REG-OBERON AIM VCT PLC Annual Financial Report
30/04/2025 07:00
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Annual Financial Report
Company number: 06054576
Oberon AIM VCT plc
31 December 2024
Audited Report and Accounts for the year to 31 December 2024
Financial Summary 1
Chairman's Statement 2
Details of Directors 3
Management and Administration 4
Directors 5
Strategic Report 6
Investment Portfolio 9
Top Ten Investments 12
Directors' Report 15
Directors’ Remuneration Report 19
Corporate Governance 21
Independent Auditor's Report 25
Statement of Comprehensive Income 32
Balance Sheet 33
Statement of Changes in Equity 34
Cash Flow Statement 35
Notes to the Financial Statements 36
Shareholder Information 47
Financial Summary
Year ended Year ended
31 December 31 December
2024 2023
(1.48) (1.72)
Revenue return per share (pence) for the year
(11.30) (5.27)
Total return per share (pence) for the year
1.30 2.50
Proposed dividends per share (pence)
25.80 39.60
Net asset value per share (pence)
58.76 70.06
Cumulative value of shareholder investment (net asset value plus cumulative
dividends per share) (pence)
1,438 2,207
Shareholders’ funds (£’000)
Chairman’s Statement
Welcome to the first Annual Report & Accounts presented under your
Company's new name Oberon AIM VCT Plc.
The new name heralds a revised structure with increased research capabilities
and a strong desire by the Board and our investment manager, Oberon
Investments, to grow the Company to a significant size. Increasing the size of
the Company will also reduce the costs of the Company, when calculated on both
a per share basis, and as a proportion of the absolute NAV of the Company.
The Board believes that the AIM market has the potential to return to growth
after an extended downturn and therefore that the current valuations of many
companies appear to be very attractive.
The Company recently published a prospectus aimed at increasing the size and
breadth of our shareholder base. This was the first prospectus the Company had
issued since its inception in 2007. However, given the current geo-political
uncertainties and market turbulence it was decided to only offer new shares in
the Company to existing shareholders and associates of the Oberon group in the
2024/2025 tax year. This led to a small issue of new equity in early April.
Now Oberon Investments will begin to increase marketing in the current tax
year.
Given the ongoing volatility in markets, the upfront tax relief of 30% for new
investors in the Company and its track record of paying tax free dividends,
the Board believes these are all strong features to attract potential new
investors. In addition, existing shareholders who wish to invest in the share
offer, will benefit from a reduced level of promoter’s fees. Please see our
prospectus, which is available on the Company's website oberonaimvct.co.uk
within the Investor Centre, to find out more.
Interest rates are still widely expected to continue falling during 2025,
albeit predicting the timing of these reductions has become less certain.
Therefore, the tax-free dividends provided by the Company, subject to having
sufficient distributable reserves, could make it an attractive proposition for
those seeking tax-free income. Falling interest rates will also make raising
capital for VCT qualifying companies more affordable creating a virtuous
circle. By raising new money via share issues the Company will be in a
positive position to take advantage of these opportunities as they emerge.
Finally, I would like to thank my fellow directors, Oberon and particularly
the Company’s shareholders for giving the Company the opportunity to grow.
Geoffrey Gamble 29 April 2025
Details of Directors
Chairman - Geoffrey Gamble (Aged 66)
Geoffrey started his career with National Westminster Bank plc. He joined
Publishing Holdings plc in 1984 and became a director in 1986. He took part in
a Management Buy Out in 1988, backed by Schroder Ventures (now Permira) to
form Charterhouse Communications Group Ltd and was instrumental in the
satisfactory venture capital exit from that company and its flotation on AIM
in 1996. He became managing director of Charterhouse Communications plc in
1999.
John Beaumont (Aged 61)
After qualifying as a Chartered Accountant, John started his broking career in
1988. Since then he has worked for a variety of brokerage firms, ranging from
large to small. With extensive experience as a research analyst, he has also
been offering accounting services for some of these broking firms for the past
12 years. In particular, he has held positions as either a director or an
employee of Oberon since 2018. Additionally, on behalf of Oberon, has provided
accounting services to the Company since 2019. John was appointed as a
director of the Company on 29 January 2024.
Christopher Andrew (Aged 51)
Christopher Andrew is the Managing Director of Clarmond Wealth, a firm he
founded in 2010. Prior to this, he accumulated 14 years of experience in the
family office and investment sector, notably at Consulta Limited, a
multi-family office and investment firm, starting in 1996. As an
IIMR-qualified fund manager, Chris has consistently collaborated with both
UK-based and international clients, focusing on asset allocation, portfolio
management, and wealth structuring.
Management and Administration
Registered Office Oberon AIM VCT plc
2(nd) Floor
6 Duke Street
St. James’s
London
SW1Y 6BN
Company Secretary J Beaumont
2(nd) Floor
6 Duke Street
St. James’s
London
SW1Y 6BN
Registrar Neville Registrars Limited
Neville House
Steelpark Road
Halesowen
B62 8HD
Solicitors
Wedlake Bell LLP
71 Queen Victoria Street
London
EC4V 4AY
Investment Manager and Broker Oberon Investments Limited
2(nd) Floor
6 Duke Street
St. James’s
London
SW1Y 6BN
Auditor Royce Peeling Green Limited
The Copper Room
Deva City Office Park
Trinity Way
Manchester
M3 7BG
Directors
Geoffrey Gamble (Chairman)
Michael David Barnard (resigned on 30/01/24)
Ian Cameron-Mowat (resigned on 28/11/24)
Simon Like (resigned on 28/11/24)
John Beaumont (appointed on 29/01/24)
Christopher Andrew (appointed on 28/11/24)
All directors are non-executive.
Audit Committee:
Geoffrey Gamble (Chairman)
Christopher Andrew
Strategic Report
Activities and status
The principal activity of the Company during the year was the making of
long-term equity and loan investments in AIM traded and unquoted companies in
the United Kingdom. The Company has been listed on the London Stock Exchange
since 4 April 2007 and has been granted approval by His Majesty’s Revenue
& Customs (“HMRC”) as a Venture Capital Trust. The Chairman’s
Statement on page 2 and the Investment Manager’s Review below give a review
of developments during the year and of future prospects.
The directors have managed the affairs of the Company with the intention of
continuing to meet the qualifications for approval by HMRC as a Venture
Capital Trust for the purposes of Section 842AA of the Income and Corporation
Taxes Act 1988 (‘the Act’). The directors consider that the Company was
not at any time up to the date of this report a close company within the
meaning of Section 414 of the Act.
Investment Manager’s Review
The year ended 31 December 2024 was a challenging period for the Company. The
Company’s net asst value plus cumulative dividends declined by 16.1% to
58.76p (2023: 70.06p) and the FTSE AIM All Share index declined by 5.7% over
the same period.
The fund has made ten further qualifying investments in the period, investing
in Abingdon Health plc, Directa Plus plc, EDX Medical plc, Earnz plc, Feedback
plc, Getech Group plc, Haydale Graphene Industries plc, Renalytix plc, SEEEN
plc and Strip Tinning plc. We believe each of these investments offers
exciting growth opportunities across many different sectors, varying from
healthcare, graphene production and commercialisation, software, AI and
electrical cells within the automotive industry.
The fund made thirty-one sales (relating to seventeen companies) where we
either exited or top-sliced a holding.
The financial year was a year with high levels of economic and geopolitical
uncertainty. Globally, geopolitical risks remained throughout the period with
the ongoing war between Russia and the Ukraine, conflict in the Middle East,
as well as tensions between China and Taiwan in the Far East. We also had a
change of Government in the UK, with Labour replacing the Conservatives in
power, and Donald Trump being elected the President in the USA. Both sides of
the Atlantic saw the parties winning by large majorities. Add to this, the
budget announced by the Labour Government in October 2024, which was
anticipated to be a growth budget, but has actually caused more tax costs for
UK companies.
Investor appetite for backing UK smaller companies, particularly AIM listed
companies, remained muted, and was clearly reflected in the -5.7% return
registered by the AIM Index over the twelve-month period. There was a large
bias by investors towards large, more liquid, and globally diversified
businesses in the UK and US equity markets, rather than smaller, higher risk,
higher growth companies listed on AIM. The AIM Index as at 31st December 2024
was almost 46% below its previous peak level reached in September 2021.
Counterintuitively, significant drawdowns and times of extremely negative
sentiment towards smaller companies have historically represented a highly
attractive time to invest for those willing to look past the short-term.
We do believe that the outlook will improve, and that we are currently
experiencing a low point in the value of many smaller companies as well as the
value of the AIM Index. We have witnessed Markets like this before during the
Global Financial Crisis and again at the outset of COVID, but at times such as
these the Market would recover, and investors would look back and realise what
investment opportunities there had been available as share prices rallied
quickly from their previous lows. The Bank of England announced its first
interest rate cut in over 4 years, signalling the start of a new phase of
easing monetary policy. This scenario should ultimately help support the
performance of smaller companies, especially those quoted on AIM through lower
borrowing costs and a more benign inflationary cost environment.
Your portfolio continues to have a diverse spread of investments across many
different sectors to give it a good diversification, although the fund (like
all VCT funds) is restricted from investing in most energy and mining
companies.
We remain positive for the year ahead, as well as the medium to long term as
we believe interest rates will continue to decline and should be beneficial
for equities. Liquidity in many smaller companies remains low which is not
unusual at this time of the cycle, but when micro-cap stocks start to become
more attractive, liquidity will return, and the low valuations of companies
can turn around very quickly, and in turn, hopefully be positive for your
fund. In the meantime, we have started to see increased mergers and
acquisition activity, which was witnessed with the Company’s largest
holding, Intelligent Ultrasound receiving a reasonable all cash bid at a
premium to its share price.
Investment Objective
The Company’s principal objective is to invest in a broad range of
Alternative Investment Market (AIM) or Aquis Stock Exchange (AQSE) traded
companies in order to provide shareholders with attractive tax-free dividends
and long-term capital growth. Investments are selected by our Investment
Manager across a range of sectors in companies that have the potential to grow
and increase in value.
Principal risks and uncertainties
The Company invests its funds primarily in companies traded on AIM, which
bring a higher degree of risk than investments in large listed companies. The
main risk, therefore, arising from the Company’s activities is market price
risk, representing the uncertain realisable values of the Company’s
investments. Please refer to the Directors’ report on page 15 and also note
20, which provide evidence of the process undertaken to assess and manage
these risks.
Environmental Social and Governance (ESG) and Considerations
The Board seeks to maintain high standards of conduct with respect to
environmental, social and governance issues and to conduct the Company’s
affairs responsibly. The Company does not have any employees or offices and so
the Board does not maintain any specific policies regarding employee, human
rights, social and community issues but does expect the Investment Manager to
consider them when fulfilling its role. As the Company used less than 40MWh of
energy during the period, it is exempt from the Streamlined Energy and Carbon
Reporting requirements. In addition, the Company, although exempt because of
its small size, continues to monitor and develop its approach to the
recommendations of the Task Force on Climate related Financial Disclosures
(TCFD). The management of the Company’s investment portfolio has been
delegated to its Investment Manager Oberon Investments Limited. The Company
has not instructed the Investment Manager to include or exclude any specific
types of investment on ESG grounds. However, it expects the Investment Manager
to take account of ESG considerations in its investment process for the
selection and ongoing monitoring of underlying investments. Exposure to
climate related risks is considered on a deal-by-deal basis by the Investment
Manager. This includes the physical risks and impacts of climate change where
this has been identified as a material issue. The Investment Manager also
looks for investment opportunities in companies that are well positioned to
benefit from the transition to a lower carbon economy.
The Board has also given the Investment Manager discretion to exercise voting
rights on resolutions proposed by investee companies.
Viability Statement
In accordance with provision 1 of The UK Corporate Governance Code 2018 the
directors have assessed the prospects of the Company over a longer period than
the 12 months required by the “Going Concern” provision.
The Board regularly considers the Company’s strategy, including investor
demand for the Company’s shares, and a three-year period is therefore
considered to be an appropriate and reasonable time horizon.
The Board has carried out a robust assessment of the principal risks facing
the Company and its current position, including those which may adversely
impact its business model, future performance, solvency or liquidity. The
principal risks faced by the Company and the procedures in place to monitor
and mitigate them are set out in note 20.
The Board has also considered the Company’s cash flow projections and found
these to be realistic and reasonable.
Based on the above assessment the Board confirms that it has a reasonable
expectation that the Company will be able to continue in operation and meet
its liabilities as they fall due over the three-year period to 31 December
2027.
Key performance indicators
The financial key performance indicators are set out in the financial summary
on page 1.
Geoffrey Gamble 29 April 2025
Investment Portfolio
Security Cost Valuation % %
31/12/2024 Cost Valuation
Qualifying Investments 3,431,889 1,440,309 98.64 98.30
Non-qualifying Investments 31,273 8,989 0.90 0.61
3,463,162 1,449,298 99.54 98.91
Uninvested funds 15,992 15,992 0.46 1.09
3,479,154 1,465,292 100.00 100.00
Qualifying Investments
AIM Quoted
Abingdon Health plc 58,129 20,271 1.67 1.38
Actual Experience plc 63,174 0 1.82 0.00
AFC Energy plc 50,254 33,125 1.44 2.26
Audioboom Group plc 39,287 65,031 1.13 4.44
Aurrrigo International plc 75,387 33,000 2.17 2.25
Belluscura plc 52,263 9,822 1.50 0.67
Brighton Pier Group plc 35,379 6,600 1.02 0.45
Clean Power Hydrogen plc 50,253 7,922 1.44 0.54
Cloudbuy plc 41,896 0 1.20 0.00
Cloudified Holdings plc 85,234 2,532 2.45 0.17
Coral Products plc 25,104 11,470 0.72 0.78
Cordel Group plc 30,656 30,500 0.88 2.08
Creo Medical Group plc 20,504 5,221 0.59 0.36
CyanConnode Holdngs plc 204,219 7,143 5.87 0.49
Deepverge plc 93,203 0 2.68 0.00
Destiny Pharma plc 175,882 0 5.06 0.00
Directa Plus plc 30,158 10,000 0.87 0.68
DP Poland plc 25,631 17,850 0.74 1.22
Earnz plc 50,254 36,993 1.44 2.52
Eden Research plc 29,852 17,363 0.86 1.18
Feedback plc 130,665 37,942 3.76 2.59
Fusion Antibodies plc 7,540 586 0.22 0.04
Getech Group plc 23,750 23,625 0.68 1.61
Gfinity plc 33,229 1,178 0.96 0.08
Haydale Graphine Industries plc 100,516 44,028 2.89 3.00
Huddled Group plc 33,420 12,133 0.96 0.83
I-Nexus Global plc 30,153 570 0.87 0.04
Inspired Energy plc 33,641 43,365 0.97 2.96
Intelligent Ultrasound Group plc 113,651 127,579 3.27 8.71
Kinovo plc 43,721 47,250 1.26 3.22
Libertine Holdings plc 125,628 0 3.61 0.00
Lifesafe Holdings plc 75,387 43,125 2.17 2.94
Light Science Technologies plc 25,127 67,500 0.72 4.61
Lunglife AI Inc 20,104 960 0.58 0.07
M.Winkworth plc 28,140 66,500 0.81 4.54
Security Cost Valuation % %
31/12/2024 Cost Valuation
Qualifying Investments
AIM Quoted
Marechale Capital plc 75,752 10,500 2.18 0.72
Microsaic Systems plc 142,261 38 4.09 0.00
Mirriad Advertising plc 30,154 105 0.87 0.01
MyHealthChecked plc 103,202 46,519 2.97 3.17
N4 Pharma plc 40,204 2,080 1.16 0.14
Nexteq plc 8,091 11,025 0.23 0.75
PHSC plc 15,077 12,180 0.43 0.83
Polarean Imaging plc 7,539 625 0.22 0.04
Property Franchise Group plc 14,511 52,000 0.42 3.55
Pulsar Group plc 10,053 13,500 0.29 0.92
Renalytix plc 100,002 118,889 2.87 8.11
Rosslyn Data Technologies plc 98,606 14,166 2.83 0.97
SEEEN plc 125,640 62,222 3.61 4.25
Skinbiotherapeutics plc 75,383 72,829 2.17 4.97
Solid State plc 15,810 40,625 0.45 2.77
Sorted Group plc 72,643 2,420 2.09 0.17
Strip Tinning plc 66,148 49,412 1.90 3.37
Sysgroup plc 45,232 12,750 1.30 0.87
Tan Delta Systems plc 11,239 8,170 0.32 0.56
Verici Dx plc 101,505 12,724 2.92 0.87
XP Factory plc 31,006 2,742 0.89 0.19
3,251,446 1,376,704 93.46 93.96
AQSE Quoted
EDX Medical Group plc 50,002 30,208 1.44 2.07
Truspine Technology plc 100,283 15,750 2.88 1.07
150,285 45,958 4.32 3.14
Unlisted Investments
LightwaveRF Ltd 30,159 17,647 0.86 1.20
30,159 17,647 0.86 1.20
Total qualifying investments 3,431,889 1,440,309 98.64 98.30
Security Cost Valuation % %
31/12/2024 Cost Valuation
Non-qualifying Investments 1,163 409 0.03 0.03
AIM Quoted
Audioboom Group plc
1,163 409 0.03 0.03
UK listed
Twentyfour Income Fund Ltd 9,852 8,580 0.28 0.58
9,852 8,580 0.28 0.58
Unlisted Investments
Mar City plc 10,053 0 0.29 0.00
Sorbic International plc 10,205 0 0.30 0.00
20,258 0 0.59 0.00
Total non-qualifying investments 31,273 8,989 0.90 0.61
Top Ten Investments
Security Cost Valuation %
Intelligent Ultrasound Group plc 113,651 127,579 8.71
Renalytix plc 100,002 118,889 8.11
Skinbiotherapeutics plc 75,383 72,829 4.97
Light Science Technologies plc 25,127 67,500 4.61
M.Winkworth plc 28,140 66,500 4.54
Audioboom Group plc 40,450 65,440 4.44
SEEEN plc 125,640 62,222 4.25
Property Franchise Group plc 14,511 52,000 3.55
Strip Tinning plc 66,148 49,412 3.37
Kinovo plc 43,721 47,250 3.22
632,772 729,620 49.77
The investments tabulated above are expressed as a percentage by valuation of
the Company’s investment portfolio including uninvested cash.
Profile of top 10 holdings
1. Intelligent Ultrasound plc
Intelligent Ultrasound plc is one of the world's leading 'classroom to clinic'
ultrasound companies, specialising in real-time hi-fidelity virtual reality
simulation for the ultrasound training market ('classroom') and artificial
intelligence-based clinical image analysis software tools for the diagnostic
medical ultrasound market ('clinic'). Based in Cardiff in the UK and Atlanta
in the US, the Group has two revenue streams:
Simulation
Real-time hi-fidelity ultrasound education and training through simulation.
Its main products are the ScanTrainer obstetrics and gynaecology training
simulator, the HeartWorks echocardiography training simulator, the BodyWorks
Eve Point of Care and Emergency Medicine training simulator with Covid-19
module and the new BabyWorks Neonate and Paediatric training simulator. To
date over 1,500 simulators have been sold to over 750 medical institutions
around the world.
Clinical AI software
Deep learning-based algorithms to make ultrasound machines smarter and more
accessible using its proprietary ScanNav ultrasound image analysis technology.
Current products on the market utilising this technology are GE Healthcare's
SonoLyst software that is incorporated in their Voluson Expert 22 and SWIFT
ultrasound machines; ScanNav Anatomy PNB that simplifies ultrasound-guided
needling by providing the user with real-time AI-based anatomy highlighting
for a range of medical procedures; and NeedleTrainer that teaches real-time
ultrasound-guided needling and incorporates ScanNav Anatomy PNB.
2. Renalytix plc
Renalytix plc is an artificial intelligence-enabled in vitro diagnostics
company, focused on optimizing clinical management of kidney disease to drive
improved patient outcomes. Renalytix has received FDA approval and Medicare
reimbursement for kidneyintelX.dkd which is now offered commercially in the
United States.
Unrecognized and uncontrolled kidney disease remains one of the largest
barriers to controlling cost and suffering in the United States and the United
Kingdom's medical system, affecting over 14 million and 8 million people,
respectively. After five years of development and clinical validation,
kidneyintelX.dkd is the only FDA-approved and Medicare reimbursed prognostic
tool capable of understanding a patient's risk with kidney disease early where
treatment has maximal effect. kidneyintelX.dkd is now being deployed across
large physician group practices and health systems in select regions of the
United States.
The over 15,000 patients that have been tested by kidneyintelX.dkd have
produced a substantial body of real-world performance data. In patient
populations where kidneyintelX.dkd has been deployed, a demonstrated and
significant increase in diagnosis, prognosis, and treatment rates have been
recorded. kidneyintelX.dkd now has full reimbursement established by Medicare,
the largest insurance payer in the United States, at $950 per reportable
result. kidneyintelX.dkd is also recommended for use in the international
chronic kidney disease clinical guidelines (KDIGO).
KidneyIntelX is based on technology developed by Mount Sinai faculty and
licensed to Renalytix AI, Inc. Mount Sinai faculty members are co-founders and
equity owners in the Company. In addition, the Icahn School of Medicine at
Mount Sinai has equity ownership in Renalytix.
3. Skinbiotherapeutics plc
SkinBioTherapeutics plc is a life science company focused on skin health. The
Group's proprietary platform technology, SkinBiotix®, is based upon
discoveries made by the translational dermatology team at the University of
Manchester.
The Group's foundation business is targeting the skin healthcare market via
five pillars, the most advanced of which are cosmetic skincare (SkinBiotix)
and food supplements to modulate the immune system by harnessing the gut-skin
axis (AxisBiotix). The cosmetic pillar has a partnership with Croda plc and
the Group's first in-house product, AxisBiotix-Ps™, is a food supplement to
address the symptoms of mild to moderate psoriasis.
The Group is also acting as a consolidator and is making acquisitions in
complementary areas such as skin care and cosmetic applications, that also
bring new distribution and geographical platforms, and manufacturing
capabilities through which it can funnel its in-house pillar products.
4. Light Science Technologies plc
Light Science Technologies Holdings plc operates through three divisions:
AgTech ("AGT"); contract electronics manufacturing ("CEM"); and passive fire
protection ("PFP"). The company is involved in the design, manufacturing, and
installation of products and customized solutions spanning various industry
sectors, including commercial horticulture, pest control, lighting, audio, gas
detection, and fire protection. With a focus on addressing global challenges
related to food security, climate change, and fire protection, the Group is
committed to developing robust solutions in these rapidly growing market
sectors.
LSTH is the holding company for Light Science Technologies Ltd ("Light Science
Technologies") and Tomtech (UK) Limited ("Tomtech") in the AGT division; UK
Circuits and Electronics Solutions Limited ("UK Circuits") in the CEM
division; and LSTH IFB Limited ("LSTH IFB") in the PFP division.
5. M.Winkworth plc
M.Winkworth plc is a leading London franchisor of residential real estate
agencies with a pre-eminent position in the mid to upper segments of the sales
and lettings markets. The franchise model allows entrepreneurial real estate
professionals to provide the highest standards of service under the banner of
a long-established brand name and to benefit from the support and promotion
that Winkworth offers.
6. Audioboom plc
Audioboom plc is a global leader in podcasting - its shows are downloaded 100
million times each month by 38 million unique listeners around the world.
Audioboom is ranked as the fourth largest podcast publisher in the US by
Triton Digital.
Audioboom's ad-tech and monetisation platform underpins a scalable content
business that provides commercial, distribution, marketing and production
services for a premium network of top tier podcasts. Key partners include the
official Formula 1 podcasts 'F1: Beyond the Grid' and 'F1 Nation', 'True Crime
Obsessed' (US), 'The Tim Dillon Show' (US), 'No Such Thing As A Fish' (UK) and
'The Cycling Podcast' (UK).
Audioboom operates internationally, with global partnerships across North
America, Europe, Asia and Australia. The platform distributes content via
Apple Podcasts, YouTube, Spotify, Pandora, Amazon Music, Google Podcasts,
iHeartRadio, Facebook and Twitter as well as a partner's own websites and
mobile apps.
7. SEEEN plc
SEEEN is a global media and technology platform that delivers AI-led Key Video
Moments ("KVMs") and Shoppable Video Prompts ("SVPs") to drive Video Commerce
and Interactivity. Using SEEEN's technology, customers can derive KVMs within
videos where viewers are most likely to be inspired to learn more, take
actions or purchase products and overlay Shoppable Video Prompts to allow the
viewer to take the relevant action. This drives a better viewer experience,
longer dwell time and greater monetisation, whilst offering a differentiated
experience versus viewing videos on social media platforms. SEEEN's current
customer base includes sports clubs, major publishers, e-commerce and home
services businesses.
8. Property Franchise Group plc
The Property Franchise Group PLC is the largest property franchisor in the UK
and manages the second largest estate agency network and portfolio of lettings
properties in the UK.
The company has since grown to a diverse portfolio of nine brands operating
throughout the UK, comprising longstanding high-street focused brands and a
hybrid, no sale no fee agency.
The Property Franchise Group's brands are Martin & Co, EweMove, Hunters,
CJ Hole, Ellis & Co, Parkers, Whitegates, Mullucks & Country
Properties.
9. Strip Tinning plc
Manufactures specialist flexible connectors related primarily to heating and
antennae systems embedded within automotive glazing and to the connection of
the cells within electric vehicle battery packs, increasingly using flexible
and lightweight printed circuit technology that also has growing applications
elsewhere within vehicles.
10. Kinovo plc
An electrical, mechanical, building repair and maintenance, as well as
construction services company. It focuses on assuring safety and regulatory
compliance standards in homes and places of work, creating and enhancing
dwellings and workplaces to support sustainable and resilient communities and
providing an energy efficient solution that reduces carbon footprint.
Directors’ Report
The directors present their report and the audited accounts for the year to 31
December 2024.
Corporate Governance
The Corporate Governance report on pages 21 to 24 forms part of the
directors’ report.
Results and dividend
Year to Year to
31 December 2023
31 December 2024
Revenue Capital Revenue Capital
£’000 £’000 £’000 £’000
(82) (548) (92) (190)
Return on ordinary activities after taxation
Appropriated as follows:
Final dividend paid in respect of prior year
Revenue – 2.50p (2.50p) per share (139) - (139) -
Capital – 0.00p (0.00p) per share - - - -
Transfers to reserves (221) (548) (231) (190)
Directors
The directors of the Company who served throughout the year and their
interests in the issued ordinary shares of 10p of the Company are as follows:
Year ended Year ended
31 December 2024 31 December 2023
Geoffrey Gamble 203,290 197,030
John Beaumont (appointed 29 Jan 2024) 23,501 23,501
Christopher Andrew (appointed 28 Nov 2024) - -
All of the directors’ share interests shown above are held beneficially.
There have been no changes in the share holdings shown in the table above
between 31 December 2024 and the date of this report.
Brief biographical notes on the directors are given on page 3. Christopher
Andrew, who was appointed by the Board to become a director of the Company on
28 November 2024 will, in accordance with the Company’s Articles of
Association, offer himself for election at the forthcoming Annual General
Meeting (AGM). The directors believe that Christopher’s experience in the
investment management and broking industry, is very useful and a big advantage
to have on the Company’s Board.
Management
Oberon Investments Limited has acted as Investment Manager to the Company
since inception. The principal terms of the Investment Management Agreement
are set out in note 6 to the Accounts.
Substantial shareholdings
The Company has been notified, in accordance with Chapter 5 of FCA’s
Disclosure and Transparency Rules, of the under noted interests of the
shareholders who own 3.0% or more of the Company’s shares as at 28 April
2025 as set out below:
HSBC Global Custody Nominees 784,618 13.05%
Lawshare Nominees Limited 654,617 10.24%
Oberon Investments Limited (non-beneficial) 468,628 7.33%
D Poutney 317,731 4.97%
Oberon Investments Limited (beneficial) 293,130 4.54%
Platform Securities 197,590 3.09%
Note: Included in the total above, within the ‘Oberon Investments
(non-beneficial)’ holding, is the holding of the Chairman, Mr Geoffrey
Gamble, of 203,290 shares (as shown in the Directors shareholdings table on
page 15). In addition, all of the shares shown above, under the name of HSBC
Global Custody Nominees, are controlled by Clarmond Wealth Limited on a
non-beneficial basis, which is a fund managed by Mr Christopher Andrew, a
director of the Company.
Acquisition of own shares
During the year the Company did not make any acquisition of its own shares.
Structure, rights and restrictions concerning the Company’s share capital
At the start and end of the Company’s financial year there were 5,574,403
ordinary shares in issue. The rights and obligations attached to the
Company’s ordinary shares are set out in the Company’s Articles of
Association, copies of which can be obtained from Companies House. The Company
has only one class of ordinary share and each share has attached to it full
voting rights, dividends and capital distribution rights (including on a
winding up) and do not confer any rights of redemption.
Ordinary shareholders also have the right to receive copies of the Company’s
report and accounts, to attend and speak at general meetings and to appoint
proxies.
In accordance with Schedule 7 of the Large and Medium Size Companies and
Groups (Accounts and Reports) Regulations 2008, as amended, the directors
disclose the following information:
* The Company’s capital structure and voting rights are summarised above, and
there are no restrictions on voting rights nor any agreement between holders
of securities that result in restrictions on the transfer of securities or on
voting rights;
* There exist no securities carrying special rights with regard to the control
of the Company;
* The rules concerning the appointment and replacement of directors, amendment
of the Articles of Association and powers to issue or buy back of the
Company’s shares are contained in the Articles of Association of the Company
and the Companies Act 2006;
* The Company does not have an employee share scheme;
* There are no agreements to which the Company is party that may affect its
control following a takeover bid; and
* There are no agreements between the Company and its directors providing for
compensation for loss of office that may occur following a takeover bid or for
any other reason.
Appointment of Directors
The directors are subject to re-election by rotation, with one director being
re-elected annually at the AGM.
Creditor payment policy
The Company’s payment policy is to agree terms of payment before business is
transacted and to settle accounts in accordance with those terms. The
Company’s principal expenses such as investment management fees and
administration fees are paid quarterly in arrears in accordance with the
respective agreements. Accordingly, the Company had no material trade
creditors at the year-end.
Streamlined Energy and Carbon Reporting
There are reporting requirements which make it mandatory for companies to
report the amount of energy they use during their financial year. The
Company’s energy usage is below the de minimis level of 40,000kWh for this
purpose and hence exempt.
Post balance sheet events
Details of the post balance sheet events are set out in note 26.
Section 172 (1) of the Companies Act 2006
The Board notes the disclosure regulations contained within ‘The Companies
(Miscellaneous Reporting) Regulations 2018 and confirms that when making
decisions it acts in a way which promotes the success of the Company for the
benefit of its members as a whole, and in doing so has regard (amongst other
matters) to the following:
1. the likely consequences of any decision over the long term;
2. the need to foster the Company’s business relationships with its suppliers;
3. the desirability of the Company maintaining a reputation for high standards of
business conduct; and
4. the need to act fairly as between members of the Company;
The Board also recognises the requirement under Section 414c of the Companies
Act 2006 to detail information about environmental matters (including the
impact of the Company’s business on the environment), employee, human
rights, social and community issues, including information about any policies
it has in relation to these matters and effectiveness of these policies.
Given the size and nature of the Company’s activities and the fact that it
has no full-time employees and only three non-executive directors, the Board
considers there is limited scope to develop and implement social and community
policies. However, the Company recognises the need to conduct its business in
a manner responsible to the environment where possible.
The Board believes that the key stakeholders in the business are the
Company’s shareholders (i.e. the investors in the Company). The Board
communicates with these key stakeholders as explained in the ‘Relations with
shareholders’ section in the Corporate Governance report on page 22.
The Board regularly disseminates information to shareholders, including
monthly NAV calculations and, where necessary, directorate changes, through
RNS releases on the London Stock Exchange. Shareholders receive the Annual
Report and Accounts which aims to give shareholders a full understanding of
the Company’s operations and investments. This information, together with
the interim accounts and other shareholder information is also released to the
market via the London Stock Exchange RNS process.
The Board has delegated the monitoring of its portfolio companies to the
Investment Manager, which engages with investee companies through regular
company meetings as part of its investment process. The Board has also given
the Investment Manager discretionary authority to vote on investee company
resolutions on its behalf as part of its approach to corporate governance.
During the period the Board received sufficient information to enable it to
understand the interests and views of the Company’s key stakeholders,
investors and service providers to the Company, including from the auditor,
lawyers and its registrar.
Some of the key decisions made by the Company during the year that required
the Board to take into consideration section 172 factors include:
* The Board looks to create shareholder value and during the year dividends
totalling 2.5p were paid to shareholders.
Going Concern
In accordance with FRC Guidance for directors on going concern and liquidity
risk the directors have assessed the prospects of the Company having adequate
resources to continue in operational existence for at least 12 months from the
date of approval of these financial statements. The directors took into
account the nature of the Company’s business and Investment Policy, its risk
management policies, the diversification of its portfolio, the cash holdings
and the liquidity of non-qualifying investments. The Company’s business
activities, together with factors likely to affect its future development,
performance and position including the financial risks the Company is exposed
to are set out in the Strategic Report on page 6 and in note 20 to the
accounts.
As a consequence, the directors have a reasonable expectation that the Company
has sufficient cash and liquid investments to continue to operate and that the
Company will be able to manage its business risks successfully and meet its
liabilities as they fall due. Thus, the directors believe it is appropriate to
continue to adopt the going concern basis, as also disclosed in the Corporate
Governance report on page 21, in preparing the financial statements.
Auditor
In accordance with Section 485 of the Companies Act 2006, a resolution
proposing that Royce Peeling Green Limited be reappointed as auditors of the
Company and that the directors be authorised to determine their remuneration
will be put to the next Annual General Meeting.
Statement of disclosure to auditor
So far as the directors are aware:
1. there is no relevant audit information of which the Company’s auditor is
unaware; and
2. the directors have taken all steps that they ought to have taken to make
themselves aware of any relevant audit information and to establish that the
auditor is aware of that information.
By Order of the Board
Geoffrey Gamble 29 April 2025
Directors’ Remuneration Report
The Board has prepared this report in accordance with the requirements of the
Companies Act 2006. A resolution to approve this report will be included in
the AGM Notice.
Directors’ remuneration policy
The Company does not have any executive directors and, as permitted under the
Listing Rules, has not, therefore, established a remuneration committee.
Directors, with the exception of the chairman, do not receive any remuneration
or fees.
The directors shall be paid by the Company all travel, hotel and other
expenses they may incur in attending meetings of the directors or general
meetings or otherwise in connection with the discharge of their duties. Any
director who, by request of the directors, performs special services may be
paid such extra remuneration as the directors may determine.
Directors’ remuneration (audited)
None of the directors received any remuneration from the Company during the
year under review, with the exception of the chairman, who received a fee of
£5,000 (2023: £5,000). No other emoluments or pension contributions were
paid by the Company to, or on behalf of, any director. None of the directors
has a service contract with the Company. It is expected that, with the
exception of the chairman, and while the Company’s size remains around its
current level, the directors will continue not to receive any remuneration for
their services.
Performance
The directors consider that the most appropriate measure of the Company’s
performance is its Cumulative Value of Shareholder Investment (net asset value
plus cumulative dividends). The Company’s Cumulative Value of Shareholder
Investment at 31 December 2024 and 31 December 2023 is set out in the
Financial Summary on page 1.
By Order of the Board
Geoffrey Gamble 29 April 2025
Corporate Governance
The directors support the relevant principles of the UK Corporate Governance
Code issued in July 2018 by the Financial Reporting Council, being the
principles of good governance and the code of best practice as set out in the
Main Principles of the Code annexed to the Listing Rules of the Financial
Conduct Authority.
The UK Corporate Governance Code is available at the following location:
www.frc.org.uk/corporate/ukcgcode.cfm
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Going Concern
Bearing in mind that the assets of the Company consist mainly of marketable
securities, the directors are of the opinion that at the time of approving the
accounts, the Company has adequate resources to continue in operational
existence for the foreseeable future. For this reason, they continue to adopt
the going concern basis in preparing the accounts. In coming to this
conclusion the directors have concluded that the Company’s going concern
status would only be at threat if (i) the value of its portfolio declined by
more than 92% from its value as at 31 March 2025 (being the latest month end
valuation) of £1,442k (excluding cash of £32.4k), and (ii) that it could not
dispose of any of its portfolio during or after such a decline in value, and
(iii) that it could not reduce its current cost base. Such a set of
circumstances would, in the Board’s opinion, be very unlikely.
The Board
The Company is led and controlled by a Board of directors who are all
non-executives and who have had relevant experience with quoted companies
prior to their appointment. The Chairman is Geoffrey Gamble. Biographical
details of all Board members are shown on page 3.
The directors are subject to re-election at each AGM by rotation, except in
the AGM following the appointment of a new director when that new director’s
appointment will also be subject to shareholder approval.
During the financial year there were 4 full board meetings and 2 Audit
Committee meetings.
The attendance at each meeting is shown below:
No. of full Boards that could have been attended No. of meetings attended Audit Committee meetings held Audit Committee meetings attended
Geoffrey Gamble 4 4 2 2
Ian Cameron-Mowat (resigned 28/11/24) 4 4 2 2
Simon Like 3 3 n/a n/a
(resigned 28/11/24)
Michael Barnard (ceased 30/1/24) 0 0 n/a n/a
John Beaumont (appointed 29/1/24) 3 3 n/a n/a
Christopher Andrew (appointed 28/11/24) 0 0 n/a n/a
All directors either had relevant experience with quoted companies prior to
their appointment or had a good knowledge base of the rules and regulations
concerning a director’s responsibilities with listed companies and it was
therefore not thought necessary to provide further training in respect of
their obligations and duties.
The Board has also established procedures whereby directors wishing to do so
in the furtherance of their duties may take independent professional advice at
the Company’s expense.
All directors have access to the advice and services of the Company Secretary.
The Company Secretary provides the Board with full information on the
Company’s assets and liabilities and other relevant information requested by
the Chairman, in advance of each Board meeting.
The Board believes that it presents a balanced and understandable assessment
of the Company’s position and prospects. The Audit Committee meets twice a
year. Under the chairmanship of a non-executive director, its membership
comprises some of the other non-executive directors. During the year the Audit
Committee was chaired by Mr Gamble. The Audit Committee reviews the accounts
and is reported to by the external auditors. The audit committee did not
identify or consider any significant issues relating to the financial
statements as substantially all the investments are valued by reference to
publicly quoted prices. Further, the Audit Committee keeps under review the
cost effectiveness, independence and objectivity of the auditors. A formal
statement of independence is received from the external auditors each year.
The terms of reference of the audit committee are available for inspection at
the Company’s registered office.
The Company will be recommending the appointment of the Company’s auditor,
Royce Peeling Green Limited, at the AGM following its appointment by the
directors on 5 December 2024.
The investment manager is authorised and regulated by the Financial Conduct
Authority and the directors have an opportunity to review their own
auditors’ review of their financial controls.
Relations with shareholders
The Chairman is the Company’s principal spokesman with investors, fund
managers, the press and other interested parties.
Separate resolutions are proposed at the AGM on each substantially separate
issue. The Registrars collate proxy votes and the results (together with the
proxy forms) are forwarded to the Company Secretary immediately prior to the
AGM. In order to comply with the Governance Code, proxy votes will be
announced at the AGM, following each vote on a show of hands, except in the
event of a poll being called.
Financial Reporting
The directors’ statement of responsibilities for preparing the financial
statements is set out on page 23, and a statement by the auditors about their
reporting responsibilities is set out in the Auditor’s Report on page 30.
Internal control
The directors are responsible for the Company’s system of internal control.
Although no system of internal control can provide absolute assurance against
material misstatement or loss, the Company’s systems are designed to provide
the directors with reasonable assurance that problems are identified on a
timely basis and dealt with appropriately.
The directors have conducted a review of the effectiveness of the system of
internal control for the year covered by the financial statements. This
accords with the FRC’s guidance on Risk Management, Internal Control and
Related Financial and Business Reporting.
Although the Board is ultimately responsible for safeguarding the assets of
the Company, the Board has delegated, through written agreements, the
day-to-day operation of the Company to Oberon Investments Limited.
Compliance statement
The Listing Rules require the Board to report on compliance with the
Governance Code provisions throughout the accounting year. The Comply or
Explain directions of the Governance Code does however acknowledge that some
provisions may have less relevance for investment companies. With the
exception of the limited items outlined below, the Company has complied
throughout the accounting year to 31 December 2024 with the requirements of
the Governance Code.
1. The Board has not appointed a nominations committee as the directors consider
the Board to be small and it comprises wholly non-executive directors.
Appointments of new directors are dealt with by the full Board.
2. New directors do not receive a full, formal and tailored induction on joining
the Board. Such matters are addressed on an individual basis as they arise.
3. Due to the size of the Board and the nature of the Company’s business, a
formal performance evaluation of the Board, its committees, the individual
directors and the Chairman has not been undertaken. Specific performance
issues are dealt with as they arise.
4. The Company had two independent directors at the end of the financial year
ended 31 December 2024, as defined by the Governance Code issued in July 2018.
The board consider that Messrs. Gamble and Andrew are independent in character
and judgement and there are no relationships or circumstances which are likely
to, or could appear to affect the directors’ judgement. The Board considers
that all directors have sufficient experience to be able to exercise proper
judgement within the meaning of the Governance Code.
5. The Company does not have a chief executive officer or senior independent
director. The Board does not consider this to be necessary for the size of the
Company.
6. The Company does not conduct a formal review as to whether there is a need for
an internal audit function. The directors do not consider that an internal
audit would be an appropriate control for a venture capital trust.
7. The Audit Committee is chaired by Geoffrey Gamble, Chairman of the Board of
directors, whom the board regard as independent despite recommendations to the
contrary in the Governance Code due to his being Chairman of the Board of
directors.
8. The non-executive directors do not have service contracts, whereas the
recommendation is for fixed term renewable contracts.
9. The Company has no individuals who are major shareholders, so shareholders are
not given the opportunity to meet any new non-executive directors at a
specific meeting other than the annual general meeting.
Statement of directors’ responsibilities
United Kingdom company law requires the directors to prepare financial
statements for each financial year. Under that law the directors have elected
to prepare the financial statements in accordance with United Kingdom
Generally Accepted Accounting Practice, including Financial Reporting Standard
102 – “The Financial Reporting Standard Applicable in the United Kingdom
and Republic of Ireland” (“FRS 102”), (United Kingdom accounting
standards and applicable law). Under company law the directors are required to
prepare financial statements which give a true and fair view of the state of
affairs of the company as at the end of the financial year and of the profit
or loss of the company for that period. In preparing those financial
statements, the directors are required to:
* select suitable accounting policies and apply them consistently;
* make judgements and estimates that are reasonable and prudent;
* state whether applicable accounting standards have been followed;
* prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the company will continue in business; and
The directors are responsible for ensuring that adequate accounting records
are kept, which disclose with reasonable accuracy at any time the financial
position of the company, enabling them to ensure that the financial statements
comply with the Companies Act 2006. They are also responsible for the
company’s system of internal control, for safeguarding the assets of the
company and for taking reasonable steps for the prevention and detection of
fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the
Company’s website. Legislation in the United Kingdom governing the
preparation and dissemination of financial statements may differ from
legislation in other jurisdictions. The Company also releases information to
Companies House and to the London Stock Exchange via its Regulated News
Service.
Responsibility statement
The directors confirm that to the best of their knowledge:
1. The financial statements, prepared in accordance with United Kingdom
Accounting Standards (United Kingdom Generally Accepted Accounting Practice),
give a true and fair view of the assets, liabilities, financial position and
profit or loss of the
Company
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;
2. The Directors’ Report includes a fair review of the development and
performance and position of the Company, together with a description of the
principal risks and uncertainties that it faces;
3. The directors consider that the annual report and financial statements are
fair, balanced and understandable, providing appropriate information to
shareholders to assess the performance, business model and strategy of the
Company and therefore the Board recommends the approval of the financial
statements at the forthcoming AGM.
By Order of the Board
Geoffrey Gamble 29 April 2025
Independent Auditor’s Report to the members of Oberon AIM VCT plc
Opinion
We have audited the financial statements of Oberon AIM VCT plc (the
‘Company’) for the year ended 31 December 2024 which comprise the Income
Statement, Balance Sheet, Statement of Changes in Equity, Statement of Cash
Flows and notes to the financial statements, including significant accounting
policies. The financial reporting framework that has been applied in their
preparation is applicable law and United Kingdom Accounting Standards,
including Financial Reporting Standard 102 The Financial Reporting Standard
applicable in the UK and Republic or Ireland (United Kingdom Generally
Accepted Accounting Practice).
In our opinion:
* the financial statements give a true and fair view of the state of the
Company’s affairs as at 31 December 2024 and of its loss for the year then
ended;
* the financial statements have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice; and
* the financial statements have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor’s responsibilities for the
audit of the financial statements section of our report. We are independent of
the Company in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the FRC’s Ethical
Standard as applied to listed public interest entities, and we have fulfilled
our other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
Independence
We were appointed by the Board on 5 December 2024 to audit the financial
statements for the year ended 31 December 2024 and subsequent financial
periods. Our total uninterrupted period of engagement is one year. We remain
independent of the Company in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the UK, including the
FRC’s Ethical Standards as applied to listed public interest entities, and
we have fulfilled our other ethical responsibilities in accordance with these
requirements. The non-audit services prohibited by the FRC’s Ethical
Standard were not provided to the Company.
Our audit opinion is consistent with the additional report to the Audit
Committee.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate.
Our evaluation of the Directors’ assessment of the Company’s ability to
continue to adopt the going concern basis of accounting included:
* Obtaining the VCT compliance statements prepared by management during the year
and as at the year end, and reviewing the calculations therein to check that
the Company was meeting the requirements to retain VCT status;
* Discussing future plans with management, including the expectation of future
compliance with VCT legislation, reviewing forecasts including expected cash
flows and considering the appropriateness and sensitivity of assumptions used
in the preparation of those forecasts; and
* Reviewing the results of subsequent events and assessing the impact on the
financial statements and considering whether management have used all relevant
information in their assessment and enquiring whether any known events or
conditions beyond the period of assessment may affect going concern.
In relation to the Company’s reporting on how it has applied the UK
Corporate Governance Code, we have nothing material to add or draw attention
to in relation to the Directors’ statement in the financial statements about
whether the Directors considered it appropriate to adopt the going concern
basis of accounting.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the Company’s ability to
continue as a going concern for a period of at least twelve months from when
the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to
going concern are described in the relevant sections of this report.
Our approach to the audit
The audit was scoped by obtaining an understanding of the Company and its
environment, including the Company’s systems of internal control and
assessing the risks of material misstatement in the financial statements. We
also addressed the risk of management override of internal controls, including
assessing whether there was evidence of bias by the Directors that may have
represented a risk of material misstatement.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit,
and in evaluating the effect of misstatements on our audit and on the
financial statements. For the purposes of determining whether the financial
statements are free from material misstatement, we define materiality as the
magnitude of misstatement that makes it probable that the economic decisions
of a reasonably knowledgeable person would be changed or influenced. We also
determine a level of performance materiality which we use to assess the extent
of testing needed to reduce to an appropriately low level the probability that
the aggregate of uncorrected and undetected misstatements exceeds materiality
for the financial statements as a whole.
We determined the materiality for the financial statements as a whole to be
£15,000 based on 1% of gross assets. Performance materiality was set at
£9,000, being 62.5% of financial statement materiality having considered a
number of factors including the level of transactions in the year and the
expected total value of known and likely misstatements.
We agreed with the board that we shall report to them misstatements in excess
of £500 that we identify through the course of the audit, together with any
qualitative matters that warrant reporting.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
As set out below we have determined management override of controls and
valuation of unquoted investments to be the key audit matters to be
communicated in our report.
Key Audit Matters How our scope addressed this matter
Management override of controls
Under ISA (UK) 240 The Auditor’s Responsibilities Relating to Fraud in an Our work in this area included:
Audit of Financial Statements, there is a presumed significant risk of
management override of the system of internal controls.
*Review of journals processed during the period and in the preparation of the
financial statements to determine whether these were appropriate.
The primary responsibility for the prevention and detection of fraud rests
*Review of bank transactions throughout the period and since the year end for
with management. Their role in the detection of fraud is an extension of their material, round sum or unusual amounts and evidenced these back to appropriate
role in preventing fraudulent activity. documentation.
*Review of key estimates, judgements and assumptions within the financial
statements for evidence of management bias and agreement of any such to
appropriate supporting documentation.
Management are responsible for establishing a sound system of internal control
*Assessment of whether the financial results and accounting records included
designed to support the achievement of policies, aims and objectives and to any significant or unusual transactions where the economic substance was not
manage risks facing an entity; this includes the risk of fraud. clear.
Management are in a unique position to perpetrate fraud because of their Our conclusion
ability to manipulate accounting records and prepare fraudulent financial
statements by overriding controls that otherwise appear to be operating Based on the procedures performed, we are satisfied that the accounting
effectively. records and financial statements are free from material misstatement in this
respect.
For these reasons we consider management override of controls to be a key
audit matter.
Valuation & ownership of investments and calculation of gains and losses
thereon
There is a risk that unrealised gains and losses in the year have been Our audit work in relation to quoted investments included:
incorrectly recorded. Additionally, there is a risk that the carrying value of
the investments is incorrect or may not be owned by the Company. Furthermore,
there is a risk that recorded investments may not be owned by the Company.
*Testing the value of the year-end investments by reference to third-party
market price information.
*Agreeing the purchase and sale of investments to contract notes and cash
The investment portfolio at the balance sheet date had a carrying value of movements on a sample basis.
£1,449,000 comprising predominately quoted investments.
*Recalculating the realised gains and losses on the sale of investments for
both the individual transactions on a sample basis and for the total
portfolio.
*Recalculating the movement in unrealised gains and losses for arithmetical
The net realised gains for the year were £61,000 and unrealised losses were accuracy and validating by reviewing the opening costs to prior year balances
£599,000. and purchases on a sample basis.
*The portfolio is maintained by the investment manager in accordance with the
investment management agreement. We agreed the investment portfolio to a
signed confirmation provided by the investment advisor detailing the total
portfolio market price.
*Agreeing ownership of investee shares to share certificates.
*Confirming that the accounting policy and the disclosures in the financial
statements on fixed asset investments held at fair value through profit or
loss have been correctly presented.
For unquoted investments we have:
*Obtained an understanding of how the valuations were performed, considered
whether the method chosen was in accordance with IPEV guidance and FRS 102,
and challenged the assumptions applied to the valuation inputs.
*Considered alternative valuation methods and discussed these with the
Directors and the investment manager to gain comfort as to why alternative
methods were not used and considered the rationale for changes in basis from
one year to the next, if any.
*Considered any changes in the markets and environment in which the investee
companies operate and reviewed latest available information available to
management.
Our conclusion
Based on the procedures performed we did not identify any unadjusted material
misstatements in the valuation of the Company’s investment portfolio as at
the year end.
Other information
The other information comprises the information included in the Annual report,
other than the financial statements and our auditor’s report thereon. The
Directors are responsible for the other information contained within the
Annual report. Our opinion on the Company financial statements does not cover
the other information and, except to the extent otherwise explicitly stated in
our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
Corporate Governance Statement
The Listing Rules require us to review the Directors’ statement in relation
to going concern, longer-term viability and that part of the Corporate
Governance Statement relating to the Company’s compliance with the
provisions of the UK Corporate Governance Statement specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each
of the following elements of the Corporate Governance Statement is materially
consistent with the financial statements or our knowledge obtained during the
audit:
Going concern and longer term viability The Directors’ statements on pages 18, 21 and 36 with regards to the
appropriateness of adopting the going concern basis of accounting in preparing
the financial statements and any material uncertainties identified; and
The Directors’ explanation on page 7 as to how they have assessed the
prospects of the Company, over what period they have done so and why they
consider that period to be appropriate.
Other code provisions The Directors’ statement on page 24 is fair, balanced and understandable;
The Board’s confirmation on page 7 that is has carried out a robust
assessment of emerging and principal risks;
The section of the Annual Report on page 22 that describes the review of
effectiveness of the Company’s risk management and internal control systems;
and
The section of the Annual Report on pages 21 and 22 that describes the work of
the Audit Committee, including the significant issues that the Audit Committee
considered relating to the financial statements.
Opinions on other matters prescribed by Companies Act 2006
Based on the responsibilities described below and our work performed in the
course of our audit, we are required by the Companies Act 2006 and ISAs (UK)
to report on certain opinions and matters described below:
Strategic Report and Directors’ Report In our opinion, based on the work undertaken in the course of the audit:
*the information given in the Strategic Report and the Directors’ Report for
the financial period for which the financial statements are prepared is
consistent with the financial statements; and
*the Strategic Report and the Directors’ Report have been prepared in
accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its
environment obtained in the course of the audit, we have not identified
material misstatements in the Strategic Report or the Directors’ Report.
Directors’ remuneration In our opinion, the part of the Directors’ Remuneration Report to be audited
has been properly prepared in accordance with the Companies Act 2006.
Matters on which we are required to report by exception We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
*adequate accounting records have not been kept by the Company, or returns
adequate for our audit have not been received from branches not visited by us;
or
*the Company financial statements and the part of the Directors’ Remuneration
Report to be audited are not in agreement with the accounting records and
returns; or
*certain disclosures of Directors’ remuneration specified by law are not
made; or
*we have not received all the information and explanations we require for our
audit.
Responsibilities of Directors
As explained more fully in the statement of Directors’ responsibilities, the
Directors are responsible for the preparation of the Company financial
statements and for being satisfied that they give a true and fair view, and
for such internal control as the Directors determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the Company financial statements, the Directors are responsible
for assessing the ability of the Company to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the Directors either intend to
liquidate the Company or to cease operations, or have no realistic alternative
but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Extent to which the audit was capable of detecting irregularities, including
fraud
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
Our audit procedures were designed to respond to those identified risks,
including non-compliance with laws and regulations (irregularities) and fraud
that are material to the financial statements. Our audit work included but was
not limited to the following procedures.
We obtained an understanding of the legal and regulatory frameworks that apply
to the Company and identified the key laws and regulations that had a direct
effect on the determination of material amounts and disclosures in the
financial statements, including the Companies Act 2006, the FCA Listing and
DTR Rules, the UK Corporate Governance Code, the Statement of Recommended
Practice Financial Statements of Investment Trust Companies and Venture
Capital Trusts (the SORP) and UK tax legislation.
Our procedures in respect of the above included:
* Considering the risk of acts by the Company which were contrary to applicable
laws and regulations, including fraud;
* Making enquiries of Directors and management regarding their policies and
procedures for compliance with laws and regulations;
* Making enquiries of Directors and management and reviewing Board and Committee
minutes regarding known or suspected non compliance with laws and regulations;
and
* Communicating identified laws and regulations throughout our engagement team
and remaining alert to any indications of non-compliance throughout our audit.
Our audit procedures in relation to fraud included but were not limited to:
* Making enquiries of Directors and management and reviewing Board and Committee
minutes regarding known or suspected instances of fraud;
* Gaining an understanding of the policies and procedures relating to the
detection of fraud and internal controls established to mitigate risks related
to fraud;
* Discussing amongst the engagement team the risks of fraud;
* Evaluating performance incentives and opportunities for fraudulent
manipulation of the financial statements; and
* Addressing the risks of fraud through management override of controls by
performing journal entry testing.
Based on our risk assessment we identified management override of controls and
valuation of unquoted investments to be the areas most susceptible to fraud.
Our audit procedures in respect of the above include matters covered in Key
audit matters above.
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of
non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities
(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.frc.org.uk%2Fauditorsresponsibilities&esheet=54245966&newsitemid=20250429730575&lan=en-US&anchor=www.frc.org.uk%2Fauditorsresponsibilities&index=3&md5=5a71cad0493088eb57732ee9bcd28fae)
. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the Company’s members, as a body, in
accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work
has been undertaken so that we might state to the Company’s members those
matters we are required to state to them in an auditor’s report and for no
other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone, other than the Company and the Company's
members as a body, for our audit work, for this report, or for the opinions we
have formed.
Martin Chatten
(Senior Statutory Auditor)
For and on behalf of Royce Peeling Green Limited
Chartered Accountants
Statutory Auditor
The Copper Room
Deva City Office Park
Trinity Way
Manchester M3 7BG
29 April 2025
Statement of Comprehensive Income
(incorporating the revenue account)
for the year to 31 December 2024
Year ended Year ended
31 December 2024
31 December 2023
Notes Revenue Capital Total Revenue Capital Total
£’000
£’000
£’000
£’000
£’000
£’000
Gains/(losses) on investments
- realised 12 - 61 61 - 145 145
- unrealised 12 - (599) (599) - (318) (318)
Income 5 24 - 24 29 - 29
Investment management fee 6 (3) (10) (13) (6) (17) (23)
Other expenses 7 (103) - (103) (115) - (115)
______ ______ ______ ______ ______ ______
(Loss) on ordinary activities before taxation (82) (548) (630) (92) (190) (282)
- - - - - -
Tax charge on ordinary activities
9
______ ______ ______ ______ ______ ______
(Loss) on ordinary activities after taxation (82) (548) (630) (92) (190) (282)
======= ======= ======= ======= ======= ======
(Loss) per ordinary share (pence) 11 (1.48) (9.82) (11.30) (1.72) (3.55) (5.27)
======= ======= ======= ======= ======= ======
The notes on pages 36 to 46 form an integral part of these financial
statements.
All revenue and capital items in the above statement are from continuing
operations in the current year. No operations were acquired or discontinued in
the current year. Other than that shown above, the Company had no recognised
gains or losses. Accordingly, the above represents the total comprehensive
income for the year.
Balance Sheet
at 31 December 2024
As at As at
31 December 2024
31 December 2023
£’000
Note £’000
Fixed assets
Investments 12 1,449 1,994
Current assets
Debtors 15 16 243
Current liabilities
Creditors: amounts falling due within one year 16 (27) (30)
1,438 2,207
Capital and reserves
Called up share capital 17 557 557
Share premium 547 547
Capital redemption reserve 171 171
Special distributable reserve 2,636 2,775
Capital reserve – realised (130) (287)
Capital reserve – unrealised (2,014) (1,309)
Revenue reserve (329) (247)
Total equity shareholders’ funds 1,438 2,207
Net asset value per ordinary share 18 25.80p 39.60p
The financial statements on pages 32 to 46 were approved by the Board of
Directors on 29 April 2025 and were signed on its behalf by:
Geoffrey Gamble
Chairman
Company’s registered number: 06054576
Statement of Changes in Equity
for the year to 31 December 2024
Called-up Share Capital Special Capital Capital Revenue Total
share
premium
redemption
distributable
reserve
reserve
reserve
capital
account
reserve
reserve
realised
unrealised
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
As at 01/01/24 557 547 171 2,775 (287) (1,309) (247) 2,207
Share issue - - - - - - - -
Realised gain on disposals - - - - 61 - - 61
Unrealised (losses)/gains - - - - - (599) - (599)
Transfer of unrealised gain to realised - - - - 106 (106) - -
Net revenue before tax - - - - - - (82) (82)
Capital element of investment management fee - - - - (10) - - (10)
Dividends paid - - - (139) - - - (139)
_______ _______ _______ _______ ________ ________ ________ _______
As at 31/12/24 557 547 171 2,636 (130) (2,014) (329) 1,438
As at 01/01/23 507 382 171 2,915 (62) (1,345) (155) 2,413
Share issue 50 165 - - - - - 215
Realised gain on disposals - - - - 145 - - 145
Unrealised (losses)/gains - - - - - (318) - (318)
Transfer of unrealised loss to realised - - - - (354) 354 - -
Net revenue before tax - - - - - - (92) (92)
Capital element of investment management fee - - - - (17) - - (17)
Dividends paid - - - (139) - - - (139)
_______ _______ _______ _______ ________ ________ ________ _______
As at 31/12/23 557 547 171 2,775 (287) (1,309) (247) 2,207
Some columns and rows might not cast because of rounding errors.
The notes on pages 36 to 46 form an integral part of these financial
statements.
Cash Flow Statement
for the year to 31 December 2024
As at As at
31 December 2024
31 December 2023
£’000
Note £’000
Cash flow from operating activities
Cash outflow from operations 19 (119) (239)
Net cash outflow from operating activities (119) (239)
Cash flows from investing activities
Investment income 24 29
Net cash from investing activities 24 29
Cash flows from financing activities
Sale of investments 415 522
Purchase of investments (408) (499)
Dividend paid (139) (139)
Share capital issued - 215
Net cash from financing activities (132) 99
Net decrease in cash and cash equivalents (227) (111)
Cash and cash equivalents at the beginning of year 243 354
Cash and cash equivalents at the end of year (held by Investment Manager) 15 16 243
Notes to the Financial Statements
for the year to 31 December 2024
1. Company information
Oberon AIM VCT plc is a UK incorporated public limited company whose
registered office is:
2(nd) Floor
6 Duke Street
St James’s
London SW1Y 6BN
Oberon AIM VCT plc is a Venture Capital Trust established under the
legislation introduced in the Finance Act 1995. The Company’s principal
objective is to achieve long term capital growth and to pay tax free dividends
when appropriate through investment in a diversified portfolio of qualifying
companies primarily quoted on AIM.
2. Basis of preparation
The Financial Statements have been prepared under the historical cost
convention, except for the measurement at fair value of certain financial
instruments, and in accordance with UK Generally Accepted Accounting Practice
(“UK GAAP”), including FRS 102 and with the Companies Act 2006 and the
Statement of Recommended Practice (SORP) ‘Financial Statements of Investment
Trust Companies and Venture Capital Trusts (revised July 2022)’.
A summary of the principal accounting policies is set out below.
The Company is a public company and is limited by shares. The Company held all
fixed asset investments at fair value through profit or loss. Accordingly, all
interest income, fee income, expenses and gains and losses on investments are
attributable to assets held at fair value through profit or loss.
Going Concern basis – on the basis that the assets of the Company consist
mainly of marketable securities, the directors are of the opinion that at the
time of approving the accounts, the Company has adequate resources to continue
in operational existence for the foreseeable future. This is because the
directors have a reasonable expectation that the Company has sufficient cash
and liquid investments to continue to operate and that the Company will be
able to manage its business risks successfully and meet its liabilities as
they fall due. Thus, the directors believe it is appropriate to continue to
adopt the going concern basis in preparing the financial statements.
The financial statements are presented in Sterling.
3. Significant estimates and judgements
As the Company’s investment holdings, which comprise approximately 99% of
its total assets, are stated at market value based on either the closing bid
prices of the London Stock Exchange or using recent placing values where not
quoted, the directors do not believe that there is any inherent uncertainty in
their presentation of these amounts, and that in their judgement, market value
and fair value may be regarded as identical for the purpose of these accounts.
4. Accounting policies
Accounting policies have been applied consistently throughout the year and in
the prior year.
Cash and cash equivalents
Cash and cash equivalents comprise uninvested funds, held in a client account
by the Investment Manager and the balance is included within debtors.
Investments
The Company’s principal financial assets are its investments and the
policies in relation to those assets are set out below.
Purchases and sales of investments are recognised in the Financial Statements
at the date of the transaction (trade date) at cost.
These investments are managed and their performance evaluated on a fair value
basis and information about them is provided internally on that basis to the
Board. Accordingly, as permitted by FRS 102, the investments are measured as
being fair value through profit or loss on the basis that they qualify as a
group of assets managed, and whose performance is evaluated, on a fair value
basis in accordance with a documented investment strategy. The Company's
investments are measured at subsequent reporting dates at fair value.
In the case of investments quoted on a recognised stock exchange, fair value
is established by reference to the closing bid price on the relevant date or
the last traded price, depending upon convention of the exchange on which the
investment is quoted. In the case of AIM quoted investments this is the
closing bid price. In the case of unquoted investments, fair value is
established by using measures of value such as the price of recent
transactions, earnings or revenue multiples, discounted cash flows and net
assets. These are consistent with the IPEV guidelines.
Realised surpluses or deficits on the disposal of investments and permanent
impairments in the value of investments are taken to realised capital
reserves. Unrealised surpluses and deficits on the revaluation of investments
are taken to unrealised capital reserves. Costs incurred relating to
acquisitions and disposals are charged to capital reserves as a deduction from
proceeds or an addition to costs.
In the preparation of the valuations of assets the directors are required to
make judgements and estimates that are reasonable and incorporate their
knowledge of the performance of the investee companies. In the event that the
shares held by the Company are subject to certain restrictions, or the holding
is significant in relation to the traded issued share capital of the investee
company then the directors may apply a discount to the relevant market price.
Fair value hierarchy
Paragraph 34.22 of FRS 102 regarding financial instruments that are measured
in the balance sheet at fair value requires disclosure of fair value
measurements dependent on whether the stock is quoted and the level of the
accuracy in the ability to determine its fair value. The fair value
measurement hierarchy is as follows:
For quoted investments:
Level 1: quoted prices in active markets for an identical asset. The fair
value of financial instruments traded in active markets is based on quoted
market prices at the balance sheet date. A market is regarded as active if
quoted prices are readily and regularly available, and those prices represent
actual and regularly occurring market transactions on an arm’s length basis.
The quoted market price used for financial assets held is the bid price at the
balance sheet date.
Level 2: where quoted prices are not available (or where a stock is normally
quoted on a recognised stock exchange that no quoted price is available), the
price of a recent transaction for an identical asset, providing there has been
no significant change in economic circumstances or a significant lapse in time
since the transaction took place. The Company held no such investments in the
current or prior year.
4. Accounting policies (continued)
Investments (continued)
For investments not quoted in an active market:
Level 3: the fair value of financial instruments that are not traded in an
active market is determined by either looking at recent share transactions
(e.g. placings) or by using valuation techniques.
There have been no transfers between these classifications in the year (2023:
none). The change in fair value for the current and previous year is
recognised through the profit or loss account.
Current asset investments
No current asset investments were held at 31 December 2024 or 31 December
2023. Should current assets be held, gains and losses arising from changes in
fair value of investments are recognised as part of the capital return within
the Income Statement and allocated to the capital reserve - gains/(losses) on
disposal.
It is not the Company’s policy to exercise controlling or significant
influence over investee companies, although it may hold a significant interest
in some companies. Accordingly, the results of these companies are not
incorporated into the revenue account except to the extent of any income
earned or received.
Investment Income
Dividend income receivable from quoted securities is recognised on the
ex-dividend date. Income from unquoted equity and non-equity securities is
recognised on an accruals basis.
Interest from cash and deposits and fixed returns on debt securities are
recognised on an accruals basis.
Expenses
All expenses are accounted for on an accruals basis. One quarter of the
investment management fee is charged to the revenue account and the remaining
three quarters is charged to capital reserves, and inclusive of any
irrecoverable value added tax. The allocation of the management fee reflects
the directors’ estimate of the source of the long-term returns in the
portfolio from revenue and capital.
Taxation
Any tax payable is based on taxable profit for the year. Taxable profit
differs from net profit as reported in the statement of comprehensive income
because it excludes items of income or expense that are taxable or deductible
in other years and it further excludes items that are never taxable or
deductible. The Company’s liability for current tax is calculated using tax
rates that have been enacted or substantively enacted by the reporting end
date.
Financial Instruments
The Company’s principal financial assets are its investments and its cash
and the policies in relation to those assets are set out above. Financial
liabilities and equity instruments are classified according to the substance
of the contractual arrangements entered into. An equity instrument is any
contract that evidences a residual interest in the assets of the entity after
deducting all of its financial liabilities. Where the contractual terms of
share capital do not have any terms meeting the definition of a financial
liability then this is classed as an equity instrument. The nominal value of
new equity issued during the year is credited to share capital reserve and any
premium is credited to the share premium account.
4. Accounting policies (continued)
Reserves
Called up share capital represents the nominal value of shares that have been
issued.
Share premium account includes any premiums received on issue of share
capital. Any transaction costs associated with the issuing of shares are
deducted from share premium.
Capital redemption reserve relates to share capital repurchased and is equal
to the nominal value of the shares repurchased.
Special distributable reserve includes cancelled share premium account and is
available for distribution and may be used to cover dividend payments or share
buy backs.
Capital reserve-realised represents surpluses or deficits on the disposal of
investments and permanent impairment in the value of investments.
Capital reserve-unrealised represents unrealised surpluses and deficits on the
revaluation of investments.
Revenue reserve includes all current and prior period retained profits and
losses and other distributable reserves.
5. Investment income
Year ended Year ended
31 December 2024 31 December 2023
£’000
£’000
Income
Interest income 3 3
Dividends from UK companies 21 26
Total income 24 29
All of the Company’s income has been generated in the United Kingdom from
either interest earned on its cash balances or dividend income from its
investment portfolio.
6. Investment management fees
Year ended Year ended
31 December 2024 31 December 2023
Revenue Capital Revenue Capital
£’000
£’000
£’000 £’000
Investment management fees 3 10 6 17
Oberon Investments Limited provides investment management services to the
Company in respect of the Company’s portfolio of venture capital investments
under an investment management agreement dated 12 March 2007, supported by a
deed of amendment dated 4 September 2017 and a further deed of amendment dated
30 May 2024.
Under the terms of the revised investment management agreement, Oberon
Investments Limited is entitled to a fee (exclusive of VAT) equal to 1% per
annum of the net assets of the Company and then rising over time to 2.0%. The
fee is calculated quarterly in arrears based on the net assets at 31 March, 30
June, 30 September and 31 December. During the year ended 31 December 2024,
the fee payable to Oberon Investments Limited equated to 1% per annum of net
assets for the first nine months and zero for the final quarter. No fee will
now be payable until October 2025. Thereafter the fee will resume at the
agreed rate of 2.0%. No performance fee is payable.
7. Other expenses
Year ended Year ended
31 December 2024 31 December 2023
£’000
£’000
Administrative and secretarial services 40 46
Auditor’s fees for Royce Peeling Green – for audit work 33 -
Auditor’s fees for Moore Kingston Smith – for audit work 5 29
Auditor’s fees for Moore Kingston Smith – for non-audit related work 4 3
Regulatory & LSE fees 21 37
103 115
8. Directors’ remuneration
The chairman received £5,000 remuneration in the year (2023: £5,000). No
other remuneration has been paid or is payable for the year to 31 December
2024 or in respect of the prior year.
9. Tax charge on ordinary activities
Year ended Year ended
31 December 2024 31 December 2023
Revenue Capital Revenue Capital
£’000
£’000
£’000 £’000
United Kingdom tax based on the taxable profit for the year
- Current year - - - -
- Prior year - - - -
- - - -
Factors affecting tax charge for the year
Return on ordinary activities before taxation (82) (548) (92) (190)
Tax on above at the standard company rate of 25.0% (2023: 23.5%) (21) (137) (22) (45)
UK investment income not subject to corporation tax (6) - (7) -
Realised (gains)/losses not taxable - (15) - (34)
Unrealised (gains)/losses not taxable - 150 - 75
Non allowable expenses - - - -
Unutilised/(utilised) losses 27 2 29 4
Current tax charge for the year - - - -
The Company has unrelieved losses amounting to approximately £1,448k (2023:
£1,334k) which are available to carry forward for tax purposes which it can
set off against future profits. No deferred tax asset has been recognised in
respect of these losses; in view of the Company’s history of losses
recoverability is not sufficiently certain.
10. Dividends paid
Year ended Year ended
31 December 2024 31 December 2023
£’000
£’000
Final dividend paid in respect of previous year 139 139
139 139
The directors declared a final dividend of 2.5p per share (amounting to
£139k) in respect of the year ended 31 December 2023 and this was paid during
2024. The directors also declared a final dividend of 2.5p per share
(amounting to £139k) in respect of the year ended 31 December 2022 and this
was paid during 2023.
11. Return per ordinary share
The revenue loss, per ordinary share, of 1.48p (2023: 1.72p), is based on the
net loss on ordinary activities after taxation of £82,430 (2023: loss of
£91,710) and on 5,574,403 (2023: 5,346,708) ordinary shares, being the
weighted average number of ordinary shares in issue during the year.
The total loss per ordinary share of 11.30p (2023: loss of 5.27p per share) is
based on a net loss after taxation of £629,890 (2023: loss of £281,763) and
on 5,574,403 (2023: 5,346,708) ordinary shares, being the weighted average
number of ordinary shares in issue during the year.
12. Fixed asset investments at valuation
As at As at
31 December 2024 31 December 2023
£’000
£’000
UK listed 8 8
AIM 1,377 1,918
AQSE 46 50
Unlisted 18 18
1,449 1,994
Movements (castings affected by roundings) in investments, including realised
and unrealised gains and losses, during the year are summarised as follows:
Year ended 31 December 2024
UK AIM AQSE Un-listed Total
Listed
£’000 £’000 £’000 £’000 £’000
Value at 1 January 2024 8 1,918 50 18 1,994
Purchases - 358 50 - 408
Transfers - - - - -
8 2,276 100 18 2,402
less: Sales proceeds - (377) (38) - (415)
8 1,899 62 18 1,987
Realised period gains - 55 6 - 61
Unrealised holding (losses) - (577) (22) - (599)
Value at 31 December 2024 8 1,377 46 18 1,449
Cost at 31 December 2024 10 3,253 150 50 3,463
12. Fixed asset investments (continued)
Year ended 31 December 2023
UK AIM AQSE Un-listed Total
Listed
£’000 £’000 £’000 £’000 £’000
Value at 1 January 2023 8 1,999 165 18 2,190
Purchases - 499 - - 499
Transfers - - - - -
8 2,498 165 18 2,689
less: Sales proceeds - (367) (155) - (522)
8 2,131 10 18 2,167
Realised period gains - 94 51 - 145
Unrealised holding (losses) - (307) (11) - (318)
Value at 31 December 2023 8 1,918 50 18 1,994
Cost at 31 December 2023 10 3,126 117 50 3,303
The overall (loss)/gain on investments for the years shown in the Income
Statement is as follows:
Year ended Year ended
31 December 2024 31 December 2023
£’000
£’000
Net realised gains on disposal 61 145
Net unrealised gains (599) (318)
(538) (173)
13. Venture capital investments
A full list of investments held is disclosed under Investment Portfolio.
14. Significant interests
The Company did not hold more than 10% of the allotted equity share capital of
any class of share in any investee company.
15. Debtors
As at As at
31 December
31 December
2024
2023
£’000
£’000
Uninvested funds with broker:
Oberon Investments Limited 16 243
16 243
16. Creditors
As at As at
31 December 31 December
2024
2023
£’000
£’000
27 30
Trade creditors and accruals
27 30
17. Share capital
As at As at
31 December 31 December
2024
2023
£’000
£’000
Authorised
25,000,000 ordinary shares of 10p each 2,500 2,500
Allotted, called up and fully paid
5,574,403 (2023: 5,574,403) ordinary shares of 10p each 557 557
18. Net asset value per share
Net asset value per share of 25.80p (2023: 39.60p) is based on net assets at
31 December 2024 of £1,438,243 (31 December 2023 of £2,207,493) and on
5,574,403 ordinary shares in issue on both 31 December 2024 and on 31 December
2023.
19. Notes to the cash flow statement
Net cash outflow from operating activities
Year ended Year ended
31 December 2024 31 December 2023
£’000 £’000
Operating activity
(Loss)/profit on ordinary activities (630) (282)
(Gains)/losses on sale of investments (61) (145)
Investment income (24) (29)
Unrealised losses/(gains) on investments 599 318
Increase/(decrease) in creditors (3) (101)
(119) (239)
20. Risk management and financial instruments
A statement of the Company’s principal objectives is given within the
Strategic Report on page 6. In order to achieve these objectives the Company
invests its funds primarily in qualifying holdings in companies traded on AIM,
which by their nature may carry a higher degree of risk than investments in
large listed companies. The Company has not entered into any derivative
transactions, and does not expect to do so in the foreseeable future. As a
venture capital trust, the Company invests in securities for the long term,
and it is the Company’s policy that no trading in investments or other
financial instruments shall be undertaken.
Market price risk
The main risks arising from the Company’s investing activities are market
price risk, representing the uncertain realisable values of the Company’s
investments. The directors aim to limit the risk attaching to the portfolio as
a whole by careful selection of investments and by maintaining a wide spread
of investments in terms of financing stage, industry sector and geographical
location.
The assets of the Company are held for the most part as listed investments
which carry market risk in the form of a single risk variable - market price
movement. The directors do not consider that a risk analysis of that single
risk variable will produce any useful information beyond the obvious that
downward movement in share prices will result in a downward movement in the
share values and vice versa. For this reason, the directors do not consider it
appropriate to prepare a sensitivity analysis to market price movement.
Interest rate risk
The Company finances its activities through retained profits including
realisable capital profits, and through the issue of equity shares. It has not
entered into any borrowings.
Liquidity risk
There is liquidity risk associated with unquoted investments, which are not
readily realisable.
Credit risk
Credit risk is the risk of a borrower defaulting on either an interest payment
or the capital sum of a loan. The Company has not made any loans to investee
companies. The Company also has some credit risk associated with its
Investment Manager which holds cash on behalf of the Company, as explained in
note 20.
Currency risk
The Company’s assets and liabilities are denominated in Sterling. As such,
there is little currency risk. Any transactions in currencies other than
Sterling are recorded at the rates of exchange prevailing at the date of the
transaction. At each reporting date, the monetary assets and liabilities
denominated in foreign currencies are re-translated at the rates prevailing on
the reporting date.
Capital
The Company’s capital is provided in its entirety by its shareholders in the
form of ordinary shares.
The Company’s purpose and objective is the investment of its capital funds
in listed investments, primarily those quoted on AIM with a view to securing
capital appreciation over the long term.
There were no externally imposed capital requirements with which the Company
had to comply during the year to 31 December 2024.
20. Risk management and financial instruments (continued)
Financial assets
The interest rate profile of the Company’s financial assets is set out
below:
Year ended Year ended
31 December 2024 31 December 2023
£’000
£’000
Fixed rate - -
Variable interest bearing 16 243
Non-interest bearing 1,459 1,994
1,475 2,237
Non-interest bearing financial assets comprise equity share and non-equity
share investments in investee companies, cash held on non-interest bearing
deposit and debtors.
Fair values
The investments of the Company are valued by the directors at their bid prices
(in accordance with the guidelines issued by the British Venture Capital
Association), and these carrying values are considered to approximate the fair
value of the investments. The fair values have also been determined in line
with the fair value hierarchy as set out in FRS 102 11.27.
21. Financial assets and liabilities
Year ended Year ended
31 December 2024 31 December 2023
£’000 £’000
Financial assets measured at fair value through profit & loss 1,459 1,994
Financial assets measured at amortised cost 16 243
Financial liabilities measured at amortised cost (27) (30)
22. Related party transactions
As disclosed in note 6, Oberon AIM VCT plc is managed by Oberon Investments
Limited which is paid a management fee, of £13k (2023: £23k).
One amount was payable to key management personnel, being the Chairman, during
the year for £5,000 (2023: £5,000).
23. Capital commitments
There were no investments which were approved at the year-end but which had
not completed.
24. Control
Oberon AIM VCT plc is not under the control of any one party or individual.
25. Post balance sheet events
On 4 April 2025 the Company issued 452,000 new shares at a price of £0.287
per share, raising £130,000 before expenses. On 24 April 2025, the Company
issued a further 367,924 shares at a price of £0.272 per share, raising a
further £100,000 before expenses.
The Company’s directors intend to propose a final dividend of 1.3p per share
for the year ended 31 December 2024, which will be payable, subject to
shareholder approval, later in 2025.
Shareholder Information
For the year to 31 December 2024
The Company
Oberon plc was incorporated on 16 January 2007. On 4 April 2007, the Company
obtained a listing on the London Stock Exchange. A total of £5.745 million
was raised (before expenses) through an offer for subscription of new ordinary
shares at 100p. The Company has been approved as a Venture Capital Trust by
the Inland Revenue.
The Investment Manager
Oberon AIM VCT plc is managed by Oberon Investments Limited, an independent
fund management company based in Laindon, Essex.
Venture Capital Trusts
Venture Capital Trusts (VCTs) were introduced in the Finance Act 1995 and are
intended to provide a means whereby individual investors can invest in small
unquoted trading companies in the UK, with incentives in the form of a number
of tax benefits. From 6 April 2005, investors subscribing for new shares in a
VCT have been entitled to claim income tax relief of 30% on their investment,
irrespective of their marginal tax rate (up to a maximum investment of
£200,000 per tax year). The tax relief cannot exceed the amount which reduces
an investor’s income tax liability to nil. In addition all dividends paid by
VCTs are tax free and disposals of VCT shares are not subject to capital gains
tax.
Oberon AIM VCT plc has been approved as a VCT by HM Revenue and Customs. In
order to maintain its approval the Company must comply with certain
requirements on a continuing basis; in particular, at least 80% by value of
the Company’s investments must comprise “qualifying holdings”. A
“qualifying holding” consists of up to £1 million invested in any one
year in new shares or securities in an unquoted company which is carrying on a
qualifying trade and whose gross assets do not exceed £15 million at the time
of investment. For the purposes of these criteria, unquoted companies include
companies whose shares are traded on the Alternative Investment Market
(“AIM”).
As with investment trusts, capital gains accruing to VCTs are not chargeable
gains for UK Corporation Tax purposes.
Financial calendar
Annual General Meeting June 2025
Interim report for six months to 30 June 2025 August 2025
Preliminary announcement of results for the year to 31 December 2025 March 2026
Annual General Meeting 2025 June 2026
Share price
The mid-market price of shares in Oberon AIM VCT plc is available daily on the
London Stock Exchange website (www.londonstockexchange.com
(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.londonstockexchange.com&esheet=54245966&newsitemid=20250429730575&lan=en-US&anchor=www.londonstockexchange.com&index=4&md5=c8ad1a18078f0a925b04f889119b649f)
).
View source version on businesswire.com:
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