company is a closed-ended fund,
where assets are not required to be liquidated to meet day-to-day redemptions.
The major driver of cash outflows (dividends, buybacks and investments) are
managed in accordance with the Company’s key policies at the discretion of
the Board or, in the case of the Company’s investments, the Investment
Manager.
The Board has reviewed forecasts and stress tests to assist them with their
going concern assessment. These tests have included the modelling of a 15%
reduction in NAV, whilst also considering ongoing compliance with the VCT
investment test. It was concluded that in a plausible downside scenario the
Company would continue to meet its liabilities.
The Directors have carefully considered the principal risk factors facing the
Company, and their potential impact on income into the portfolio and the NAV.
The Directors are of the opinion that the Company has sufficient cash and
other liquid assets to continue to operate as a going concern, including under
a stress scenario.
The Investment Manager’s VCT team comprises eight, and includes dedicated
fund management resource, a business operations manager, a marketing
professional and a legal counsel, who together have more than 50 years of
investment experience, including 40 years working in support of the Company.
The Investment Manager and the Company’s other key service providers have
contingency plans in place to manage operational disruptions. The Directors
have not identified any material uncertainties related to events or conditions
that may cast significant doubt about the ability of the Company to continue
as a going concern. Therefore, they are satisfied that the Company should
continue to operate as a going concern and report its Financial Statements on
that basis.
Key judgements and estimates
The preparation of the Financial Statements requires the Board to make
judgements and estimates that affect the application of policies and reported
amounts of assets, liabilities, income and expenses. The most critical
judgements and estimates mainly relate to the determination of the fair
valuation of unquoted investments. The policies for these are set out in the
notes to the Financial Statements. The IPEV Guidelines describe a range of
valuation techniques, as described in the “financial instruments” section.
The nature of estimation means that the actual outcomes could differ from
those estimates. Estimates and underlying assumptions are under continuous
review with particular attention paid to the carrying value of the
investments.
Key judgements when determining the fair value of unquoted investments
include:
* selecting risk factors to include in the valuation model;
* peer group selection; and
* loan note conversion scenarios.
Key estimates involved in determining the fair value of unquoted investments
include:
* forecast compliance within the appropriate financial metric;
* future working capital requirements;
* liquidity risk;
* determining the appropriate discount to apply to peer group selection; and
* the probabilities applied to the loan note conversion scenarios.
Further areas requiring judgement are the allocation of income and expenses,
recognition and classification of unusual or special dividends as either
capital or revenue in nature, the permanent impairment of investments and
categorisation of public companies between level 1 and level 2 of the fair
value hierarchy.
1. Accounting policies
A summary of the principal accounting policies, all of which have been applied
consistently throughout the year, is set out below:
Financial instruments
All investments are classified as fair value through profit or loss.
Investments are measured initially and subsequently at fair value which is
deemed to be market bid prices for listed investments and investments traded
on AIM. Unquoted investments are valued using the most appropriate methodology
recommended by the IPEV Guidelines published in December 2022. Investments
deemed to be associates due to the shareholding and level of influence exerted
over the portfolio company are measured at fair value using a consistent
methodology to the rest of the trust’s portfolio as permitted by FRS 102 and
Para. 32 of the SORP.
Where no active market exists for the particular asset, the Company holds the
investment at fair value as determined by the Investment Manager and approved
by the Board. Valuations of unquoted investments are reviewed on a quarterly
basis and more frequently if events occur that could have a material impact on
the investment.
In estimating fair value for an unquoted investment, the Investment Manager
will apply one or more valuation techniques according to the nature, facts and
circumstances of the investment. The Investment Manager will use reasonable
current market data and inputs combined with market participant assumptions.
The assessment of fair value will reflect the market conditions at the
measurement date irrespective of which valuation technique is used. The IPEV
Guidelines describe a range of valuation techniques, including but not limited
to relevant observable market multiples, independent arms-length transactions,
income, discounted cash flows and net assets. The fair value of convertible
loan notes is estimated by aggregating the net present value of the bond
component and the derivative value of the option to convert into equity. The
derivative value of the option to convert a particular loan note is the
probable weighted average of the present value of each conversion scenario
described in the loan note instrument as calculated using the Black Scholes
option pricing model.
Investments are recognised and derecognised at trade date where a purchase or
sale is under a contract whose terms require delivery within the time frame
established by the market concerned. Purchases and sales of unlisted
investments are recognised when the contract for acquisition or sale becomes
unconditional. Transaction costs in relation to the purchase or sale of
investments are recognised as a capital expense.
These investments will be managed and their performance evaluated on a fair
value basis in accordance with a documented investment strategy and
information about them is provided internally on that basis to the Board.
Gains and losses arising from changes in fair value (realised and unrealised)
are included in the net profit or loss for the period as a capital item in the
income statement and are taken to the unrealised capital reserve or realised
capital reserve as appropriate.
If an investment has been impaired such that there is no realistic expectation
that there will be a full return from the investment, the loss is treated as a
diminution in value and transferred to the capital reserve realised. The
Company conducts impairment reviews on a quarterly basis. In the case of
equity investments, impairment reviews are triggered when unrealised losses
exceed 50% of book cost, or if the loss when realised would lead to a material
reduction in the Company’s distributable reserves. Fixed income investments
are reviewed for impairment if the issuing company’s ability to repay is
uncertain unless there are reasonable grounds to believe that the loan could
be recovered through the sale of the company or its trading assets.
Other financial assets and liabilities comprise receivables, payables, cash
and cash equivalents which are measured at amortised cost. There are no
financial liabilities other than payables.
Cash at bank and in hand
For the purposes of the Balance Sheet, cash at bank and in hand is cash held
in bank accounts subject to immediate access.
Funds held with Custodian
For the purposes of the Balance Sheet, funds held with Custodian is cash held
at CGWL (see note 15). Cash held with CGWL is to meet short term liquidity
requirements and is available on demand with no restrictions or penalties.
For the purposes of the Statement of Cash Flows, cash comprises cash at bank
and in hand and funds held with Custodian as defined above.
Income
Equity dividends are analysed to consider if they are revenue or capital in
nature on a case-by-case basis and are taken into account on the ex-dividend
date, net of any associated tax credit. Fixed returns on non-equity shares and
debt securities are recognised on a time apportionment basis so as to reflect
the effective yield, provided there is no reasonable doubt that payment will
be received in due course. All other income is recognised on an accruals
basis. Other income is treated as a repayment of capital or revenue depending
on the facts of each particular case.
Expenditure
All expenditure is accounted for on an accruals basis.
Where a clear connection with the maintenance or enhancement of value of the
investments can be demonstrated, expenses are allocated to capital.
Accordingly, of investment management fees, 75% are allocated to the capital
reserve realised and 25% to the revenue account in line with the Board’s
expected long-term split of investment returns in the form of capital gains to
the capital column of the income statement. Due diligence costs incurred for
prospective private company purchases and transaction costs in relation to the
purchase and sale of investments are charged to capital.
All other expenditure is charged to the revenue account.
Capital reserves
Realised profits and losses on the disposal of investments, due diligence
costs, income that is capital in nature, losses realised on investments
considered to be diminished in value and 75% of investment management fees are
accounted for in the capital reserve realised.
Increases and decreases in the valuation of investments held at the year end
are accounted for in the capital reserve unrealised.
Operating segments
There is considered to be one operating segment being investment in equity and
debt securities.
Taxation
Deferred tax is recognised in respect of all timing differences that have
originated but not yet reversed at the balance sheet date. Deferred tax assets
are only recognised to the extent that it is probable that they will be
recovered against the reversal of deferred tax liabilities or other future
taxable profits.
Current tax is expected tax payable on the taxable profit for the period using
the current tax rate and laws that have been enacted or substantially enacted
at the reporting date. The tax effect of different items of income and
expenditure is allocated between capital and revenue on the same basis as the
particular item to which it relates.
Approved VCTs are exempt from tax on capital gains from the sale of fixed
asset investments. The Directors intend that the Company will continue to
conduct its affairs to maintain its VCT status. No deferred tax has been
provided in respect of any capital gains or losses arising from the
revaluation or disposal of investments.
Dividends
Only dividends recognised during the year are deducted from revenue, capital
or special reserves. Equity dividends are recognised in the accounts when they
become legally payable.
Interim dividends are approved by the Board of Directors and may be varied or
rescinded at any time before payment, therefore the liability is only
established when the dividend is actually paid. Final dividends are subject to
approval at the AGM. Where a dividend is stated to be payable on a future
date, the liability is established on that date.
Functional currency
The Company is required to nominate a functional currency, being the currency
in which the Company predominantly operates. The Board has determined that
sterling is the Company’s functional currency. Sterling is also the currency
in which these accounts are presented.
Capital structure
Share Capital
Ordinary shares are classed as equity. The ordinary shares in issue have a
nominal value of one penny and carry one vote each. Substantial holdings in
the Company are disclosed in the Directors’ Report.
Share Premium
This reserve represents the difference between the issue price of shares and
the nominal value of shares at the date of issue, net of related issue costs.
Capital Redemption Reserve
This reserve is used for the cancellation of shares bought back under the
buyback facility.
Special Reserve
Distributable reserve used to pay dividends and re-purchase shares under the
buyback facility and accounts for transfers from the share premium and capital
redemption reserve following capital reductions.
Capital Reserve Realised
Gains/losses on disposal of investments, due diligence and transaction costs,
income that is capital in nature, diminishment of financial assets and 75% of
the investment management fee are accounted for in the capital reserve
realised.
Capital Reserve Unrealised
Unrealised gains and losses on investments held at the year end arising from
movements in fair value are taken to the capital reserve unrealised.
Revenue Reserve
Net revenue profits and losses of the Company.
2. Income
2025 £000 2024 £000
Income from investments:
Revenue:
Dividend income 777 973
Interest from bonds 894 1,031
Interest from loan notes 239 ((1)) 171
Bank interest 409 531
Accumulation fund income (()(2)()) 132 143
Total revenue income 2,451 2,849
Capital:
Return of Capital 51 (()(3)()) —
Total capital income 51 —
Total income 2,502 2,849
(1) The Company’s accrued fixed interest from a convertible loan
note in Rosslyn Data Technologies plc (£33.2k) was converted into shares.
(2) Accumulation income from the IFSL Marlborough Special Situations
and Marlborough UK Micro-Cap Growth funds.
(3) Equals Group plc special dividend paid as part of the takeover by
Alakazam Holdings BidCo Limited. The takeover consisted of a capital
distribution to shareholders made up of a cash consideration of 135 pence per
share and a special dividend of 5 pence per share.
3. Management fees
2025 Revenue £000 2025 Capital £000 2025 Total £000 2024 Revenue £000 2024 Capital £000 2024 Total £000
Management fees 564 1,692 2,256 641 1,924 2,565
The IMA terminates on 12 months’ notice, subject to earlier termination in
certain circumstances. In the event of termination by the Company on less than
the agreed notice period, compensation may be payable to the Investment
Manager in lieu of the unexpired notice period. No notice had been given by
the Investment Manager or by the Board to terminate the agreement as at the
date of approval of these accounts.
The Investment Manager receives an investment management fee of 1.7% per annum
of the NAV of the Company, calculated and payable quarterly in arrears. At 30
September 2025, £567,978 (2024: £615,231 ) was owed in respect of management
fees. The Company receives a reduction to the annual management fee for
investments in other funds managed by the Investment Manager, being any
investment in the IFSL Marlborough Special Situations Fund and/or the IFSL
Marlborough UK Micro-Cap Growth Fund so the Company is not charged twice for
these services. This amounted to £63,774 for the year to 30 September 2025
(2024: £75,184). The Investment Manager has agreed to indemnify the Company
against annual running costs exceeding 3.5% of its net assets. No fees were
waived between 1 October 2024 and 30 September 2025 and no fees were waived
between 1 October 2023 and 30 September 2024 under the indemnity.
4. Other expenses
2025 £000 2024 £000
Other revenue expenses:
Administration fee 250 250
Directors’ fees 186 216
Legal & professional 22 27
London Stock Exchange fees 57 83
Registrar’s fee 64 46
Website and marketing 42 36
Printing, postage and stationary 35 42
Auditors’ remuneration – for audit services 65 63
VCT monitoring fees 15 14
Company secretarial fees 75 73
Custody fee 30 30
Directors’ and officers’ liability insurance 20 27
Broker’s fee 5 5
VAT 127 128
Other expenses ((1)) 75 76
Provision against income receivable — 368 ((2))
Total other revenue expenses 1,068 1,485
Other capital expenses:
Due diligence costs 6 9
VAT on due diligence costs 1 1
Transaction costs on investment transactions charged to capital ((3)) 49 33
Total other capital expenses 56 43
Total other expenses 1,124 1,528
(1) Other expenses include FCA fees, AIC membership fees, VCT
Association fees, recruitment costs, professional subscriptions, licence
costs, Shareholder event costs and other nominal expenses.
(2) Kidly loan stock interest impairment of £362,795 and XP
Power plc cancelled dividend of £5,700.
(3) During the year the Company incurred transaction costs of
£37,012 (2024: £23,907) and £12,053 (2024: £9,439) on purchases and sales
respectively.
The Directors’ remuneration above includes national insurance contributions.
Directors’ remuneration excluding employer’s national insurance
contributions is detailed in the Directors’ Remuneration Report.
The maximum aggregate Directors’ emoluments authorised by the Articles are
detailed in the Directors’ Remuneration Report.
5. Tax on ordinary activities
The tax charge for the year is based on the standard rate of UK Corporation
Tax of 25% (2024: 25%).
2025 Total £000 2024 Total £000
Loss on ordinary activities before taxation (517) (6,585)
UK Corporation Tax: 25% (2024: 25%) (129) (1,646)
Effect of non taxable (gains)/losses on investments (90) 1,335
Effect of non taxable UK dividend income (240) (242)
Effect of disallowed costs 12 8
Deferred tax not recognised 447 545
Current tax charge — —
At the 30 September 2025 the Company had tax losses carried forward of
£28,489,053 (2024: £26,556,949). It is unlikely that the Company will
generate enough taxable income in the future to use these expenses to reduce
future tax charges and therefore no deferred tax asset has been recognised.
There is no taxation charge in relation to capital gains or losses. No asset
or liability has been recognised in relation to capital gains or losses on
revaluing investments. The Company is exempt from such tax as a result of its
intention to maintain its status as a Venture Capital Trust.
6. Basic and diluted earnings/(loss) per share
2025 Revenue £000 2025 Capital £000 2025 Total £000 2024 Revenue £000 2024 Capital £000 2024 Total £000
Return (£) 819 (1,336) (517) 723 (7,308) (6,585)
Earnings/(loss) per ordinary share 0.22p (0.36)p (0.14)p 0.20p (2.06)p (1.86)p
The earnings per share is based on 369,065,613 ordinary shares (2024:
353,964,930), being the weighted average number of shares in issue during the
year.
7. Investments
Quoted investments (()(1)) 2025 £000 Unquoted investments 2025 £000 Total investments 2025 £000 Quoted investments (()(1)) 2024 £000 Unquoted investments 2024 £000 Total investments 2024 £000
Opening valuation 120,496 13,781 134,277 122,567 9,553 132,120
Purchases at cost 14,091 400 14,491 23,082 4,500 27,582
Non-cash distribution 166 — 166 143 — 143
Sale proceeds (30,788) — (30,788) (19,554) (802) (20,356)
Realised gains/(losses) 1,927 (5,208) (3,281) (()(2)()) (471) (3,099) (3,570) (()(2))
Unrealised (losses)/gains (1,719) 5,361 3,642 (()(2)()) (2,106) 335 (1,771) (()(2))
Amortisation for discount/premium on bonds 33 — 33 129 — 129
Re-classification adjustment 18 (()(3)()) (18) (()(3)()) — (3,294) 3,294 —
Closing valuation 104,224 14,316 118,540 120,496 13,781 134,277
Cost at 30 September 111,586 24,805 136,391 129,295 26,474 155,769
Unrealised gains/(losses) 21,020 1,372 22,392 16,845 (799) 16,046
Diminution in value (()(4)()) (28,382) (11,861) (40,243) (25,644) (11,894) (37,538)
Closing valuation 104,224 14,316 118,540 120,496 13,781 134,277
(1) Includes the IFSL Marlborough Special Situations Fund and
the IFSL Marlborough UK Micro-Cap Fund with valuations of £7.1m (2024:
£9.4m) and £7.6m (2024: £10.4m) respectively as at 30 September 2025.
Whilst unlisted, the two investments are UCITS funds with daily dealing and
daily published pricing.
(2) The net gain on investments held at fair value through
profit or loss in the income statement of £361k (2024: loss £5,341k) is the
sum of the realised and unrealised gains/losses for the year as detailed in
the table above.
(3) Crosswords Cybersecurity plc (£133k) and Eneraqua plc
(£207k) delisted on 18 November 2024 and 22 August 2025 respectively, Rosslyn
convertible loan note and accrued interest (£358k) converted to listed equity
shares.
(4) Diminishments of £12,938,528 (2024: £11,899,074) were made in
the year. Once adjusted for disposals/dissolutions (£10,233,268) (2024:
(£7,373,105)) the net movement for the year is £2,705,260 (2024:
£4,176,721). Diminishments carried forward are £40,243,423 (2024:
£37,538,163).
Transaction Costs
During the year the Company incurred transaction costs of £37,012 (2024:
£23,907) and £12,053 (2024: £9,439) on purchases and sales respectively.
These amounts are included in capital expenses.
Fair Value Measurement Hierarchy
The table below sets out fair value measurements using FRS 102 (appendix to
section 2 fair value measurement) fair value hierarchy. The Company has one
class of assets, being at fair value through profit or loss.
* Level 1: Quoted prices (unadjusted) in active markets for identical assets
or liabilities.
* Level 2: Inputs other than quoted prices included within level 1 that are
observable for the asset or liability, either directly (i.e. as prices) or
indirectly (i.e. derived from prices).
* Level 3: Valued by reference to valuation techniques using inputs that are
not based on observable market data..
2025 Level 1 £’000 2025 Level 2 £’000 2025 Level 3 £’000 2025 Total £’000 2024 Level 1 £’000 2024 Level 2 £’000 2024 Level 3 £’000 2024 Total £’000
Investments 69,620 34,604 14,316 118,540 91,496 29,000 13,781 134,277
Transfers between level 3 and level 1 occur when a previously unquoted
investment undertakes an initial public offering, resulting in its equity
becoming quoted on an active market. There have been no instances in the
current period (2024: none). Transfers between level 1 and/or 2 and 3 would
occur when a quoted investment’s market becomes inactive, or the portfolio
company elects to delist. There have been no transfers from level 1 to level 3
in the current year (2024: one) and no transfers from level 2 to level 3
(2024: one). Transfer values at 30 September 2025.
There were transfers of £4.7m between level 1 and level 2 in the current
period where the investments market is not sufficiently active (2024: £53.6k
). There were transfers between level 2 and level 1 of £0.8m (2024: £3.8m).
Transfer values at 30 September 2025.
Level 3 financial assets
2025 Equity shares £’000 2025 Preference shares £’000 ((1)) 2025 Loan notes £’000 2025 Total £’000 2024 Equity shares £’000 2024 Preference shares £’000 ((1)) 2024 Loan notes £’000 2024 Total £’000
Opening balance 4,396 5,607 3,778 13,781 2,984 3,069 3,500 9,553
Transfer from Level 1 and 2 341 (()(2)()) — — 341 3,294 — — 3,294
Transfer to Level 2 — — (358) (()(3)()) (358)
Purchases at cost — — 400 400 — 2,500 2,000 4,500
Sale proceeds — — — — (2) — (800) (802)
Realised (losses) (()(3)) (4,996) (213) — (5,209) (2,199) (600) (300) (3,099)
Unrealised (losses)/gains 3,917 2,773 (1,329) 5,361 319 638 (622) 335
Closing valuation 3,658 8,167 2,491 14,316 4,396 5,607 3,778 13,781
(1) The preference shares held are in the nature of equity.
(2) Crosswords Cybersecurity plc and Eneraqua plc delisted on 18
November 2024 and 22 August 2025 respectively.
(3) Rosslyn convertible loan note and accrued interest converted to
listed equity shares.
(4) Flowgroup, Bidstack and Laundrapp all dissolved in the year.
The following table sets out the basis of valuation for the material Level 3
investments and those where the value has materially changed during the year,
held within the portfolio at 30 September 2025.
In assessing fair value, the Investment Manager considered a range of
valuation methodologies including EV/Sales, and EV/EBITDA multiples for the
current and next financial year. Where appropriate, the Investment Manager
also assessed value using discounted cash flow analysis. Where observable
market multiples were available, these were used as part of peer group
analysis. Market based multiples were taken as reference points with discounts
applied (where appropriate) to reflect liquidity and forecast risk.
The Investment Manager also undertook sensitivity analysis to consider the
impact of a 30% movement in the peer group multiples, both higher and lower.
The use of alternative investment structures such as convertible loan stock by
the Company or other investors can lead to asymmetric movements in value in
response to different upside and downside scenarios. For further information
on sensitivities, please see note 15.
Level 3 Unquoted Investments
BiVictriX plc BiVictrix raised equity in June 2025 to fund the continuation of pre-clinical development work for its bispecific antibody drug conjugate programme focused on ovarian cancer. The company continues to actively explore its funding options to enable its
programmes to commence clinical trials. The valuation of the investment is a composite valuation which includes the price of the most recent fundraise and a wind-up scenario which may emerge if funding cannot be secured. The valuation of the holding was
reduced during the period to reflect the building funding risk.
C4X Discovery plc C4X Discovery has undergone a period of management change following its transition to a private company. The former Executive Chairman Clive Dix retired from the company, and David Lawrence joined the company as Non-Executive Chairman. There were also
other senior leadership changes, including the appointment of the Interim CEO and Chief Scientific Officer to the board. The company continues to progress its portfolio of proprietary pre-clinical therapeutic assets focused on immunology and inflammation.
In May 2025 the company received a €8m milestone payment from Sanofi for the IL-17A inhibitor program. The valuation of the investment is a composite valuation that includes a risked net present value analysis of the company’s balance sheet cash and
partnered drug development assets, and a sum of the parts analysis which considers milestones which are due to be received by the company in the near term.
Infinity Reliance Ltd (My 1st Years) Trading continues to be positive in calendar year 2025 with the company reporting double digit revenue growth despite the continued weak consumer environment. EBITDA growth in 2025 will be limited by investments designed to increase the addressable market
in the medium term. The fair value of the investment was unchanged as the valuation rolled forward into the financial year ending March 2026. The valuation was reviewed against EV/Sales multiples across a peer group of listed companies which was broadly
static.
Kidly Ltd The online children’s lifestyle store Kidly was acquired by the baby and childrenswear brand MORI in April 2025. The company had entered administration prior to the acquisition. MORI purchased Kidly’s intellectual property and tangible assets. Following a
review of the company’s financial position, the fair value of the investment in Kidly was marked down to nil in January 2025.
Qureight Ltd The valuation was reviewed with reference to FY26 forecast revenues and assessed against listed peers using EV/Sales multiples adjusted for liquidity and forecast risk. Commercial momentum strengthened considerably over the period, with significant
contract wins year-to-date and improved revenue visibility from signed and late-stage opportunities. While the peer group re-rated over the period, the company’s strong commercial traction, improved revenue visibility from signed and late-stage
opportunities, and de-risking of the revenue forecast as the business scales operational delivery across an expanded pharma partner base led to an increase in the fair value of the investment.
Rosslyn Data Technologies plc – convertible loan note In October 2024 Rosslyn Data Technologies secured £3.3m in additional equity and convertible loan note funding. As part of this fundraise, the Company committed to converting the 2023 convertible loan note into equity and investing into a new 2024
convertible loan note. Rosslyn Data Technologies continued to make commercial progress over the period with the deployment of its initial contract with a major new client and leading global technology company. However, progress has not been as fast as
planned and so there was a decrease to the fair value of the convertible loan notes, with the value of the conversion option calculated using the Black-Scholes option pricing model declining, as well as the bond principal.
SCA Investments Ltd (Gousto) The company closed 2024 strongly with EBITDA and cash ahead of budget and significantly improved year on year. 2025 is expected to deliver further growth in revenues and EBITDA. The fair value of the investment was unchanged within the period with the
valuation set with reference to FY25 EV/EBITDA multiples and assessed against listed peers.
Strip Tinning plc – convertible loan note Whilst there have been short-term trading challenges in the automotive sector which impacted near term revenues, Strip Tinning has achieved strong sales success with lifetime value of contract nominations increasing to £106m, including an extension to its
contract to supply the autonomous taxi operator Zoox. Cost reduction initiatives have limited losses, and the company expects to reach breakeven in the next financial year. The fair value of the convertible loan notes have reduced modestly over the period
with the value of the conversion option calculated using the Black-Scholes option pricing model.
Zappar Ltd Ongoing weakness in the demand for extended reality projects led to a recalibration in revenue expectations for the company accompanied by the completion of a cost rationalisation programme during the period. The valuation of the investment was reviewed
against listed peers using EV/Sales multiples and was reduced to reflect the weaker outlook combined with lower comparable peer group multiples. The non completion of the previously anticipated sale of the company to Infinite Reality during the period
meant the valuation was also reduced to reflect continuation as an independent company.
8. Significant interests
At the year end the Company held 3% or more of the issued share capital of the
following investments:
Investment Holding % Investment Holding %
Engage XR Holdings plc 16.45% XP Factory plc 7.37%
Rosslyn Data plc 13.85% Hardide plc 7.36%
PCI-PAL plc 10.57% One Media iP Group plc 7.33%
Verici DX plc 10.38% Tortilla Mexican Grill plc 7.17%
Abingdon Health plc 9.66% Fusion Antibodies plc 7.10%
Itaconix plc 8.80% Crimson Tide plc 6.39%
Oberon Investments plc 8.61% Eden Research plc 5.68%
Feedback plc 8.56% Skillcast Group plc 4.74%
Equipmake Holdings plc 8.31% Zoo Digital Group plc 4.48%
Ixico plc 8.06% Strip Tinning Holdings plc 3.13%
Fadel Partners Inc 7.89% RC Fornax plc 3.02%
9. Debtors
2025 £000 2024 £000
Prepayments 27 29
Accrued income 1,237 949
Other debtors 49 69
1,313 1,047
10. Creditors: amounts falling due within one year
2025 £000 2024 £000
Trade Creditors — 12
Accruals 820 915
820 927
11. Called up share capital
2025 £000 2024 £000
Allotted, called-up and fully paid: 370,378,427
(2024: 364,977,848) ordinary shares of 1p each. 3,704 3,650
During the year 13,839,406 (2024: 10,657,350) ordinary shares were purchased
through the buyback facility at a cost of £4,897,644 (2024: £4,472,418). The
repurchased shares represent 3.79% (2024: 3.25%) of ordinary shares in issue
on 1 October 2024. The acquired shares have been cancelled.
During the year, the Company issued 14,859,377 ordinary shares of 1 penny
(nominal value £148,594) in an offer for subscription, representing 4.07% of
the opening share capital at prices ranging from 34.82p to 41.75p per share.
Gross funds of £5,684,983 were received. The 3.5% premium of £198,974
payable to CGAM under the terms of the offer was reduced by £87,588, being
the discount awarded to investors in the form of additional shares, reducing
the net fees payable to CGAM to £111,386.
On 14 February 2025, 2,905,659, ordinary shares were allotted at a price of
37.54 pence per share, which was calculated in accordance with the terms and
conditions of the DRIS, on the basis of the last published ex-dividend NAV per
share as at close of business on 31 January 2025, to shareholders who elected
to receive shares as an alternative to the final dividend for the year ended
30 September 2024 and special dividend announced on 18 December 2024.
On 25 July 2025, 1,474,949, ordinary shares were allotted at a price of 35.06
pence per share, which was calculated in accordance with the terms and
conditions of the DRIS, on the basis of the last published ex-dividend NAV per
share as at close of business on 11 July 2025, to Shareholders who elected to
receive shares as an alternative to the interim and special dividend for the
year ended 30 September 2025.
Further details of the Company’s capital structure can be seen in note 1.
Income entitlement
The revenue earnings of the Company are available for distribution to holders
of ordinary shares by way of interim, final and special dividends (if any) as
may from time to time be declared by the Directors.
Capital entitlement
The capital reserve realised and special reserve of the Company are available
for distribution to holders of ordinary shares by way of interim, final and
special dividends (if any) as may from time to time be declared by the
Directors.
Voting entitlement
Each ordinary Shareholder is entitled to one vote on a show of hands and on a
poll to one vote for each ordinary share held. Notices of meetings and proxy
forms set out the deadlines for valid exercise of voting rights and other than
with regard to Directors not being permitted to vote on matters upon which
they have an interest, there are no restrictions on the voting rights of
ordinary Shareholders.
Transfers
There are no restrictions on transfers except dealings by Directors, persons
discharging managerial responsibilities and their persons closely associated
which may constitute insider dealing or is prohibited by the rules of the FCA.
The Company is not aware of any agreements with or between Shareholders which
restrict the transfer of ordinary shares, or which would take effect or alter
or terminate in the event of a change of control of the Company.
12. Net asset value per ordinary share
30 September 2025 30 September 2024
Net assets (£’000) 135,037 148,009
Shares in issue 370,378,427 364,977,848
NAV per share (p) 36.46 40.55
There are no potentially dilutive capital instruments in issue and as such,
the basic and diluted NAV per share are identical
13. Contingencies, guarantees and financial commitments
There were no contingencies, guarantees or financial commitments of the
Company at the year end (2024: nil).
14. Related party transactions and conflicts of interest
The remuneration of the Directors, who are key management personnel of the
Company, is disclosed in the Directors’ Remuneration Report.
Transactions with the Investment Manager
As the Company’s Investment Manager, CGAM is a related party to the Company
for the purposes of the UK Listing Rules. As CGAM and CGWL are part of the
same CGWL group, CGWL also falls into the definition of related party.
Oliver Bedford, who was a Director of the Company until 21 May 2025 is also an
employee of the Investment Manager which received fees of £19,470 in the year
ended 30 September 2025 in respect of his position on the Board (2024:
£29,500). None of these fees were still owed at the year-end.
With effect from 1 October 2024, the administration agreement between the
Company and CGWL was novated to CGAM. Under the terms of the novation
agreement, the administration fees paid by the Company were unchanged at
£250,000 (plus VAT) and CGWL continues to receive a fee of £30,000 per annum
in relation to its appointment as the Custodian. Any initial or trail
commissions paid to Financial Intermediaries are paid by CGAM.
On 1 August 2025, CGAM took over the position of Company Secretary for the
Company, replacing JTC (UK) Limited. A formal agreement detailing the
responsibilities of CGAM, as the Company Secretary to the Company, is in
place. Under the terms of the agreement, the annual fees for company
secretarial work are £50,000 per annum.
CGAM and CGWL acted as Administrator and Custodian respectively for the year
ended 30 September 2025, and CGAM acted as Company Secretary from 1 August
2025 to 30 September 2025. The fees received for these support functions were
as follows:
30 September 2025 30 September 2024
Custody 30,000 30,000
Administration 250,000 250,000
Company Secretary 8,333 Nil
Total 288,333 280,000
Still owed at the year end 77,960 69,585
Under an offer agreement dated 9 October 2024, CGAM was appointed by the
Company to administer an offer for subscription in the 2024/25 tax year and
acted as receiving agent in relation to the offer. Under the terms of the
agreement CGAM received a fee of 3.5 per cent. of the gross proceeds of the
offer for providing these services. The Administrator agreed to discharge
commissions payable to financial advisers in respect of accepted applications
for offer shares submitted by them, including any trail commission.
The Administrator also agreed to discharge and/or reimburse all costs and
expenses of and incidental to the offer and the preparation of the prospectus,
including without limitation to the generality of the foregoing, FCA vetting
fees in relation to the prospectus, sponsor and legal fees, expenses of the
Company and CGAM, the Company’s tax adviser’s fees and expenses,
registrar’s fees, costs of printing, postage, advertising, publishing and
circulating the prospectus and marketing the offer, including any introductory
commission and discounts to potential investors. However, the Administrator
was not responsible for the payment of listing fees associated with the
admission of the ordinary shares to the Official List and to trading on the
main market of the London Stock Exchange.
During the year, the Company issued 14,859,377 ordinary shares of 1 penny
(nominal value £148,594) in an offer for subscription, representing 4.07% of
the opening share capital at prices ranging from 34.82p to 41.75p per share.
Gross funds of £5,684,983 were received. The 3.5% premium of £198,974
payable to CGAM under the terms of the offer was reduced by £87,588, being
the discount awarded to investors in the form of additional shares, reducing
the net fees payable to CGAM to £111,386.
CGAM is appointed as Investment Manager to the Company and receives an
investment management fee of 1.7% per annum.
Investment management fees for the year are £2,256,176 (2024: £2,565,844) as
detailed in note 3. Of these fees £567,978 (2024: £615,231) were still owed
at the year end. As the Investment Manager to the Company and the investment
adviser to the IFSL Marlborough Special Situations Fund and the IFSL
Marlborough UK Micro-Cap Fund (in which the Company may and does invest), the
Investment Manager makes an adjustment as necessary to its investment
management fee to ensure the Company is not charged twice for their services.
Upon completion of an investment, the Investment Manager is permitted under
the IMA to charge private investee companies a fee equal to 1.5 per cent. of
the investment amount. This fee is subject to a cap of £40,000 per investment
and is payable directly from the investee company to the Investment Manager.
The Investment Manager may also recover external due diligence and transaction
services costs directly from private investee companies. No fees (2024:
£37,502) were charged to investee companies in the year under this agreement.
Total commission of £20,169 was paid to CGWL in the year for broker services
(2024: £31,925).
The Investment Manager has agreed to indemnify the Company and keep
indemnified the Company in respect of the amount by which the annual running
costs of the Company exceed 3.5 per cent. of the net assets of the Company.
Such costs shall exclude any VAT payable thereon and any payments to financial
intermediaries, the payment of which is the responsibility of the Company. No
fees were waived by the Investment Manager in the financial year under the
indemnity.
The Company also held £10,626,055 in the client account held at CGWL at 30
September 2025 (2024: £8,845,455).
15. Financial instruments
Risk management policies and procedures
The investment objectives of the Company are to generate capital gains and
income from its portfolio and to make distributions from capital or income to
Shareholders whilst maintaining its status as a Venture Capital Trust.
The Company intends to achieve its investment objectives by making Qualifying
Investments in companies listed on AIM, private companies and companies listed
on the AQSE Growth Market, as well as Non-Qualifying Investments as allowed by
the VCT Rules.
At least 80% of the Company’s funds have been invested in qualifying
holdings during the year under the HMRC investment test definition. The
balance of the Company’s funds were invested in liquid assets (such as
non-qualifying equities, fixed income securities and bank deposits). The
Company is managed as a VCT in order that Shareholders may benefit from the
tax relief available.
This strategy exposes the Company to certain risks, which are summarised
below. The structure in place to manage these risks is set out in the
Corporate Governance Report. A detailed review of the investment portfolio is
contained in the Investment Manager’s Report.
Classification of financial instruments
The investments at year end comprise two types of financial instruments. The
basis of valuation is set out below:
* Equities – fair value through the profit and loss account.
* Fixed income securities – fair value through the profit and loss account
Other financial assets comprise cash at bank and in hand of £5,377,835 (2024:
£4,766,381), funds held with Custodian of £10,626,055 (2024: £8,845,455),
accrued income and debtors of £1,285,752 (2024: £1,017,944), which is
classified as ‘loans and receivables measured at amortised cost’.
Financial liabilities consist of trade creditors and accruals of £820,058
(2024: £926,784) which are classified as ‘financial liabilities measured at
amortised cost’.
Market risk
Market price risk arises from any fluctuations in the value of investments
held by the Company. Adherence to investment policies mitigates the risk of
excessive exposure to any particular type of security or issuer. In
particular, other than bank deposits, no individual investment shall exceed 10
per cent. of the Company’s net assets at the time of investment. However,
many of the investments are in small companies traded on AIM which by virtue
of their size carry more risk than investments in larger companies listed on
the main market of the London Stock Exchange.
Market risk is monitored by the Board on a quarterly basis and on an ongoing
basis, through the Investment Manager.
The following table summarises exposure to market risk by valuation technique
at the year end date:
As at 30 Sep 25
Valuation technique Fair value of investments (£000) Key inputs Observable input? Range Weighted average range Sensitivity % Sensitivity to changes in significant inputs
Quoted Equities
Closing bid prices 83,114,498 London Stock Exchange, Bloomberg Yes n/a n/a 30% £17,507,036 -£17,507,036
Quoted Fixed Income
Closing bid prices (fixed income) 21,109,060 London Stock Exchange, Bloomberg Yes n/a n/a 30% £588,943 -£588,943
Unquoted Equities
Recent transaction price 192,885 n/a No n/a n/a 30% £102,115 -£34,038
Sum of the parts 1,106,841 Composite valuation using more than one valuation technique No n/a n/a 30% -£45,044 -£286,095
Market approach using comparable trading multiples* 10,525,858 EV/NTM EBITDA multiple No Not disclosed Not disclosed 30% £1,658,708 -£1,220,492
EV/NTM revenue multiple No 0.8x-5.1x 0.1x-3.0x 30% £1,976,941 -£1,896,081
Illiquidity discount No 15% 15% 10% £1,790,944 -£1,604,507
Convertible Loan Notes
Black Scholes Option Pricing Model 2,490,599 Stock price, Risk free rate, Volatility No n/a n/a 30% £236,138 -£101,268
Total Sensitivity £23,815,781 -£23,238,460
* Fair Value of Investments: total value of companies using both EBITDA and
Revenue multiples.
If market prices had been 30% higher or lower while all other variables
remained unchanged, the return attributable to ordinary Shareholders for the
year ended 30 September 2025 would have increased by £23,815,781 (2024:
£20,988,954) or decreased by £23,238,460 (2024: £21,686,392) respectively.
The assessment of market risk is based on the Company’s equity and fixed
income portfolio including private company investments, as held at the year
end. The assessment uses the AIM All-Share Index and the FTSE 250 Index as
proxies for the AIM Qualifying Investments and quoted Non-Qualifying
Investments and illustrates, based on historical price movements and their
relationship to movements in the FTSE 100 index, their potential change in
value in relation to change in value of the reference index.
The review has also examined the potential impact of a 30% move in the market
on the convertible loan note investments held by the Company, whose values
will vary according to the price of the underlying security into which the
loan note instrument has the option to convert.
Currency risk
The Company is not directly exposed to currency risk and does not invest in
currencies other than sterling. There are indirect exposures through movements
in the foreign exchange market as a consequence of investments held in
companies who report in foreign currencies, the impact of such exposure would
be insignificant.
Interest rate risk
The Company is fully funded through equity and has no debt and further all
significant interest income is at a fixed rate; therefore, interest rate risk
is not considered a material risk.
The Company’s financial assets and liabilities are denominated in sterling
as follows:
30 September 2025
Fixed Rate £000 Variable Rate £000 Non-Interest Bearing £000 Total £000
Investments 23,600 – 94,940 118,540
Cash at bank and in hand – 5,378 – 5,378
Funds held with Custodian – 10,626 – 10,626
Other current assets (net) 1,136 – 177 ((1)) 1,313
Other current liabilities (net) – – (820) (820)
Net assets 24,736 16,004 94,297 135,037
30 September 2024
Fixed Rate £000 Variable Rate £000 Non-Interest Bearing £000 Total £000
Investments 22,866 — 111,411 134,277
Cash at bank and in hand — 4,766 — 4,766
Funds held with Custodian — 8,846 — 8,846
Other current assets (net) 823 — 224 (()(2)()) 1,047
Other current liabilities (net) — — (927) (927)
Net assets 23,689 13,612 110,708 148,009
(1) Includes prepayments of £27k which is not considered a
financial asset.
(2) Includes prepayments of £29k which is not considered a
financial asset.
Interest rate risk exposure relates to cash and cash equivalents (bank
deposits) where interest income is primarily linked to bank base rates.
Interest rate risk exposure on debt instruments is reflected in the market
risk and since these securities are valued at fair value, no additional
disclosure is made in this respect. Movements in interest rates on cash and
cash equivalents are not considered a material risk.
Liquidity risk
Liquidity risk is the risk that the Company is unable to meet obligations as
they fall due. The Company has no debt and maintains sufficient investments in
cash or cash equivalents, or readily realisable securities to pay trade
creditors and accrued expenses (£820,058 as at 30 September 2025). Liquidity
risk is not considered material. As at 30 September 2025 the Company held
£16,003,890 in cash or cash equivalents.
Credit risk
Credit risk relates to the risk of default by a counterparty. The Company may
have credit risk through investments made in unsecured loan stock issued by
Qualifying Companies or through Non-Qualifying Investments in fixed income
securities and exchange traded funds. No assets are past the due date for
payment.
An investment will be impaired if the investee company is loss making and does
not have sufficient funds available to transition into profit and in the
opinion of the Investment Manager may fail to secure sufficient equity or debt
funding to transition into profit, or if the borrower defaults or is expected
to default on payment of accrued interest or repayment of the principal sum.
The maximum credit risk exposure equates to the carrying value of assets at
the balance sheet date:
2025 £000 2024 £000
Fixed income securities;
—Qualifying Investments (convertible loan notes) 2,491 3,778
—Non-qualifying investments (investment grade corporate bonds) 21,109 19,088
Total fixed income securities 23,600 22,866
Cash at bank and in hand 5,378 4,766
Funds held at Custodian 10,626 8,846
Other assets 1,313 1,047
40,917 37,525
Cash held with Custodian comprises bank deposits held through CGWL (trading as
Canaccord Wealth) of £10.6 million (2024: £8.8 million). Funds are held with
banks that are authorised and regulated to carry on banking or deposit-taking
business. All these meet the requirements of the UK’s FCA CASS rules. In
addition, only banks holding a S&P Global A1 or A2 credit ratings(()(1)())
will be included in the selection process. Through its treasury function,
Canaccord Wealth uses a tiered level approach to counterparty selection to
reflect different maturities of cash held on deposit.
Funds held on deposit through CGWL, are pooled with cash deposits from other
clients of CGWL and diversified across a specified panel of banks. Canaccord
Wealth’s treasury function reviews panel members ahead of selection and
prioritises the safety of client assets with the panel selection process
placing an emphasis on quality and security. Participating banks must be rated
as investment grade by at least two international credit rating agencies.
Canaccord Wealth will also consider the expertise and market reputation of the
bank; review a bank’s financial statements and consider its capital and
deposit base; consider the geographical location of the parent; monitor a
bank’s credit default swaps; and ask the bank to complete a due diligence
questionnaire. The Canaccord Wealth treasury function maintains regular
contact with panel banks, typically meeting them every six months or so. There
are no withdrawal restrictions on the Company’s cash held with CGWL.
(1) Or equivalent credit rating at other rating agencies,
including Fitch and Moody’s.
Fair value of financial assets and financial liabilities
Equity investments are held at fair value. No investments are held for trading
purposes only.
Capital management policies and procedures
The current policy is to fund investments through equity. No future change to
this policy is envisaged. As a public limited company, the Company is required
to hold a minimum £50,000 share capital.
The Company’s capital is summarised in notes 1 and 11 to these accounts. The
Company has no debt and is fully funded by equity.
16. Dividends
2025 Ord £000 2024 Ord £000
Paid per share: Special capital dividend of 1.50 pence for year ended 30 September 2024 — 5,474
Paid per share: Final capital dividend of 1.50 pence for year ended 30 September 2023 — 5,149
Paid per share: Interim capital dividend of 1 penny for year ended 30 September 2024 — 3,649
Paid per share: Final capital dividend of 1.25 pence for year ended 30 September 2024 4,588 —
Paid per share: Special capital dividend of 1.50 pence for year ended 30 September 2025 5,505 —
Paid per share: Interim capital dividend of 0.75 pence for year ended 30 September 2025 2,787 —
Paid per share: Special capital dividend of 0.50 pence for year ended 30 September 2025 1,859 —
Dividends unclaimed — (4) (()(2))
14,739 (()(1)()) 14,268 (()(3)())
Proposed per share: Final capital dividend of 1 penny for the year ended 30 September 2025 3,678 —
Proposed per share: Special capital dividend of 2.00 pence for the year ended 30 September 2026 7,356 —
Paid per share: Final capital dividend of 1.25 pence for the year ended 30 September 2024 — 4,591
Paid per share: Special capital dividend of 1.50 pence for the year ended 30 September 2025 — 5,510
(1) The difference between total dividends paid for the period ending
30 September 2025 and the cash flow statement is £1,612,000 which reflects
the amount of dividends reinvested under the DRIS of £1,608,000 and the
receipt of £4,000 cash for unclaimed dividends for a period of 12 years.
(2) Unclaimed dividends for a period of 12 years due/reverted to the
Company.
(3) The difference between total dividends paid for the period ending
30 September 2024 and the cash flow statement is £1,436,000 which reflects
the amount of dividends reinvested under the DRIS of £1,440,000 less the
£4,000 due to the Company for unclaimed dividends for a period over 12 years.
17. Post balance sheet events
Share buybacks
As at 16 December 2025, 2,585,633 ordinary shares have been purchased at an
average price of 34.14 pence per share and a total cost of £882,856.
New investments
The Company has made the following investments since the period end:
Amount invested £000 Investment into existing company
Qualifying Investments
Abingdon Health plc 1,500 Yes
KRM 22 plc 1,340 No
Non-Qualifying Investments
London Stock Exchange Group plc 795 No
Disposals
The Company has made the following full disposals since the period end:
Proceeds £000
Qualifying Investments
Polarean Imaging plc 7
Non-Qualifying Investments
Chemring Group plc 1,327
Vaneck Vectors Gold Miners ETF 1,246
Corporate Actions
On 25 November 2025, Idox plc announced a recommended cash aquisition by
Frankel UK Bidco Limited, to be effected via a Scheme of Arrangement under
Part 26 of the Companies Act. The proposed acquisition price is 71.5 pence for
each ordinary share held and is expected to become effective before the end of
the first quarter of 2026.
Proposed Fundraise
On 10 December 2025, the Board announced that the Company expects to open an
offer for subscription on or around 27 January 2026 (the “Offer”). It is
expected that the Company will seek to raise no less than £20 million under
the Offer, together with the discretion to utilise an over-allotment facility
to raise up to a further £10 million. In line with previous offers, CGAM
expects to offer an “early bird discount”. Full details of the Offer will
be set out in a document to be published by the Company in the new year.
Retention Scheme
The Company is proposing to introduce a Retention Scheme for certain employees
of the Investment Manager that provide services to the Company. Final details
of the Retention Scheme are expected to be made available in due course, via a
separate Shareholder circular. Once finalised, Shareholders will be asked to
vote on the Retention Scheme at a separate general meeting of the Company,
currently anticipated to be held immediately following the AGM on 5 February
2026.
Alternative performance measures
An APM is a financial measure of the Company’s historic or future financial
performance, financial position or cash flows which is not defined or
specified in the applicable financial reporting framework.
The Directors assess the Company’s performance against a range of criteria
which are viewed as particularly relevant for a VCT.
The definition of each APM is in the Alternative Performance Measures
(Definitions) section of the report. Where the calculation of the APM is not
detailed within the Financial Statements, an explanation of the methodology
employed is below:
NAV total return
30 September 2025 30 September 2024
Opening NAV per share A 40.55p 46.34p
Special dividend paid B 1.50p 1.50p
Final dividend paid C 1.25p 1.50p
Interim dividend paid D 0.75p 1.00p
Special dividend paid E 0.50p —
Closing NAV per share F 36.46p 40.55p
NAV total return ((B+C+D+E+F-A)/A)*100 -0.22% -3.86%
NAV total return (dividends reinvested)
30 September 2025 % Return
Opening NAV per share (30 September 2024) A 40.55p
Closing NAV per share (30 September 2025) 36.46p
Final dividend for year paid February 2025 1.25p
Special dividend February 2025 1.50p
Interim dividend July 2025 0.75p
Special dividend July 2025 0.50p
Total dividend payments 4.00p
Closing NAV per share plus dividends paid 40.46p -0.22% (-3.86% 30 September 2024)
In year performance of reinvested dividends 0.08p
NAV total return (dividends reinvested) ((B-A)/A)*100 B 40.54p -0.02% (-4.21% 30 September 2024)
Share price total return
30 September 2025 30 September 2024
Opening share price A 39.00p 43.00p
Special dividend paid B 1.50p 1.50p
Final dividend paid C 1.25p 1.50p
Interim dividend paid D 0.75p 1.00p
Special dividend paid E 0.50p —
Closing share price F 34.40p 39.00p
Share price total returns ((B+C+D+E+F-A)/A)*100 -1.54% 0.00%
Share price total return (dividends reinvested)
30 September 2025 % Return
Opening share price (30 September 2024) A 39.00p
Closing share price (30 September 2025) 34.40p
Final dividend for year paid February 2025 1.25p
Special dividend February 2025 1.50p
Interim dividend July 2025 0.75p
Special dividend July 2025 0.50p
Total dividend payments 4.00p
Closing share price plus dividends paid 38.40p -1.54% (0.00% 30 September 2024
In year performance of reinvested dividends -0.07p
Share price total return (dividends reinvested) ((B-A)/A)*100 B 38.33p -1.72% (-0.18% 30 September 2024)
Ongoing charges ratio
The OCR has been calculated using the AIC’s “Ongoing Charges”
methodology.
30 September 2025 £000 30 September 2024 £000
Investment management fee 2,256 2,565
Other expenses 1,059 (()(1)()) 1078
VCT proportion of IFSL Marlborough funds expenses 115 153
Ongoing charges A 3,430 3,796
Average net assets B 136,532 156,509
Ongoing charges ratio (A/B)*100 2.51% 2.43%
(1) Other expenses exclude London Stock Exchange fees of
£15,461 for admission of shares under the offer for subscription as the Board
do not consider these costs to be ongoing costs to the fund. As per the
AIC’s “Ongoing Charges” methodology, transaction costs are also
excluded.
Share price discount
30 September 2025 30 September 2024
Share price A 34.40p 39.00p
Net asset value per share B 36.46p 40.55p
Discount ((A/B)-1)*100 -5.65% -3.82%
The 1-year average discount of -4.59% is calculated by taking the average of
the share price discount at each month end between 1 October 2024 and 30
September 2025.
The 5-year average discount of -4.99% is calculated by taking the average of
the share price discount at each month end between 1 October 2020 and 30
September 2025.
Alternative Performance Measure (or “APM”)
An alternative performance measure is a financial measure of the Company’s
historic or future financial performance, financial position or cash flows
which is not defined or specified in the applicable financial reporting
framework.
The Company uses the following alternative performance measures:
Net asset value (or “NAV”)
The value of the Company’s assets, less its liabilities.
NAV per share
The net asset value divided by the total number of shares in issue at the year
end.
NAV total return
The NAV total return shows how the NAV per share has performed over a period
of time in percentage terms taking into account both capital returns and
dividends paid. We calculate this by adding the dividends paid in the period
to the closing NAV per share and measuring the percentage change relative to
the opening NAV per share.
NAV total return (dividends reinvested)
The NAV total return (dividends reinvested) shows the percentage movement in
the NAV Total Return per share over time taking into account both capital
returns and dividends paid assuming dividends are re-invested into new shares.
To be consistent with industry standard practice, the allotment price of the
new shares issued in place of the cash dividend is assumed to be the
prevailing ex-dividend NAV per share on the day the shares go ex-dividend.
This differs from the methodology followed by the registrar when issuing
shares under the Company’s dividend re-investments scheme.
Ongoing charges ratio (or “OCR”)
The ongoing costs of managing and operating the Company divided by its average
net assets. Calculated in accordance with AIC guidance, this figure excludes
‘non-recurring costs’.
Share price discount
As stock markets and share prices vary, a VCT’s share price is rarely the
same as its NAV. When the share price is lower than the NAV per share it is
said to be trading at a discount. The size of the discount is calculated by
subtracting the share price from the NAV per share and is usually expressed as
a percentage of the NAV per share. If the share price is higher than the NAV
per share, this situation is called a premium.
Share price total return
The share price total return shows performance over a period of time in
percentage terms by reference to the mid-price of the Company’s shares
taking into account dividends paid and payable having past the ex-dividend
date in the period and any return of capital if applicable.
We calculate this by adding the dividends paid and payable having past the
ex-dividend date in the period to the closing mid-price and measuring the
percentage change relative to the opening mid-price.
Share price total return (dividends reinvested)
The performance of the Company’s share price on a total return basis
assuming dividends are reinvested in new shares at the mid-price of the shares
on the ex-dividend date.
END
For further information, please contact:
Canaccord Genuity Asset Management Limited Abbe Martineau aimvct@canaccord.com +44 20 7523 4525
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