REG - Unicorn AIM VCT PLC - Final Results
05/12/2025 07:00
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RNS Number : 3563K Unicorn AIM VCT PLC 05 December 2025
Unicorn AIM VCT plc (the "Company" or the "VCT")
LEI: 21380057QDV7D34E9870
Annual Results Announcement for the year ended 30 September 2025
The full Annual Report and Accounts for the year ended 30 September 2025 can
be found on the Company's website www.unicornaimvct.co.uk
FINANCIAL HIGHLIGHTS
(for the year ended 30 September 2025)
· In addition to the 6.5 pence per share ordinary dividends, a special
interim dividend of 6.0 pence per share was also paid during the year.
· Net Asset Value ("NAV") per share for the financial year ended 30
September 2025, after adding back dividends of 12.5 pence per share paid in
the year, fell by 1.8%.* By comparison the FTSE AIM All-Share Total Return
Index rose by 7.9%.*
· Offer for Subscription raised £24.1 million (after costs).
· Final dividend of 3.5 pence per share proposed for the financial year
ended 30 September 2025.
· New Offer for Subscription announced to raise up to £25.0 million.
*Alternative Performance measures
Fund Performance
10-year cumulative dividends + paid per share (p)
Net asset value per share (NAV) (p) Net asset value plus cumulative dividends paid per share (p)
Shareholders' Funds*
Ordinary Shares (£ m) Share price (p)
30 September 2025 194.4 90.3 124.2 214.5 76.5
31 March 2025 182.5 88.0 121.2 209.2 80.5
30 September 2024 199.4 104.7 111.7 216.4 93.5
31 March 2024 199.5 103.6 108.7 212.3 91.5
* Shareholders funds/net assets as shown on the Statement of Financial
Position below.
+ The Board has recommended a final dividend of 3.5 pence per share bringing
total dividends for the year to 6.5 pence per share. If the final dividend is
approved by Shareholders, then these payments will bring total dividends paid
in the last ten years from 30 September 2014 to 127.7 pence per share.
Key Performance Indicators
The Board uses the key indicators below as Alternative Performance Measures
("APM's") to measure the Investment Manager's performance, thereby helping
Shareholders to assess how the Company is performing against its objective.
- NAV per share, cumulative dividends paid and NAV total Shareholder
return
- Earnings per share
- 5 year NAV and share price comparison
- Running costs
Further details can be found on pages 3 and 4 of the Annual Report.
STRATEGIC REPORT
The purpose of this Strategic Report is to inform Shareholders of the
Company's progress on key matters and assist them in assessing the extent to
which the Directors have performed their legal duty to promote the success of
the Company in accordance with section 172 of the Companies Act 2006.
The Investment Manager's Review includes a comprehensive analysis of the
development of the business during the financial year and the position of the
Company's main investments at the end of the year.
Chair's Statement
for the year ended 30 September 2025
I am pleased to present the Company's Audited Annual Report for the year ended
30 September 2025.
Introduction
The UK economy has had a difficult 12 months and the smaller UK focused
companies in which we invest have suffered from the resulting uncertainty and
caution in the period under review. The investment landscape remained shaped
by the continued dominance of the US market and in particular the Magnificent
Seven tech stocks whose market capitalisation as at 30 September 2025 had
collectively risen to $20.8 trillion or 6.3 times the market capitalisation of
the entire FTSE 100 shares. Elsewhere, elevated inflation, a sustained
higher-interest rate environment, and renewed political risk collectively
reinforced a prevailing preference for capital preservation over risk taking.
Within UK equity markets, investor capital continued to favour large, liquid,
and globally diversified businesses. These companies, many of which benefited
from exposure to defensive sectors such as oil and gas, aerospace and defence,
and financials, were rewarded for balance sheet strength and cash flow
visibility. In contrast, smaller growth focused companies, particularly those
operating on the Alternative Investment Market ("AIM"), faced subdued investor
appetite, limited liquidity, and depressed valuations.
Although the FTSE AIM All Share Index delivered a total return of +7.9% for
the financial year, this performance was driven by a narrow group of cyclical
stocks, with many smaller companies continuing to struggle. The broader
environment for AIM VCTs remained poor. Risk appetite for early-stage
businesses remained constrained, IPO activity was limited, and fundraising
conditions remained subdued. Against this backdrop, your Company delivered a
negative total return of -1.8%.
While this outcome is disappointing in absolute terms, it reflects the
structural, sectoral and cyclical challenges associated with investing in
smaller VCT qualifying businesses during periods of market stress.
Nevertheless, the underlying portfolio remains resilient. Many investee
companies continue to deliver operational progress and are well positioned to
benefit should market conditions stabilise and sentiment improves.
Economic & Market Review
The UK economy faced several concurrent challenges during the financial year.
Inflation, while declining in headline terms, remained elevated throughout the
period, underpinned by strong wage growth and persistent pricing pressure in
the services sector. Core inflation consistently exceeded the Bank of
England's 2% target, and interest rates were maintained at high levels, which
impacts on both business investment and consumer demand.
UK equity markets displayed a pronounced divergence in performance. The FTSE
100 Index delivered a strong total return of 17.5%, driven by sectoral
tailwinds and exposure to global demand. Defensive sectors such as banking,
defence, tobacco, oil and gas, and life insurance led performance,
collectively accounting for 93% of the Index's gains.
The same sectoral tailwinds were clear in the FTSE AIM All Share's fortunes.
While the Index recorded a positive total return during the period, on an
attribution basis this was entirely driven by the performance of the Metals
& Mining sectors. Despite representing only 11.8% of the AIM index by
weight, Metals & Mining contributed 102% of the positive total return.
This illustrates the concentration of gains and the extent to which
sector-specific factors benefited companies that would not typically qualify
for Venture Capital Trust investment.
Net Assets
As at 30 September 2025, the audited net assets of the Company were £194.4
million (90.3 pence per share), a decline of £5.0 million (14.4 pence per
share) over opening net assets of £199.4 million (104.7 pence per share).
There were several moving parts behind this fall, with a decrease in the value
of the investment portfolio of £1.9 million, £24.4 million of dividends
paid, a further £5.3 million returned to Shareholders through share buybacks
and operating costs of £4.5 million all contributing to the reduction in net
assets. This was partially offset by the fully subscribed Offer for
Subscription, which raised net proceeds of £24.1 million and £3.6 million
from Shareholders who participated in the Dividend Reinvestment Scheme
("DRIS"). After adding back all dividends paid, the total return in the period
was -1.8%.
Total Return
The Company generates returns and losses from both capital growth and dividend
income. For the year ended 30 September 2025, the total loss was £3.0 million
(2024: gain £0.6 million), of which there was a £4.2 million loss (2024:
£0.5 million loss) from capital and a £1.2 million gain (2024: £1.1 million
gain) from revenue. Full details of the total return can be found in the
Income Statement below. The Company's allocation of expenses is described in
Note 1 (g) on page 70 of the Annual Report.
The total net losses per share were 1.5p (2024: gains 0.3p). The total net
losses per share were made up of 2.1p loss from capital and 0.6p gain from
revenue.
Revenue Return
The income of £3.0 million (2024: £2.9 million) represents dividend income
derived from the Company's investments and interest on cash balances.
Capital Return
At the year end the investment portfolio was valued at £193.6 million (2024:
£191.6 million). The investment portfolio delivered realised gains on
disposals of £1.6 million (2024: £5.7 million) and unrealised valuation
losses on investment of £3.0 million (2024: £3.3 million). The valuation
basis of the Company's investments is described in Note 1 (d) on pages 68 and
69 of the Annual Report.
Investment Performance Review
The Company recorded a total return of -1.8% for the financial year. This
compares with a return of -1.9% for the AIC VCT AIM-Quoted Peer Group. The
Company underperformed the FTSE AIM All Share Index, which recorded a gain of
7.9%, heavily influenced by a narrow group of outperforming stocks and
sectors, most of which fall outside the remit of VCT qualifying investment.
While many investee companies delivered strong operational performance and
continued to execute effectively against their strategic growth plans, this
resilience was not consistently mirrored in share price movements. Investor
sentiment remained cautious, with solid fundamentals often overshadowed by
broader market concerns.
Despite this, the portfolio did benefit from positive contributions in certain
areas, including companies involved in M&A activity and those able to
demonstrate clear competitive advantages. These examples underscore the
importance of stock selection and portfolio discipline in delivering value
during periods of market dislocation.
At the close of the financial year, the Company held 79 active VCT qualifying
investments, with 40 of these valued at more than £500,000. More than 73% of
the qualifying businesses held by the Company continue to maintain a net cash
position on their balance sheets. A further 11 non-qualifying investments were
held in the portfolio. Investments are held across 26 different sectors.
Portfolio Activity
During the period, there were again relatively limited opportunities to deploy
capital into new investments and follow-on opportunities within existing
holdings. However, the Investment Manager is encouraged by our continued
ability to identify new and potentially highly attractive investment
prospects. Our pipeline of opportunities reflects a gradual yet steady
recovery in both the quantity and quality of potential investments available
to the Company.
Seven new VCT qualifying investments were made during the period, at a total
cost of £9.1 million. In addition, £6.6 million of capital was allocated
across ten of the existing VCT qualifying investee companies, to support their
future growth.
Several full and partial disposals were also made during the financial year.
Total proceeds from disposals of qualifying investments amounted to £8.9
million, realising an overall capital gain of £5.2 million.
The Investment Manager continued to utilise two money market funds, and the
Unicorn UK Ethical Income Fund, alongside holdings in some large, highly
liquid UK equities during the period.
These are non-qualifying investments, which continued to enable Shareholders
to benefit from the ongoing higher interest rate environment, while
maintaining a strong liquidity position to fund new qualifying investment
opportunities.
A more detailed analysis of investment activity and performance can be found
in the Investment Manager's Review below.
Dividends
The final dividend of 3.5 pence per share for the year ended 30 September 2024
was paid on 21 February 2025. In addition, a special dividend of 6.0 pence per
share was paid to Shareholders on 21 February 2025 following the takeovers of
Mattioli Woods and Keywords Studios.
An interim dividend of 3.0 pence per share, for the half year ended 31 March
2025, was paid to Shareholders on 12 August 2025.
The Board is also pleased to recommend a further final dividend of 3.5 pence
per share for the financial year ended 30 September 2025. This dividend, if
approved by Shareholders at the Company's forthcoming AGM, will be payable on
13 February 2026 to Shareholders on the register as at 5 January 2026.
Total dividends paid during the financial year ended 30 September 2025,
including special dividends, are therefore 12.5 pence per share.
Share Buybacks & Share Issues
The Board continues to believe that it is in the best interests of the Company
and its Shareholders to make market purchases of its shares from time to time.
During the period from 1 October 2024 to 30 September 2025, the Company bought
back 6,397,687 of its own Ordinary Shares for cancellation, at an average
price of 83.5 pence per share including costs. Future repurchases of shares
will continue to be made in accordance with guidelines established by the
Board and will be subject to the Company having the appropriate authorities
from Shareholders and sufficient funds available for this purpose. Share
buybacks will also be subject to the Listing Rules and any applicable law at
the relevant time. Shares bought back in the market are normally cancelled.
An Offer for Subscription was launched on 28 January 2025. The Offer was again
strongly supported and closed, fully subscribed, on 31 March 2025. The total
raised, net of all costs, was £24.1 million and resulted in the issue of 27.2
million new shares. On behalf of the Board, I would like to welcome all new
Shareholders and to thank existing Shareholders for their continued support.
As at 30 September 2025, there were 215,281,044 Ordinary Shares in issue.
New Offer
On 27 November 2025, the Company announced the intention to launch an Offer
for Subscription to raise up to £25.0 million through the issue of new
Ordinary Shares. Full details and terms and conditions of the Offer are
expected to be available in January 2026.
VCT Status
There were no changes to VCT legislation during the period under review. The
Government last introduced new legislation pertaining to Venture Capital
Trusts in November 2017. The most important of these new rules came into
effect in the 2019/2020 tax year and were designed to ensure that capital is
directed at young, developing businesses, which might otherwise find it
difficult to secure funding to finance their planned growth. One of the key
tests is the requirement for at least 80% of a Venture Capital Trust's total
assets to be invested in VCT qualifying companies. I am pleased to report
that, excluding new capital raised in Offers for Subscription within the last
three years, Unicorn AIM VCT's qualifying percentage was 90.6% of total assets
as of 30 September 2025. All other HM Revenue & Customs tests have also
been complied with during the period, and the Board has been advised by its
VCT status advisor, Philip Hare & Associates, that the Company continues
to maintain its Venture Capital Trust status. It will, of course, remain a key
priority of the Board to ensure that the Company retains this VCT status. We
welcome the government's swift action to extend the State Aid rules for
venture capital trusts until 2035.
Looking ahead, the Autumn Budget 2025 introduced several material changes to
the Venture Capital Trust framework, effective from April 2026. Most notably,
the rate of upfront income tax relief on new VCT subscriptions will reduce
from 30% to 20%. However, this adjustment was accompanied by a significant and
welcome expansion of the VCT qualifying rules applicable to investee
companies. In particular, the decision to double several existing eligibility
thresholds represents a major positive development. These enhancements will
allow VCTs to support a broader range of high-potential businesses, and to do
so over multiple growth stages. This is expected to stimulate increased demand
for VCT funding and provide more opportunities for your Company to invest.
Board Changes
As reported last year, Julian Bartlett joined the Board on 2 October 2024, and
Jeremy Hamer stepped down at the AGM on 12 February 2025.
Charlotta Ginman will not be seeking re-election at the forthcoming AGM. We
would like to take this opportunity to thank Charlotta for her invaluable
services as Senior Independent Director of the Company.
The Board will continue with its succession planning in the current year.
Annual General Meeting
I would like to take this opportunity to thank all Shareholders for their
continued support of the Company and to invite you to attend the Company's
Annual General Meeting, which is to be held on 4 February 2026. Full details
of the AGM including location, timing, and the business to be conducted, are
given in the Notice of the Meeting on pages 91 and 92 of the Annual Report.
Shareholders' views are important, and the Board therefore encourages all
Shareholders to vote on the resolutions within the Notice of Annual General
Meeting on pages 91 and 92 using the proxy form, or electronically at
https://unicorn-agm.city-proxyvoting.uk.
(https://unicorn-agm.city-proxyvoting.uk/) The Board has carefully considered
the business to be proposed at the AGM and recommends that Shareholders vote
in favour of all the resolutions being proposed.
Hasgrove Limited ("Hasgrove")
On 28 November 2025, the Directors announced that the Company, together with
other shareholders of Hasgrove, had entered into an agreement with Castik
Capital S.à r.l. ("Castik") in connection with Castik's proposed acquisition
of a majority stake in Hasgrove.
As part of the transaction, the Company, together with the former chairman and
members of the executive management team, will realise a portion of their
investment for cash and, alongside Castik, will become shareholders in a new
holding company established to acquire Hasgrove (the "Newco").
Hasgrove is currently the largest holding in the Company's portfolio and was
most recently valued at £46.7 million in the Company's Net Asset Value
("NAV") update released as at 31 October 2025. Subject to completion of the
transaction, receipt of the cash consideration and the finalisation of
valuations, the Board expects the valuation to be materially higher than that
reported as at 31 October 2025. In connection with the transaction, the
Company will conduct a fair value review of its interest in Newco and publish
an updated NAV as soon as practicable.
The Company expects to receive total net proceeds of approximately £87
million from the transaction. Of this amount, approximately £22 million is
expected to be settled through the issuance of shares in Newco, with the
remaining £65 million expected to be received in cash (in each case subject
to completion adjustments). The Board will consider whether to declare a
special dividend following completion and once final proceeds have been
received, with further details (including quantum and timing) to be announced
in due course.
The Unicorn team have delivered an excellent result in both realising
considerable cash proceeds from the investment for the Company's Shareholders
and negotiating a deal which enables the VCT to participate in the future
growth of Hasgrove.
Outlook
The investment environment continues to evolve, and while near term
uncertainties remain, there are some reasons for optimism. Inflation appears
to have plateaued and is forecast by the Bank of England to decline steadily
into 2026. Interest rates remain elevated relative to the ultra-low levels of
recent years, but market expectations are that they will continue to decline.
As macroeconomic conditions begin to stabilise, investor sentiment is showing
signs of improvement, particularly towards the UK equity market, which
continues to trade at historically attractive valuation levels relative to
global peers.
There are encouraging signs of renewed international investor interest in the
UK. A combination of depressed valuations, a more stable political outlook,
and improving corporate fundamentals has led to increased interest in listed
UK businesses, with larger companies being the initial beneficiaries. While
this has not yet translated into a broad market re-rating across small and
mid-cap companies, it reflects a growing recognition of the value and
potential embedded in many UK businesses.
The Company is well positioned to benefit from these developments. The
portfolio comprises a diversified group of businesses, many of which are well
capitalised, operationally resilient, and focused on long term value creation.
The Investment Manager continues to identify high quality investment
opportunities and maintains a disciplined approach to capital deployment.
While challenges remain, the Board is hopeful that conditions will improve.
The combination of a more supportive policy environment, renewed capital
inflows, and growing investor recognition of the UK's long-term strengths
should bode well for the future. The Company remains committed to its strategy
of backing high quality growth businesses and delivering attractive long term
returns to Shareholders.
Tim Woodcock
Chair
4 December 2025
Investment Manager's Review
Introduction
During the twelve-month period under review, the FTSE AIM All-Share Index
delivered a positive total return of 7.9%, building on a 3.9% gain recorded
over the same period last year. While it is encouraging to note further
progress in the AIM Index, performance continued to be driven by a small
number of constituents, with significant divergence in sector-level returns.
Notably, the Metals and Mining sectors alone contributed 8.9% to the overall
index return. Such companies are often not VCT qualifying and typically fall
outside the investment objectives and policy of the Company. As a result, and
reflecting its strategic focus on earlier-stage, VCT-qualifying businesses,
the Company's net asset value declined modestly by 1.8% during the period.
Although this performance was somewhat muted, the portfolio remains well
positioned to benefit from a more sustained and broad-based recovery across
the AIM market.
Across the year to 30 September 2025 the UK market moved through two distinct
phases. The opening months were shaped by stubborn core inflation, firmer gilt
yields and a rapid escalation in global trade tension. As the year progressed,
inflation stabilised, policy rates began to drift lower, and the domestic
political backdrop remained orderly. Index levels pushed on to new highs, led
by the global earners in the largest companies, while progress in the broader
market was more uneven.
Tariffs set much of the global tone. The combination of new measures and
retaliation created planning uncertainty for exporters and manufacturers,
produced sharp rotations between styles and sectors, and at times tightened
financial conditions. The service bias of the UK economy muted some of the
direct impact, yet there were clear read throughs to industrial order books,
input routes and pricing decisions. Out of that disruption have come more
durable themes. Re-industrialisation, defence, infrastructure, and automation
are drawing greater capital, and a number of UK listed businesses sit on the
right side of that shift.
Fiscal reality also came to the fore. The Chancellor's assessment of limited
headroom has framed expectations for a pragmatic mix of tighter control of
day-to-day spending, targeted revenue measures and pro-growth reform in
planning, housing and infrastructure delivery. For the domestic economy this
points to a cautious public sector alongside a clearer framework for private
investment. Companies with sensible balance sheets and pricing power are well
placed to navigate that mix, and programmes in infrastructure, defence and
productivity investment should continue to support orders.
In the UK the FTSE 100 Index continues to outperform - delivering a total
return of 17.5% during the period under review. In contrast, smaller quoted
companies posted more modest gains, with the FTSE 250 rising by 8.2% and the
FTSE AIM All-share index rising by 7.9%. Over longer time periods the
divergence in performance is even more stark. During the last five years the
FTSE 100 Index has delivered a total return of 91.6% - compared to a decline
of 11.7% by the FTSE AIM All-Share Index. Appetite for smaller, higher risk,
high growth companies remains frustratingly subdued as investors continue to
favour large, more liquid, and globally diversified businesses. One small
glimmer of hope for supporters of smaller quoted UK companies can be seen in
index returns during the second half of the year - with the FTSE AIM All-Share
Index rising by 16.1%, outperforming the 11.0% rise by the FTSE 100 Index.
Company fundamentals in our opportunity set were steadier than share prices
suggested. Many businesses protected cash generation and preserved financial
strength, while boards used buybacks where appropriate. Bid activity increased
where public ratings did not reflect private market value. Investor flows into
UK equities have not yet turned decisively, which helps to explain the
concentration of returns in larger constituents, but the direction is more
constructive than a year ago. The labour market has cooled at the margin, with
slower wage growth and a small rise in unemployment, which eases inflation
pressure as it tempers parts of domestic demand. At the level of market
plumbing, the Financial Conduct Authority's listing and prospectus reforms are
in train for implementation in 2026 and signal intent to improve London's
competitiveness and capital formation over time.
Net Asset Performance
As at 30 September 2025, the audited net assets of the Company amounted to
£194.4 million, which equates to a decline of £5.0 million during the
twelve-month period under review.
The audited Net Asset Value per Share was 90.3 pence as at 30 September 2025,
which represents a capital decline (excluding dividends paid) of 13.8% on the
closing NAV per share of104.7 pence as at 30 September 2024. After adding back
dividends paid during the financial year, the Net Asset Value ("NAV") Total
Return of the Company was -1.8%.
Net proceeds of £24.1 million were received from a fully subscribed Offer for
Subscription. However, the negative return generated by the Company's
investment portfolio, together with dividends paid out led to an overall
decline in net assets during the financial year. This decline was largely due
to the £24.4 million in dividends that were paid to Shareholders in the
period. A further £5.3 million was also returned to Shareholders by way of
share buybacks during the financial year.
The Investment Manager has always adopted a cautious approach to deploying new
capital. While total investment in AIM IPOs and AIM-listed companies remained
at a relatively low level, it is nonetheless pleasing to report that several
new VCT qualifying investments were concluded during the period. In addition,
a number of follow-on investment opportunities have also been completed. While
the short-term performance of these new VCT qualifying investments has been
mixed, the Investment Manager believes the current portfolio of investments is
particularly well-positioned to deliver meaningful long-term growth.
Performance Review
The financial year under review has been another challenging period for the
Company.
A number of investee companies suffered further declines in their share price,
which is particularly disappointing since it follows on from the significant
share price declines experienced in the prior financial year. In particular,
the Company's investments in early-stage, scale-up businesses, including those
in the Life Sciences, Technology and Pharmaceutical sectors, which typically
require multiple funding rounds, were disproportionately affected by the
difficult market conditions.
By contrast, the more established, profitable and cash generative businesses
in the portfolio generally delivered positive total returns.
As a reminder, the Investment Manager is required by prevailing VCT
legislation to ensure that capital is deployed in early-stage, scale-up
businesses. Clearly, investment in immature businesses carries a high degree
of risk. We therefore anticipate continuing divergence of returns from within
the portfolio of investee companies.
Over the past two decades however, many of the Company's longer-standing
investments have developed into established, sustainably profitable,
cash-generative businesses and, in the course of this development, have also
generated substantial capital gains. We remain confident that this trend will
continue.
The investment portfolio remains diversified both by number of holdings and by
sector exposure. At the financial year end, the Company held investments in 79
active VCT qualifying companies and 11 non-qualifying investments. These
investments are spread across 26 different sectors.
A review of the ten most meaningful contributors to performance from VCT
qualifying investments (both positive and negative) follows:-
Largest Contributors:
Hasgrove (24.0% of net assets, +£6.4 million) is an unquoted holding company,
which owns an operating subsidiary called Interact. Interact is a fast-growing
global provider of corporate intranet solutions that operates a
Software-as-a-Service (SaaS) business model. The outlook for the company
remains encouraging, with an expanding customer base, and robust sales
pipeline supported by the company's strong financial position. Year-to-date
performance shows further strong revenue growth, delivering attractive EBITDA
margins. In addition to strong growth in Annual Recurring Revenues existing
customers also continued to perform well, with Net Revenue Retention improving
to 103.5%. The valuation of the company, based on a peer group multiple
approach, increased during the period, reflecting the continued strong
financial performance. Further details on the possible developments in this
company are given in the Chair's Statement above.
Cohort (8.1% of net assets +£5.7 million) is a holding company comprised of
wholly owned subsidiaries that deliver advanced technology solutions to
defence and security clients. These businesses operate across domains
including electro-optical systems, communications, and surveillance, with
applications spanning land, sea & air. In addition to defence, Cohort also
serves civil sectors such as transport and oil & gas. In their full year
results for the period ending 30 April 2025, Cohort achieved record revenues
of £270 million - a 33% increase from the previous year. Adjusted operating
profit rose by 30% to £27.5 million, with earnings per share up 27% to 54.4p.
The company maintained its progressive dividend policy, increasing the total
dividend by 10% to 16.3p. The order book of £616.4 million provides good
visibility on future revenues. Strategic highlights included the acquisition
of EM Solutions and the divestment of SEA's transport division. The group
remains confident in its outlook, supported by robust demand and geopolitical
tailwinds.
Anpario (4.7% of net assets, +£2.9 million) is an independent UK-based
manufacturer and distributor of natural feed additives that enhance animal
health, nutrition and biosecurity across global agricultural and aquaculture
markets. Anpario delivered a robust financial performance for the first six
months ending 30 June 2025, with revenue rising 34% to £22.7 million and
gross profit increasing 45% to £11.7 million. Adjusted EBITDA grew 53% to
£4.1 million, with profit before tax rising 62% to £3.4 million. Diluted
adjusted EPS rose 43% to 16.01p, and the interim dividend was raised by 11% to
3.60p. Strong sales across the Americas, Asia, and Europe were supported by
the successful integration of Bio-Vet Inc. The company's shift towards
higher-value product groups and direct sales models contributed to structural
margin improvements. With a cash balance of £11.1 million and continued
investment in innovation, Anpario remains confident in meeting full-year
expectations, underpinned by product development, geographic diversification,
and a resilient business model.
The Property Franchise Group ("TPFG") (3.9% of net assets, +£2.3 million) is
the UK's largest multi-brand estate agency franchisor, offering lettings,
sales, and financial services through a network of over 1,900 outlets. The
company reported record half-year results for the period ending 30 June 2025,
with revenue up 50% to £40.3 million and strong growth across franchising,
financial services, and licensing. The successful integration of two portfolio
acquisitions expanded the managed portfolio to 153,000 properties, reinforcing
TPFG's position as the UK's largest property franchisor. Operational
synergies, AI-driven initiatives, and a resilient lettings base underpin
confidence in full year expectations.
Avingtrans (4.3% of net assets, +£1.4 million) is a UK-based international
engineering group that designs, manufactures, and services highly engineered
components and systems for the energy, medical, and infrastructure sectors.
The company executes its strategy of acquiring, developing, and exiting niche
businesses in regulated markets through two divisions - Advanced Engineering
Systems ("AES") and Medical & Industrial Imaging divisions. In the year
ending 31 May 2025, Avingtrans reported record revenue of £156.4 million, up
14.5% year-on-year, and adjusted EBITDA of £16.7 million, exceeding market
expectations. The AES division led growth, driven by demand across data
centres, electric transport, and nuclear. Strategic contract wins and a strong
order book continue to support confidence in the outlook.
Fusion Antibodies (0.6% of net assets, +£0.8 million) is a specialist
contract research organisation ("CRO"). The company is focused on the
discovery, engineering, and supply of pre-clinical biologics - providing
advanced antibody development services for therapeutic and diagnostic use
across the global pharmaceutical, biotechnology, and life sciences industries.
For the financial year ending 31 March 2025, the company reported a 73%
year-on-year increase in revenues to £1.97 million, driven by growth across
both therapeutic and diagnostic segments. Recent developments include a £1.17
million equity placing to support commercial expansion and R&D,
particularly for its OptiMAL® platform, which demonstrated strong binding
results in collaboration with the U.S. National Cancer Institute. Fusion also
secured an additional £1 million in non-dilutive funding via a grant from the
FMI consortium. Strategic diversification into diagnostics and veterinary
markets continues to support resilience and long-term growth despite broader
economic challenges.
Ilika (0.7% of net assets, +£0.7 million) is a UK-based pioneer in
solid-state battery technology, developing and licensing advanced energy
storage solutions for MedTech, Industrial IoT, and electric vehicle
applications. The company reported revenues of £1.1 million for the financial
period ending 30 April 2025, down from £2.6 million the previous year due to
the wind-down of grant-funded projects. The company continued to advance its
two core product lines: Stereax®, targeting miniature medical devices, and
Goliath™, aimed at electric vehicles and consumer appliances. Stereax
manufacturing was successfully transferred to Cirtec Medical in the US, with
commercial deliveries expected in 2025. Although Ilika reported an EBITDA loss
of £5.2 million, it maintained a solid cash position of £8.0 million and
successfully raised an additional £4.2 million to advance its development
initiatives. The company's asset-light licensing strategy, coupled with
increasing commercial engagement, underpins its significant growth potential.
Windar Photonics (0.9% of net assets, +£0.6 million) is a UK-based developer
of LiDAR wind sensor systems that enhance wind turbine efficiency and reduce
mechanical stress. For the six months ending 30 June 2025, the company
achieved an 18% increase in revenue, reaching €2.7 million, driven by growth
in software sales and improved gross margins. Despite incurring an EBITDA loss
of €0.2 million due to strategic marketing investment, the company
maintained a strong cash position of €6.0 million. The company continues to
grow its market presence, with its optimisation solution now deployed on over
20% of Vestas V82 turbines in North America. Windar has also significantly
increased production capacity with a new facility in Copenhagen. The company
is well placed to deliver further growth and recurring revenue expansion.
Phynova Group (0.4% of net assets, +£0.6 million) is a private UK-based life
sciences company, specialising in clinically validated, plant-derived health
ingredients, notably Reducose®, used globally to manage postprandial blood
glucose levels. The company continues to produce strong financial and
strategic progress, delivering impressive growth in revenue and EBITDA. The
cash balance also remains healthy, increasing to £2.4 million and the outlook
and momentum in the business remains highly positive.
Concurrent Technologies (0.6% of net assets, +£0.5 million) is a leading
developer and manufacturer of high-performance embedded computing solutions.
The company specialises in ruggedised single board computers and system-level
products designed for demanding applications across defence, aerospace,
telecommunications, scientific, and industrial sectors. The company delivered
a record first-half performance over the financial period ending 30 June 2025,
with revenue rising 26% to £21.1 million and profit before tax increasing 17%
to £2.7 million. Strategic investments in R&D, ERP systems, and expanded
facilities lay the foundation for future growth. The Products division
achieved £17.9 million in revenue, while the Systems unit scaled to £3.2
million. Strategic contract wins included a £4.0 million UK defence contract
and a £3.4 million order from the US. Investment in R&D, ERP systems, and
expanded facilities underpins future growth ambitions. Management remains
confident in the near-term outlook, driven by innovation, strong global
partnerships, and resilient market demand.
Largest Detractors:
Maxcyte (1.5% of net assets, -£4.3 million) is a leading biotechnology
business, which has developed a technology platform to enable the precision
engineering of human cells for a wide range of therapeutic applications.
Prominent drug developers and academic institutions already utilise MaxCyte's
unique technology to pioneer new cell therapies targeting cancer and other
rare genetic diseases. The company demonstrated resilience in the first half
of 2025 despite a challenging market environment. While total revenue declined
13% year-on-year to $18.9 million for the financial period ending 30 June
2025, the company maintained momentum in its core business, with processing
assemblies and instrument sales growing 9% and 22% respectively. Although
Strategic Platform License ("SPL") revenue softened due to customer
reprioritisation, MaxCyte added three new SPL clients, reinforcing its
long-term commercial pipeline. The acquisition of SeQure Dx expanded its
capabilities in gene editing, and cost optimisation efforts, including reduced
sales and marketing spend, were implemented to preserve cash.
Aurrigo International (1.8% of net assets, -£2.7 million) is a leading
provider of highly specialised autonomous transport solutions, which are
predominately aimed at the aviation ground handling industry. Aurrigo's patent
protected autonomous vehicles promise more efficient baggage transportation to
and from aircraft, thereby reducing labour reliance and minimising the
frequency and severity of accidents. Aurrigo delivered mixed financial results
for the first six months ending 30 June 2025, with revenue declining slightly
to £3.5 million down from £3.9 million year-on-year, primarily due to
softness in the Automotive division linked to US tariff disruptions. However,
the Autonomous division grew 41% year-on-year to £1.1 million, reflecting
strong commercial traction and strategic progress. Gross margin improved to
42.3%, up from 35%, driven by a favourable sales mix. While the adjusted
EBITDA loss widened to £1.6 million, the company remains well-capitalised
following a successful £14.1 million fundraise. Operational highlights
included the launch of Auto-Cargo® with UPS, a strategic partnership with
Swissport, and formal approval from Schiphol Group for its Auto-DollyTug® and
Auto-Sim® platforms. With a strong balance sheet, expanding commercial
pipeline alongisde increasing global recognition, Aurrigo is well-positioned
to scale its autonomous technology offerings and deliver long-term value
despite near-term challenges in its automotive division.
Incanthera (0.1% of net assets, -£2.6 million) is a UK-based dermatology
company focused on discovering and developing targeted skin treatments.
Results for the year ended 31 March 2025 reflected a year of strategic
progress with some financial challenges. The company achieved its first
revenues from the launch of its Skin+CELL luxury skincare range in August
2025, supported by a direct-to-consumer campaign and positive early customer
feedback. Incanthera maintained tight cost controls during the period and
strengthened its cash position through a £0.5 million institutional fundraise
in June 2025. Post-year-end, the company raised an additional £3.3 million to
support inventory scale-up. Although initial financial performance was
disappointing the company successfully protected its intellectual property
during the period and demonstrated proof of concept for its formulation
technology. With further product development underway and new market channels
being explored, Incanthera enters the coming financial year with renewed
commercial momentum and a clear focus on expanding its presence in the global
skincare and therapeutic markets.
Tracsis (3.4% of net assets, -£2.3 million) is a technology and software
business with two operating divisions; rail technology and traffic and data
services. Tracsis provides automated resource scheduling software to
international transport markets which help optimise labour schedules. Other
solutions include smart ticketing and automated 'train delay repayment'
software to enhance customer experiences. The company delivered a resilient
performance in 2025, with revenue rising modestly to £81.9 million and
adjusted EBITDA holding steady at £12.6 million, despite well-flagged
headwinds in the UK rail sector. The first half was impacted by market wide
spending constraints in UK rail, a cyberattack on a major customer and
inflationary pressures in the Traffic Data & Events division. However, the
second half saw some improvement in trading, supported by growth in recurring
software and transactional revenues, and delivery of a strong Rail Technology
& Services orderbook. The company ended the year with £23.4 million in
cash, completed a £3.0 million share buyback, and secured a new £35 million
revolving credit facility to support future investment. While profitability
was flat year-on-year, Tracsis made strategic progress with digital ticketing
trials, international deployments, and multi-year contract wins, positioning
the business for long-term growth despite near-term market challenges.
Futura Medical (0.1% of net assets, -£1.8 million) is a UK-based
pharmaceutical company focused on the research, development, and
commercialisation of innovative sexual health treatments. Futura Medical is
best known for its proprietary topical formulations, such as Eroxon®, which
offer clinically proven, fast acting, and non-invasive alternatives to
conventional therapies. The company reported a challenging first six months
ending 30 June 2025, with revenue declining to £1.0 million from £7.0
million in the prior year. This was primarily due to slower-than-expected
in-market sales of Eroxon®, particularly in the U.S., where initial 2024
inventory orders continued to meet demand, suppressing replenishment sales.
Despite this, the company maintained a cash balance of £3.69 million and is
progressing development of its pipeline products, Eroxon® Intense and
WSD4000. A strategic review was launched in August to evaluate cost structures
and commercial priorities, with a cost-cutting programme now underway.
Although 2025 revenue is expected to fall materially below expectations, the
Board remains confident in the long-term value of its assets and continues to
explore strategic options, including potential partnerships and asset sales,
to enhance shareholder value.
Pulsar Group (1.2% of net assets, -£1.4 million) is a technology company
providing software-as-a-service ("SaaS") solutions for audience intelligence,
media monitoring, and communications insight, serving global consumer brands,
enterprises, marketing agencies, and public sector organisations. Pulsar
delivered a steady performance in the six months to 31 May 2025, with group
revenue stable at £30.1 million, 95% of which is recurring. Annual Recurring
Revenue (ARR) increased by £1.1 million to £60.7 million, supported by
growth across EMEA, North America, and APAC. Adjusted EBITDA rose to £3.6
million, reflecting improved operational efficiency and cost discipline,
including £1.6 million in annualised savings. While macroeconomic pressures
and regional competition, particularly in APAC, presented challenges, the
company continued to invest in AI integration and global systems alignment.
Net debt stood at £4.2 million, with the Board anticipating stronger cash
generation in the second half of 2025. Despite modest top-line growth, Pulsar
remains focused on sustainable profitability, enhanced client value, and
long-term scalability through innovation and strategic execution.
AB Dynamics (1.8% of net assets, -£1.3 million) is a UK-based global provider
of advanced automotive testing, simulation, and verification solutions,
enabling the development of safer, more efficient, and increasingly autonomous
vehicles for leading OEMs, Tier 1 suppliers, and regulatory bodies worldwide.
During the year ending 31 August 2025 revenue increased by 6.8% to £118.9
million, driven by strong first-half trading, although second-half performance
was affected by US-led trade tariffs and delays in customer orders. The
company closed the year with a strong net cash position of £41.4 million,
supporting ongoing investment in innovation and strategic acquisitions. Key
operational highlights included the acquisition of Bolab Systems and
successful delivery of automated mileage accumulation solutions to OEMs. While
cash conversion softened and foreign exchange pressures persisted, AB Dynamics
reaffirmed its medium-term ambition to double revenue and triple operating
profit. Backed by a solid order book, differentiated technology, and rising
demand for advanced automotive testing, the company remains well-positioned
for long-term growth despite near-term challenges.
Feedback (0.4% of net assets, -£1.1 million) is a UK-based clinical
infrastructure specialist focused on digital healthcare solutions that enhance
productivity and care co-ordination across the NHS. The company's strategic
direction centres on supporting NHS transformation through scalable,
interoperable technology that reduces unnecessary hospital appointments and
shortens patient wait times. For the twelve months ending 31 May 2025,
Feedback reported revenue of £0.89 million, down from £1.18 million in FY24,
reflecting the absence of non-recurring pilot contract income. The EBITDA loss
widened to £3.06 million, while operating losses reached £4.21 million,
impacted by a £3.19 million intangible impairment. However, the company
strengthened its balance sheet with a £6.1 million fundraising, ending the
year with £5.95 million in cash, providing a runway into early 2027.
Operationally, Feedback secured a £495k contract with Queen Victoria Hospital
NHS Foundation Trust and extended its CDC pilot at Northern Care Alliance. The
company also received the HSJ Partnership Award for its digital breathlessness
pathway and signed an MoU with an NHS Trust aligned to the Neighbourhood
Health model, leaving Feedback well-positioned for NHS-wide deployment.
nkoda Limited (0.1% of net assets, -£1.1 million) is a London-based private
company founded in 2015, specialising in digital sheet music solutions for
music professionals. Its flagship platform offers access to an extensive
library of scores, parts, and educational materials, enabling users to search,
annotate, and share music across devices. The company operates in the
AudioTech and EdTech verticals, monetising through subscriptions and in-app
purchases. In 2025, nkoda faced operational headwinds, with its core revenue
stream under pressure and slower-than-expected adoption of its new product,
Kordl, a music rights management system developed in partnership with
Universal Music, Concord, and Wise Music. The company's AI initiative, Aria-I,
remains in development.
Verici Dx (0.4% of net assets, -£1.0 million) is a UK-based diagnostics
company focused on developing advanced prognostic and diagnostic tests for
kidney transplant patients. Its core products include Tutivia™, a
post-transplant diagnostic for acute cellular rejection, and Protega™, a
liquid biopsy predicting fibrosis risk. The company also offers sequencing and
bioinformatics services, with collaborations spanning Thermo Fisher, One
Lambda, and FBB Biomed. In the six months to 30 June 2025, the company
reported total revenue of $1.9 million, comprising $1.2 million from
Tutivia™ and $0.7 million from Thermo Fisher licensing. Tutivia™ test
volumes rose sharply to 591, marking a 77% increase from the previous year,
with adoption in 21 transplant centres which represent approximately 10% of
the US market. The cash balance of $5.3 million at 30 September 2025,
following a successful $6.4 million fundraise, extends the financial runway
into the second half of 2026. The company has expanded its sales team and
clinical partnerships, positioning itself for future growth. With a validated
product portfolio, regulatory approvals, and established commercial
infrastructure, the company remains confident in its ability to capture a
meaningful share of the $900 million US transplant diagnostics market.
Non-Qualifying Investments
The Company's non-qualifying investments are primarily allocated to larger,
more liquid companies listed on the FTSE 350 Index and to short-term money
market funds. These holdings are designed to preserve liquidity for future
deployment into VCT-qualifying opportunities, while also generating market
exposure, income, and supporting dividend capacity. Typically held in lieu of
cash, the non-qualifying portfolio delivered in line with expectations during
the twelve-month period ended 30 September 2025, generating an average yield
of 4.8% and contributing positively to the Company's total return.
The Company continued to take advantage of elevated short-term bond yields
through its money market fund allocations. These instruments remain an
attractive, low-risk source of income while the Investment Manager assesses
and awaits suitable VCT-qualifying opportunities.
Offer for Subscription
The oversubscribed Offer for Subscription that closed in March 2025, was a
very pleasing outcome and is a humbling endorsement, in particularly
challenging times, of the Investment Manager's proven and successful long-term
approach. The new funds raised will enable the Investment Manager to continue
the established and successful strategy of selectively growing the existing
portfolio of investments by providing much needed capital to emerging
'scale-up' businesses. The deployment of capital into new investment
opportunities will continue to be rigorously controlled, especially in view of
the difficult investment landscape.
Investment Activity
In terms of investment activity, the number of companies raising money on AIM
remained at historically low levels due to the difficult market conditions.
However, the Company did participate in three Initial Public Offerings
("IPOs") for VCT qualifying companies during the financial year under review,
investing a total of £3.6 million. An additional £1.5 million was invested
in two companies which were already listed on AIM or Aquis exchange, but which
were new to the Company's portfolio.
The Company also benefited from an exciting pipeline of unlisted VCT
qualifying investment opportunities during the financial year and successfully
participated in funding rounds for two privately held companies; Warwick
Acoustics and ORCA Computing Holdings, investing £2.0 million in each of
these unquoted, qualifying companies.
The Company also provided follow-on funding for several qualifying companies
in which we already held an equity stake and was designed to provide
additional capital to enable them to accelerate their development plans. A
total of £6.6 million was invested in these follow-on funding rounds, across
ten qualifying companies already held in the portfolio.
As highlighted in the table below, the VCT qualifying investments made during
the financial year have delivered mixed initial returns, which highlights the
difficult market conditions for small, early-stage AIM-listed businesses. The
standout performer in a positive sense, was our investment in Windar
Photonics, which has generated a short-term unrealised gain of +52.5%.
Value at 30 September 2025
VCT Cost £ Profit/(loss) Return
Trade Date Q/ NQ £ £ %
NEW INVESTEE COMPANIES
Good Life Plus 4 October 2024 Q 1,500,000 1,110,000 (390,000) (26.0)
IXICO 28 October 2024 Q 340,670 466,180 125,510 36.8
Windar Photonics 5 December 2024 Q 1,170,000 1,784,250 614,250 52.5
RC Fornax 5 February 2025 Q 1,301,993 480,736 (821,257) (63.1)
Quantum Base 4 April 2025 Q 750,000 714,286 (35,714) (4.8)
Warwick Acoustics 30 April 2025 Q 2,000,000 1,800,000 (200,000) (10.0)
ORCA Computing Holdings Ltd 10% CLN 7 August 2025 Q 1,800,000 1,800,000 - -
ORCA Computing Holdings Ltd - A Ord shares 7 August 2025 Q 199,979 199,979 - -
Total 9,062,642 8,355,431 (707,211) (7.8)
FOLLOW ON INVESTMENTS
Renalytix 9 October 2024 Q 1,600,000 1,688,889 88,889 5.6
Equipmake Holdings 4 November 2024 Q 1,000,000 666,667 (333,333) (33.3)
Feedback 29 November 2024 Q 900,000 472,500 (427,500) (47.5)
SulNOx 11 December 2024 Q 150,000 105,714 (44,286) (29.5)
Aurrigo International 17 December 2024 Q 400,000 363,636 (36,364) (9.1)
Gelion 24 December 2024 Q 272,000 362,667 90,667 33.3
Oxford Biodynamics 6 February 2025 Q 600,000 540 (599,460) (99.9)
Oberon Investments 18 February 2025 Q 274,692 238,066 (36,626) (13.3)
EDX Medical 26 March 2025 Q 300,000 235,714 (64,286) (21.4)
Verici DX 24 July 2025 Q 496,343 645,246 148,903 30.0
Renalytix 26 September 2025 Q 650,000 650,000 - -
Total 6,643,035 5,429,639 (1,213.396) (18.3)
A further follow-on investment of £1.0 million in Good Life Plus was made on
29 October 2025.
While the initial performance of the new investments has largely been
disappointing, the Investment Manager believes that each of these companies
has the potential to generate a significant contribution to long-term capital
growth.
As a reminder, the Investment Manager is required, by virtue of the strict
investment rules surrounding Venture Capital Trusts, to invest in businesses
that are typically at an early stage in their development. These rules do
however increase the risk of incurring capital losses, especially given that
progress toward sustainable profitability is rarely straightforward. In
testing macro-economic conditions, such as those currently being experienced,
it is therefore unsurprising that some of the investments made in recent
years, have struggled to perform in share price terms.
Unquoted Investments
In line with the Company's investment policy, Unicorn AIM VCT plc has
consistently taken advantage of its ability to invest in select opportunities
in unquoted companies. These investments provide additional diversification
for Shareholders, may allow the Company to initiate positions in businesses
ahead of a potential listing, and offer exposure to compelling opportunities
sourced through the Investment Manager's well-established network of
professional advisers and sector specialists.
Long-standing Shareholders will be familiar with the value this strategy has
delivered over time. The most notable recent realisation was interactive
investor ("ii"), originally invested in during 2013 and sold in the 2021/22
financial year, delivering a return of 16.0x cost (proceeds of £55.1
million). This outcome underscores the meaningful contribution that unquoted
holdings can make to long-term Shareholder returns.
While the investment process for VCT-qualifying unquoted companies shares many
similarities with that for AIM-quoted businesses, unquoted holdings can
present unique challenges-particularly in relation to valuation, due to the
absence of a readily observable market price.
All unquoted investments held by Unicorn AIM VCT plc are valued in accordance
with IFRS 13 'Fair Value Measurement' and the International Private Equity and
Venture Capital Valuation Guidelines ("IPEV Guidelines"). Valuations are
reviewed quarterly and are determined by the independent Directors of the
Company, in consultation with the Investment Manager, at formal valuation
meetings. For the financial year 2024/25, the Board has sought to enhance
transparency by providing greater disclosure on the valuation methodologies
applied to the Company's largest unquoted holdings.
Valuation approaches vary depending on the investee company's maturity,
financial performance, and the availability of relevant listed comparators.
Commonly applied methodologies include earnings or revenue multiples,
discounted cash flow ("DCF") analysis, net asset value ("NAV") assessments,
and calibration to the most recent arm's-length third-party transaction.
Set out below are the three largest unquoted investments held by the Company,
along with a summary of the valuation methodology applied:
Hasgrove
Current Valuation: £46.7 million
Valuation Methodology: Hasgrove is valued on an Enterprise Value to EBITDA
multiple basis, reflecting the maturity, profitability, and strong recurring
revenue profile of its operating subsidiary, Interact. As a
Software-as-a-Service ("SaaS") business, a peer group of listed software
companies is used for benchmarking. Forecast EBITDA is applied to the peer
group multiple, with an appropriate liquidity discount to reflect its private
status. Given the investment's materiality within the portfolio, a secondary
valuation cross-check using Enterprise Value to Annual Recurring Revenue
("EV/ARR") is also undertaken to corroborate the output of the primary
methodology and provide an added layer of assurance.
ORCA Computing
Current Valuation: £2.0 million
Valuation Methodology: The valuation is based on the price of the most recent
third-party funding round, which took place in August 2025, shortly after the
Company's investment. ORCA is an early-stage business operating in the quantum
computing sector. As the company matures and financial metrics become more
meaningful, future valuations may incorporate alternative methodologies such
as earnings multiples or be revised in light of further funding rounds or
corporate developments.
Warwick Acoustics
Current Valuation: £1.8 million
Valuation Methodology: The valuation is based on the discounted price of the
most recent third-party funding round. Typically, a transaction price from a
recent corporate action is used as the basis for the following quarter's
valuation and may continue to subsequent periods in the absence of material
developments. Adjustments may be applied by the Board where there is credible
evidence of a change-positive or negative-in trading outlook or operational
performance.
Realisations
In aggregate, £2.1 million was raised from the partial disposal of VCT
qualifying shares during the period realising an aggregate gain on book cost
of £1.7 million. A further £6.2 million was received in net proceeds from
three VCT qualifying investments, which were fully disposed of because of
M&A activity. These corporate exits realised an aggregate gain on book
cost of £2.9 million. In addition, a total of £0.6 million was received from
the liquidation and earn out proceeds of two VCT qualifying companies, which
had been written down to zero, therefore realising a gain of £0.6 million.
The largest corporate exit was Keywords Studios, generating net proceeds of
£6.0 million and a realised capital gain on remaining book cost of £5.7
million. Other corporate takeovers of VCT qualifying investments, which
completed during the twelve-month period included Kingswood Holdings and
Syndicate Room Group. In aggregate, these two additional exits generated net
proceeds of £0.2 million and realised a capital loss of £2.8 million on book
cost.
Partial and full disposals of shares held in non-qualifying companies
(excluding monies held in money-market funds for liquidity management
purposes) generated aggregate net proceeds of £4.9 million and realised a
capital gain on book cost of £0.5 million.
Outlook
The starting point for the new financial year is more favourable than it has
been for some time. Inflation is lower, the path for interest rates is clearer
and credit availability for good quality issuers remains sound. If investor
flows even modestly normalise, the unusually wide valuation gap in small and
mid-sized companies has scope to narrow at pace.
Tariffs will continue to create bouts of volatility, but experience through
the year suggests that companies adapt. Diversified sourcing, greater use of
automation and firm control of pricing and costs are already visible
responses. Areas tied to re-industrialisation, defence, infrastructure
investment and productivity should see sustained demand.
Fiscal policy is likely to remain steady and predictable, with an emphasis on
credibility and practical measures that help unlock private investment in
planning, housing and infrastructure. Combined with expected lower interest
rates, the operating backdrop for the next couple of years looks more
supportive than it has been.
A stabilisation in fund flows would broaden participation and improve price
discovery in smaller quoted AIM companies. The FCA's listing and prospectus
changes are a signal of intent rather than an immediate driver, but they
should support capital formation over time. Meanwhile, take private activity
and disciplined buybacks are already addressing clear valuation gaps.
Our approach is unchanged. We back well managed, financially robust companies
with durable competitive advantages and clear capital allocation disciplines.
Short periods of volatility are possible, but starting valuations, an
improving monetary backdrop and active corporate buyers tilt the balance of
risks in favour of patient investors in UK equities.
A sustained recovery in the AIM Initial Public Offering ("IPO") market is
taking longer than previously expected. However, VCT qualifying pipeline
opportunities, including follow-ons, remain satisfactory in terms of both
quantity and quality. As a reminder, the Investment Manager's approach to
raising new capital through Offers for Subscription has always been prudent.
This cautious approach will remain in place, thereby allowing us to maintain a
selective approach when considering new VCT qualifying investment
opportunities.
We remain confident in the potential for significant capital growth from the
existing investment portfolio over the longer term and are cautiously
optimistic about prospects for an improvement in investor sentiment during the
current financial year.
Unicorn Asset Management Limited
4 December 2025
The Company and its Business Model
The Company is registered in England and Wales as a Public Limited Company
(registration number 04266437) and is approved as a Venture Capital Trust
("VCT") under section 274 of the Income Tax Act 2007 (the "ITA"). In common
with many other VCTs, the Company revoked its status as an investment company
as defined in section 266 of the Companies Act 1985 on 17 August 2004, to make
it possible to pay dividends from capital. A summary of the VCT regulations is
shown on page 89 of the Annual Report.
The Company's shares are listed on the London Stock Exchange main market under
the code UAV and ISIN GB00B1RTFN43.
The Company is an externally managed fund with a Board currently comprising
four non-executive Directors. Investment management and operational support
are outsourced to external service providers, with the strategic and
operational framework and key policies set and monitored by the Board as
described in the diagram on page 27 of the Annual Report. Further information
on the service providers is outlined in the Corporate Governance Statement on
pages 51 and 52 of the Annual Report.
The Board has overall responsibility for the Company's affairs including the
determination of its investment policy. Risk is spread by investing in a
number of different businesses across different industry sectors. The
Investment Manager is responsible for managing sector and stock specific risk
and the Board does not impose formal limits in respect of such exposures.
However, in order to maintain compliance with HMRC rules and to ensure that an
appropriate spread of investment risk is achieved, the Board receives and
reviews comprehensive reports from the Investment Manager on a monthly basis.
When the Investment Manager proposes to make any investment in unlisted
securities, the prior approval of the Board is required.
A summary of the relationship between the Board, the Company's Shareholders
and the external service providers is depicted on page 27 of the Annual
Report.
The Board's Strategy
Investment Objective
The Company's investment objective is to provide Shareholders with an
attractive return from a diversified portfolio of investments, predominantly
in the shares of AIM quoted companies, by maintaining a steady flow of
dividend distributions to Shareholders from the income as well as capital
gains generated by the portfolio.
It is also the objective that the Company should continue to qualify as a
Venture Capital Trust, so that Shareholders benefit from the taxation
advantages that this brings. To achieve this at least 80% for accounting
periods commencing after 6 April 2019 of the Company's total assets are to be
invested in qualifying investments of which 70% by VCT value must be in
ordinary shares which carry no preferential rights (save as permitted under
VCT rules) to dividends or return of capital and no rights to redemption.
Investment Policy
In order to achieve the Company's investment objective, the Board has agreed
an investment policy which requires the Investment Manager to identify and
invest in a diversified portfolio, predominantly of VCT qualifying companies
quoted on AIM that display a majority of the following characteristics:
· experienced and well-motivated management;
· products and services supplying growing markets;
· sound operational and financial controls; and
· potential for good cash generation, in due course, to finance ongoing
development and support for a progressive dividend policy.
Asset allocation and risk diversification policies, including maximum
exposures, are to an extent governed by prevailing VCT legislation. No single
holding may represent more than 15% (by VCT value) of the Company's total
investments and cash, at the date of investment.
There are a number of VCT conditions which need to be met by the Company which
may change from time to time. The Investment Manager will seek to make
qualifying investments in accordance with such requirements.
Asset mix
Where capital is available for investment while awaiting suitable VCT
qualifying opportunities or is in excess of the 80% VCT qualification
threshold for accounting periods commencing after 6 April 2019 it may be held
in cash or invested in money market funds, collective investment vehicles or
non-qualifying shares and securities of fully listed companies registered in
the UK.
Borrowing
To date the Company has operated without recourse to borrowing. The Board may,
however, consider the possibility of introducing modest levels of gearing up
to a maximum of 10% of the adjusted capital and reserves, should circumstances
suggest that such action is in the interests of Shareholders.
The effect of any borrowing is discussed further on page 42 of the Annual
Report under "AIFMD".
Key Policies
The Board sets the Company's policies and objectives and ensures that its
obligations to Shareholders are met. Besides the Investment Policy already
referred to, the other key policies set by the Board are outlined below.
Dividend policy
The Board remains committed to a policy of maintaining a steady flow of
dividend distributions to Shareholders from the income and capital gains
generated by the portfolio.
The Company has paid several special dividends to Shareholders since 2022 from
the proceeds on disposal of qualifying holdings. The Board will consider
special dividends as a means of distributing gains on significant
realisations.
The ability to pay dividends and the amount of such dividends is at the
Board's discretion and is influenced by the performance of the Company's
investments, available distributable reserves and cash, as well as the need to
retain funds for further investment and payment of ongoing fees and expenses.
Details of the Company's Dividend Reinvestment Scheme are outlined on page 86
of the Annual Report.
Share buybacks and discount policy
The Board believes that it is in the best interests of the Company and its
Shareholders to make market purchases of its shares from time to time.
There are three main advantages to be gained from maintaining a flexible
approach to share buybacks; namely:
1. Regular share buybacks provide a reliable mechanism through which
Shareholders can realise their investment in the Company, rather than being
reliant on a very limited secondary market.
2. Share buybacks, when carried out at a discount to underlying net assets,
modestly enhance NAV per share for continuing Shareholders.
3. Implementing share buybacks on a regular basis helps to manage the
discount to NAV.
The Board decides the level of discount to NAV at which shares will be bought
back and keeps this under regular review. The Board seeks to maintain a
balance between the interests of those wishing to sell their shares and
continuing Shareholders.
The Company has continued to buy back shares for cancellation at various
points throughout the financial year in accordance with the above policy.
Details of the shares purchased for cancellation are shown on page 77 of the
Annual Report. At the financial year end, the Company's shares were quoted at
a mid-price of 76.50 pence per share representing a discount to NAV per share
of 15.3%.
The Board intends to continue with the above buyback policy. Any future
repurchases will be made in accordance with guidelines established by the
Board from time to time and will be subject to the Company having the
appropriate authorities from Shareholders and sufficient funds available for
this purpose. Share buybacks will also be subject to prevailing market
conditions, Market Abuse Rules and any other applicable law at the relevant
time. Shares bought back are cancelled.
Principal and Emerging Risks
The Directors have carried out a robust review of the principal and emerging
risks faced by the Company as part of its internal controls process, as
outlined below. Note 17 to the Financial Statements on page 79 to 85 of the
Annual Report also provides information on the Company's financial risk
management objectives and exposure to risks. The Directors process for
monitoring these risks is shown below.
During the year the Board has reviewed in detail its approach to risk. It has
sought to identify new and emerging risks alongside the principal risks faced
by the Company and the mitigating steps being taken by both the Board and the
Company's service providers to reduce the impact of each risk. The results
have been summarised in a heat map and are reviewed for sensitivity quarterly.
During the review with the key service providers evidence was requested of the
mitigating actions being taken and on which the Board is relying.
Risk Risk Appetite Possible consequence How the Board monitors and mitigates risk Movement in risk during the year
1. Investment and strategic risk Investment - High Unsuitable investment strategy or investment selection could lead to poor Regular review of investment strategy by the Board. Monitoring of the
returns to Shareholders. performance of the investment portfolio on a regular basis.
All purchases or sales of unquoted investments require prior investment
Strategy authorisation from the Board.
- Low but rising
No change
2. Regulatory and tax risk Low The Company is required to comply with the Companies Act 2006, ITA, AIFMD (as Regulatory and legislative developments are kept under close review by the
applicable to small, registered UK AIFMs), FCA Listing Rules and UK Accounting Board, the Investment Manager, Company Secretary and Administrator.
Standards. Breaching these rules may result in a public censure, suspension
from the Official List and/or financial penalties. There is a risk that the The Company's VCT qualifying status is continually reviewed by the Investment
Company may lose its VCT status under the ITA. Should this occur, Shareholders Manager and Administrator.
may lose any upfront income tax relief they received and be taxed on any
future dividends paid and capital gains if they dispose of their shares. Philip Hare and Associates LLP has been retained by the Board to undertake a
bi-annual independent VCT status monitoring role.
No change
3. Operational risk Low The Company has no employees and is therefore reliant on third party service Internal control reports are provided by service providers on an annual basis.
providers. Failure of the systems at third party service providers could lead
to inaccurate reporting or monitoring. Inadequate controls could lead to the The Board considers the performance of the service providers annually and
misappropriation of assets. monitors activity at each meeting.
The Board discusses succession planning with its key service providers.
No change
4. Fraud, dishonesty and cyber risks Low Fraud involving Company assets may occur, perpetrated by a third party, the Internal control reports are provided by service providers on a regular basis.
Investment Manager or other service provider.
The Administrator is independent of the Investment Manager.
Cyber-attacks on the Company could lead to financial loss and impact the
Company's reputation. The Company minimises as far as practical the amount of personal data held by
service providers and the Board.
All service providers use third party professionals to review cyber security
exposure and act on any material recommendations made.
No change
5. Financial Instrument risks Medium The main risks arising from the Company's financial instruments are from The Board regularly reviews and agrees policies for managing these risks and
fluctuations in their market prices, interest rates, credit risk and liquidity further details can be found in Note 17 on pages 79 to 85 of the Annual
risk. Report.
No change
6. Economic and political risks High Events such as recession, inflation or deflation, movements in interest rates While no single policy can obviate such risks, the Company invests in a
and technological change can affect trading conditions and consequently the diversified portfolio of companies, whilst seeking to maintain adequate
value of the Company's investments. liquidity.
Other geopolitical issues may affect the Company's performance at both macro The Board liaises with the Investment Manager to obtain an understanding of
and micro economic level. the impact on the investee companies.
No change
Russia's continuing war with Ukraine and the current situation in the Middle The Investment Manager reviews the impact of staff availability, raw materials
East could adversely affect investee companies. availability, energy supply and inflationary impact on portfolio companies.
7. Black Swan events High Events such as pandemics could adversely affect investee companies and /or The Board liaises with the Investment Manager to obtain an understanding of
other service providers. the impact on the investee companies.
Environmental disasters may adversely affect investee companies and/or service The Investment Manager reviews the impact of staff availability, raw materials
providers. availability, energy supply and inflationary impact on portfolio companies.
No change
The Board is responsible for assessing the possibility of new and emerging
risks and, in addition to the principal risks, the Board has identified the
following emerging risks:
Emerging risks The physical impact of climate change on investee companies. Increasing the influence of ESG matters around investment decisions.
The changes to investee company business models brought about by the need to Investment Manager focus on these issues when reviewing portfolio.
reduce carbon footprints.
The increasing use of Artificial Intelligence ("AI") and its effect on the
investee companies although AI will also have positive effects on some
investee companies.
The Regulatory Environment
The Board and Investment Manager are required to consider the regulatory
environment when setting the Company's strategy and making investment
decisions. A summary of the key considerations is outlined below.
Social and community issues, employees and human rights
The Board recognises the requirement under section 14C of the Companies Act
2006 (the "Act") to provide information about social and community issues,
employees and human rights; including any policies it has in relation to these
matters and the effectiveness of these policies. As the Company has no
employees, and all Directors are non-executive, the Company has no formal
policies in respect of these matters. The Board seeks to conduct the Company's
affairs responsibly and expects the Investment Manager to consider human
rights implications when making investment decisions.
Recruitment and succession planning
As reported last year Jeremy Hamer stood down as a Director at the AGM on 12
February 2025. The Board had engaged an external recruitment agency with a
view to making an appointment and Julian Bartlett was appointed to the Board
on 2 October 2024 in advance of Jeremy's departure and became the Audit
Committee Chair when Jeremy stepped down. As reported in the Chair's Statement
above, Charlotta Ginman will not be standing for re-election at the AGM on 4
February 2026. The Company will continue to look to refresh its Board during
the year.
Diversity
The Board is aware of the requirement of the Listing Rules regarding the
composition of the Board. As disclosed on page 51 of the Annual Report the
Board does not meet the requirement to have at least one director from an
ethnic minority. Being externally managed and comprising of only four
non-executive directors there is reduced scope to fully comply with the
requirements. However, the Board will continue to consider these requirements
in any recruitment process.
Anti-bribery, corruption and tax evasion policy
The Company has a zero-tolerance approach to bribery and tax evasion. It is
the Company's policy to conduct all of its business in an honest and ethical
manner and it is committed to acting professionally, fairly and with integrity
in all its business dealings and relationships.
Directors and service providers must not promise, offer, give, request, agree
to receive or accept a financial or other advantage in return for favourable
treatment, to influence a business outcome or to gain any other business
advantage on behalf of themselves or of the Company or encourage others to do
so.
The Company has communicated its anti-bribery policy to each of its service
providers. It requires each of its service providers to have policies in place
which reflect the key principles of this policy and procedures, and which
demonstrate that they have adopted procedures of an equivalent standard to
those instituted by the Company.
Further information relating to the Company's anti-bribery policy can be found
on its website: www.unicornaimvct.co.uk. A full copy of the VCT's anti-bribery
policy and procedures can be obtained from the Company Secretary by sending an
email to: unicornaimvct@iscaadmin.co.uk (mailto:unicornaimvct@iscaadmin.co.uk)
.
Environmental and social responsibility
Full details of the Company's and Investment Manager's approach can be found
on page 33 of the Annual Report.
In relation to the Company's own practices the Company encourages electronic
communication to reduce paper usage, has withdrawn its dividend by cheque
service and the printing of the Half-Yearly Report, and has taken advantage at
times of electronic meetings. Where we are required to print Annual Reports,
we will use recycled paper and offset our carbon footprint.
Viability Statement
The Board' assessment of the ability of the Company to meet all liabilities
when due and that it can continue to operate for a period of at least twelve
months from the date of signing the Annual Report is shown in the Going
Concern Statement on page 42 of the Annual Report.
Under the UK Corporate Governance Code there is a requirement that the Board
performs a robust assessment of the Company's principal and emerging risks and
include disclosures in the Annual Report that describe the principal risks and
the procedures in place to identify emerging risks and explain how they are
being managed or mitigated. Reviews of the risks are performed at each Audit
Committee Meeting and the last review was performed in November 2025.
The Directors have considered the viability of the Company as part of their
continuing programme of monitoring risk and conclude that five years is a
reasonable time horizon to consider the continuing viability of the Company.
This is also in line with the requirement for the Company to continue in
operation so investors subscribing for new shares issued by the Company can
hold their shares for the minimum five-year period to allow them to benefit
from the tax incentives offered when those shares were issued. The last
allotment of shares under the Offer for Subscription took place in April 2025
and under the DRIS in August 2025.
The Directors consider that the Company is viable for the five-year time
horizon for the following reasons:
• At the year end the Company had a diversified investment portfolio in
addition to its VCT qualifying investments comprising: £21.4 million invested
in non-qualifying, fully listed shares which are readily realisable, a further
£14.8 million in daily dealing open ended funds, and £2.6 million in cash.
The Company therefore has sufficient immediate liquidity in the portfolio for
any near term requirements.
• The Company has undertaken a stress-testing exercise on the portfolio
and operating environment and the outcome supports the assessment of
viability.
• The Ongoing Charges ratio of the Company as calculated using the AIC
recommended methodology equates to 2.4% of net assets.
• The Board anticipates that there will continue to be suitable
qualifying investments available that will enable the Company to maintain its
operations over the five-year time horizon.
• The Company has no debt or other external funding apart from its
ordinary shares.
• The payment of dividends and buybacks are at the discretion of the
Board.
• The continuation of the State Aid regulations to 2035.
In order to maintain viability, the Company has a risk control framework as
shown above which has the objective of reducing the likelihood and impact of:
poor judgement in decision-making, risk-taking that exceeds the levels agreed
by the Board, human error, or control processes being deliberately
circumvented. These controls are reviewed by the Board on a regular basis to
ensure that controls are working as prescribed. In addition, formal reviews of
all service providers are undertaken annually and activity is monitored at
least monthly.
In its assessment of the viability of the Company, the Board has recognised
factors such as the continuation of the current State Aid regulations to 2035,
the ability of the Company to raise money from future Offers for Subscription
and there being sufficient VCT qualifying investment opportunities available.
The Directors have also considered the viability of the Company should there
be a slowdown in the economy or a correction of the markets leading to lower
dividend receipts and asset values. As stated above, Ongoing Charges equate to
2.4% of net assets of which the Investment Management fee (as reduced by the
Company's investment in Unicorn funds) equates to 2.0% of net assets up to
£200 million, 1.5% of net assets in excess of £200 million and 1% for any
assets exceeding £450 million. As these fees are based on a percentage of
assets any fall in the value of net assets will result in a corresponding fall
in the major expense of the Company.
The Directors have concluded that there is a reasonable expectation that the
Company can continue in operation over the five-year period.
Prospects
The prospects for the Company are discussed in detail in the Outlook section
of the Chair's Statement above.
For and on behalf of the Board
Tim Woodcock
Chair
4 December 2025
EXTRACT FROM DIRECTORS' REPORT
Share Capital
At the year-end there were 215,281,044 (2025: 190,437,026) Ordinary shares of
1p each in issue, none of which are held in Treasury. The issues and buybacks
of the Company's shares during the year are shown in Note 13 on page 77 of the
Annual Report. No shares have been bought back subsequent to the year end,
therefore, at the date of this announcement, the Company had 215,281,044
shares in issue. All shares are listed on the main market of the London Stock
Exchange.
Going concern
After due consideration, the Directors believe that the Company has adequate
resources for a period of at least 12 months from the date of the approval of
the Financial Statements and that it is appropriate to apply the going concern
basis in preparing the Financial Statements. As at 30 September 2025, the
Company held cash balances of £2.6 million, £21.4 million in fully listed
stocks and £14.8 million in open-ended investment funds. The majority of the
Company's investment portfolio remains invested in qualifying and
non-qualifying AIM traded equities which may be realised, subject to the need
for the Company to maintain its VCT status. The cash flow projections,
covering a period of at least twelve months from the date of approving the
Financial Statements, have been reviewed and show that the Company has access
to sufficient liquidity to meet both contracted expenditure and any
discretionary cash outflows from buybacks and dividends. In addition, as part
of the assessment of viability the Company has performed a stress testing of
the portfolio under several extreme conditions. The Company has no borrowings
and is therefore not exposed to any gearing covenants.
The full Annual Report and Accounts contains the following statement regarding
responsibility for the Financial Statements.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report and the
Financial Statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare Financial Statements for each
financial year. Under that law the Directors have elected to prepare the
Company's Financial Statements in accordance with United Kingdom Generally
Accepted Accounting Practice ("UK GAAP') (United Kingdom Accounting Standards)
and applicable law. Under company law the Directors must not approve the
Financial Statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Company and of the profit or loss for the
Company for that period.
In preparing these Financial Statements the Directors are required to:
- select suitable accounting policies and then apply them
consistently;
- make judgements and accounting estimates that are reasonable and
prudent;
- state whether they have been prepared in accordance with UK GAAP
subject to any material departures disclosed and explained in the Financial
Statements;
- prepare a Directors' Report, a Strategic Report and Directors'
Remuneration Report which comply with the requirements of the Companies Act
2006; and
- prepare the Financial Statements on the going concern basis unless
it is inappropriate to presume the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the Financial Statements comply with the Companies
Act 2006. They are also responsible for safeguarding the assets of the Company
and hence for taking reasonable steps for the prevention and detection of
fraud and other irregularities. The Directors are responsible for ensuring
that the Annual Report and accounts, taken as a whole, are fair, balanced and
understandable and provides the information necessary for Shareholders to
assess the Company's position and performance, business model and strategy.
Website publication
The Directors are responsible for ensuring the Annual Report and the Financial
Statements are made available on a website. Financial Statements are published
on the Company's website in accordance with legislation in the United Kingdom
governing the preparation and dissemination of Financial Statements, which may
vary from legislation in other jurisdictions. The maintenance and integrity of
the Company's website is the responsibility of the Directors. The Directors'
responsibility also extends to the ongoing integrity of the Financial
Statements contained therein.
Directors' responsibilities pursuant to the Disclosure Guidance and
Transparency Rule 4 of the UK Listing Authority
The Directors confirm to the best of their knowledge:
• The Financial Statements have been prepared in accordance with UK GAAP and
give a true and fair view of the assets, liabilities, financial position and
loss of the Company.
• The Annual Report includes a fair review of the development and
performance of the business and the financial position of the Company,
together with a description of the principal risks and uncertainties that it
faces.
• The Annual Report and Financial Statements, taken as a whole, are fair,
balanced and understandable and provide the information necessary for
Shareholders to assess the position and performance, business model and
strategy of the Company.
For and on behalf of the Board
Tim Woodcock
Chair
4 December 2025
NON-STATUTORY ACCOUNTS
The financial information set out below does not constitute the Company's
statutory accounts for the years ended 30 September 2025 or 30 September 2024
but is derived from those accounts. Statutory accounts for the year ended 30
September 2024 have been delivered to the Registrar of Companies and statutory
accounts for the year ended 30 September 2025 will be delivered to the
Registrar of Companies in due course. The Auditor has reported on those
accounts; their reports were (i) unqualified, (ii) did not include a reference
to any matters to which the Auditor drew attention by way of emphasis without
qualifying their report and (iii) did not contain a statement under Section
498 (2) or (3) of the Companies Act 2006. The text of the Auditor's reports
can be found in the Company's full Annual Report and Accounts at
www.unicornaimvct.co.uk (http://www.unicornaimvct.co.uk) .
PRIMARY FINANCIAL STATEMENTS
Income Statement
for the year ended 30 September 2025
Year ended Year ended
30 September 2025 30 September 2024
Notes Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Net unrealised losses on investments 6 - (3,043) (3,043) - (3,267) (3,267)
Net gains on realisation of investments 6 - 1,603 1,603 - 5,689 5,689
Income 2 2,970 - 2,970 2,910 - 2,910
Investment management fees 3 (931) (2,794) (3,725) (980) (2,940) (3,920)
Other expenses (817) (817) (787) (787)
- -
Profit /(loss) on ordinary activities before taxation 1,222 (4,234) (3,012) 1,143 (518) 625
Tax on profit/(loss) on ordinary activities - - - - - -
Profit/(loss) on ordinary activities after taxation for the financial year 1,222 (4,234) (3,012) 1,143 (518) 625
Basic and diluted earnings per share:
Ordinary Shares 5 0.60p (2.08)p (1.48)p 0.62p (0.28)p 0.34p
All revenue and capital items in the above statement derive from continuing
operations of the Company.
The total column of this statement is the Statement of Total Comprehensive
Income of the Company prepared in accordance with applicable Financial
Reporting Standards ("FRS"). The supplementary revenue return and capital
return columns are prepared in accordance with the Statement of Recommended
Practice ("AIC SORP") issued in July 2022 by the Association of Investment
Companies.
Other than revaluation movements arising on investments held at fair value
through profit or loss, there were no differences between the profit/(loss) as
stated above and at historical cost.
The notes form part of these financial statements.
Statement of Financial Position
as at 30 September 2025
30 September 2025 30 September 2024
Notes £'000 £'000 £'000 £'000
Non-current assets
Investments at fair value 6 193,578 191,643
Current assets
Debtors 438 5,388
Cash and cash equivalents 2,635 4,420
3,073 9,808
Creditors: amounts falling due within one year (2,290) (2,029)
Net current assets 783 7,779
Net assets 194,361 199,422
Capital
Called up share capital 2,153 1,904
Capital redemption reserve - 199
Share premium account - 124,570
Capital reserve 17,837 26,582
Special reserve 153,903 24,027
Profit and loss account 20,468 22,140
Equity Shareholders' funds 194,361 199,422
Net asset value per Ordinary share:
Ordinary shares 7 90.28p 104.72p
The financial statements were approved and authorised for issue by the Board
of Directors on 4 December 2025 and were signed on their behalf by:
Tim Woodcock
Chair
The notes form part of these financial statements.
Statement of Changes in Equity
for the year ended 30 September 2025
Called up share capital Capital redemption reserve Share premium account Unrealised capital reserve Profit and loss account**
Special reserve*
Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
At 1 October 2024
1,904 199 124.570 26,582 24,027 22,140 199,422
Shares repurchased and cancelled (64) 64 (5,340) (5,340)
- - -
Shares issued under Offer for Subscription 272 24,422 24,694
- - - -
Expenses of shares issued under Offer for Subscription (612) (612)
- - - - -
Proceeds from DRIS share issues 41 3,641 3,682
- - - -
Expenses of DRIS share issues - - (40) - - - (40)
Cancellation of Share premium account and Capital redemption reserve 152,244 -
- (263) (151,981) - -
Transfer from special reserve *** (4,693) 4,693
- - - - -
Gains on disposal of investments (net of transaction costs) 1.603 1.603
- - - - -
Realisation of previously unrealised valuation movements**** (5,702) 5,702
- - - - -
Net decreases in unrealised valuations in the year (3,043) (3,043)
- - - - -
Dividends paid - - - - (12,335) (12,098) (24,433)
Investment Management fee charged to capital - - - - - (2,794) (2,794)
Revenue return for the year 1,222 1,222
- - - - -
At 30 September 2025 2,153 - - 17,837 153,903 20.468 194,361
Called up share capital Capital redemption reserve Share premium account Unrealised capital reserve Profit and loss account**
Special reserve*
Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
At 1 October 2023
1,729 147 100,974 56,883 39,040 13,083 211,856
Shares repurchased and cancelled (52) 52 (4,885) (4,885)
- - -
Shares issued under Offer for Subscription 187 19,812 19,999
- - - -
Expenses of shares issued under Offer for Subscription (503) (503)
- - - - -
Proceeds from DRIS share issues 40 4,325 4,365
- - - -
Expenses of DRIS share issues - - (38) - - - (38)
Transfer from special reserve *** (4,077) 4,077
- - - - -
Gains on disposal of investments (net of transaction costs) 5,689 5,689
- - - - -
Realisation of previously unrealised valuation movements**** (27,034) 27,034
- - - - -
Net decreases in unrealised valuations in the year (3,267) (3,267)
- - - - -
Dividends paid - - - - (6,051) (25,946) (31,997)
Investment Management fee charged to capital - - - - - (2,940) (2,940)
Revenue return for the year 1,143 1,143
- - - - -
At 30 September 2024
1,904 199 124.570 26,582 24,027 22,140 199,422
* The special reserve and profit and loss account are distributable to
Shareholders. The special reserve was created by the cancellation of the Share
premium account and Capital redemption reserve in March 2019. In addition, on
30 September 2025, the court approved the further cancellation of the Share
premium account and Capital redemption reserve.
** The profit and loss account consists of the Revenue reserve of £1.5
million and the realised capital reserve of £19.0 million.
*** Transfer of realised losses in accordance with accounting policy f(iii) on
page 69 of the Annual Report.
**** Transfer of previously unrealised valuation movements on investments sold
in the year.
The notes form part of these financial statements.
Statement of Cash Flows
for the year ended 30 September 2025
30 September 2025 30 September 2024
Notes £'000 £'000 £'000 £'000
Operating activities
Investment income received 2,921 3,188
Investment management fees paid (3,747) (3,974)
Other cash payments (823) (883)
Net cash outflow from operating activities (1,649) (1,669)
Investing activities
Purchase of investments (43,706) (65,905)
Sale of investments 45,338 79,305
Net cash inflow/(outflow) from investing activities 1,632 13,400
Net cash (outflow)/inflow before financing (17) 11,731
Financing
Dividends paid 4 (20,751) (27,641)
Unclaimed dividends returned 281 400
Shares issued under Offer for Subscription (net of transaction costs) 24,082 19,496
Expenses of DRIS share issues (40) (38)
Shares repurchased for cancellation (5,340) (4,885)
Net cash outflow from financing (1,768) (12,668)
Net decrease in cash and cash equivalents (1,785) (937)
Cash and cash equivalents at 30 September 2024 4,420 5,357
Cash and cash equivalents at 30 September 2025 2,635 4,420
The notes form part of these financial statements.
Notes to the Financial Statements
for the year ended 30 September 2025
1 Accounting policies
A summary of the principal accounting policies, all of which have been applied
consistently throughout the year, is set out on pages 68 to 70 of the Annual
Report.
a) Basis of accounting
The Financial Statements have been prepared under FRS 102 and the SORP issued
by the Association of Investment Companies in July 2022.
In accordance with the requirements of FRS 102, 14.4B, those undertakings in
which the Company holds more than 20% of the equity as part of an investment
portfolio are not accounted for using the equity method. In these
circumstances the investment is measured at "fair value through profit or
loss". The Company is exempt from preparing consolidated accounts under the
investment entities exemption as permitted by FRS 102.
The Financial Statements have been prepared on a going concern basis under the
historical cost convention, except for the measurement at fair value of
investments designated as fair value through profit or loss.
As a result of the Directors' decision to distribute capital profits by way of
a dividend, the Company revoked its investment company status as defined under
section 266(3) of the Companies Act 1985, on 17 August 2004.
The Directors' assessment of the Company as a going concern is given on page
42 of the Annual Report.
2 Income
2025 2024
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Income from investments:
- equities 2,032 - 2,032 1,830 - 1,830
- loan stocks 21 - 21 6 - 6
- bank interest 65 - 65 81 - 81
- Unicorn managed OEIC) 200 - 200 189 - 189
- Other OEIC and Unit Trust 652 - 652 804 - 804
Total income 2,970 - 2,970 2,910 - 2,910
Total income comprises:
Dividends 2,884 - 2,884 2,823 - 2,823
Loan stock 21 - 21 6 - 6
Interest 65 - 65 81 - 81
2,970 - 2,970 2,910 - 2,910
Income from investments comprises:
Listed UK securities 788 - 788 470 - 470
OEIC and Unit Trust 852 - 852 993 - 993
AIM and unquoted companies 1,265 - 1,265 1,366 - 1,366
2,905 - 2,905 2,829 - 2,829
3 Investment Management fees
2025 2024
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Unicorn Asset Management Limited 931 2,794 3,725 980 2,940 3,920
The management fee is calculated as follows:
Net Assets Fee from 1 January 2022
Up to £200 million 2.0% per annum as at the relevant quarter date
In excess of £200 million and up to £450 million
1.5% per annum as at the relevant quarter date
In excess of £450 million 1.0% per annum as at the relevant quarter date
At 30 September 2025, officers and employees of the Investment Manager held
1,900,460 shares in the Company.
During the year, Unicorn Asset Management Limited ("UAML") received an annual
management fee, as detailed above, of the net asset value of the Company,
excluding the value of the investments in the Unicorn OEIC.
If the Company raises further funds during a quarter the net asset value for
that quarter is reduced by an amount equal to the amount raised, net of costs,
multiplied by the percentage of days in that quarter prior to the funds being
raised. The annual management fee charged to the Company is calculated and
payable quarterly in arrears. In the year ended 30 September 2025, UAML also
earned fees of £26,000 (2024: £25,000), being OEIC management fees
calculated on the value of the Company's holdings in the OEIC on a daily
basis. This management fee is 0.75% per annum of the net asset value of the
Unicorn UK Ethical Fund OEIC.
The management fee will be subject to repayment to the extent that the annual
costs of the Company incurred in the ordinary course of business have exceeded
2.75% of the closing net assets of the Company at each year end. There was no
excess of expenses for year 2024/25 or the prior year.
4 Dividends
2025 2024
£'000 £'000
Amounts recognised as distributions to equity holders in the year:
Interim capital dividend of 3.0 pence (2024: 3.0 pence) per share for the year 6,471 5,728
ended 30 September 2025 paid on 12 August 2025
Final capital dividend of 3.1 pence (2024: 3.5 pence) per share for the year 5,864 6,051
ended 30 September 2024 paid on 21 February 2025
Final revenue dividend of 0.4 pence (2024: nil pence) per share for the year 757 -
ended 30 September 2024 paid on 21 February 2025
Special interim capital dividend of 11.7 pence per share paid on 14 February - 20,226
2024
Special capital dividend of 6.0 pence per share paid on 21 February 2025 11,350 -
Total dividends paid in the year 24,442 32,005
Unclaimed dividends returned (9) (8)
Total dividends * 24,433 31,997
* The difference between total dividends and that shown in the Cash Flow
Statement is £3,682,000 which is the amount of the dividends reinvested under
the DRIS.
The proposed final dividend is subject to approval by Shareholders at the
Annual General Meeting and has not been included as a liability in these
Financial Statements. The final dividend will consist of a 3.1 pence capital
dividend and 0.4 pence revenue dividend in order to ensure the Company does
not retain more than 15% of its income from shares and securities.
Set out below are the total income dividends payable in respect of the 2024/25
financial year, which is the basis on which the requirements of Section 274 of
the Income Tax Act 2007 are considered.
2025 2024
£'000 £'000
Profit for the year 1,222 1,143
Proposed final income dividend of 0.4 pence (2024: 0.4 pence) for the year 861 762
ended 30 September 2025
5 Basic and diluted earnings and return per share
2025 2024
Total earnings after taxation: (£'000) (3,012) 625
Basic and diluted earnings per share (Note a) (pence) (1.48) 0.34
Net revenue from ordinary activities after taxation (£'000) 1,222 1,143
Revenue earnings per share (Note b) (pence) 0.60 0.62
Total capital return (£'000) (4,234) (518)
Capital earnings per share (Note c) (pence) (2.08) (0.28)
Weighted average number of shares in issue during the year 203,957,547 183,590,913
Notes
a) Basic and diluted earnings per share is total earnings after taxation
divided by the weighted average number of shares in issue during the year.
b) Revenue earnings per share is net revenue after taxation divided revenue
off that the weighted average number of shares in issue during the year.
c) Capital earnings per share is total capital return divided by the weighted
average number of shares in issue during the year.
There are no instruments in place that will increase the number of shares in
issue in future. Accordingly, the above figures currently represent both basic
and diluted returns.
6 Investments at fair value
Fully Traded Unlisted Unlisted loan Other
2025 2024
listed on AIM shares stock Funds* Total Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Opening book cost at 30 September 2024 20,980 115,078 27,184 600 14,563 178,405 166,314
Unrealised (losses)/gains at 30 September 2024 (1,871) 1,837 27,128 - (511) 26,583 56,883
Permanent impairment in value of investments - (2,199) (11,146) - - (13,345) (15,666)
Opening valuation at 30 September 2024 19,109 114,716 43,166 600 14,052 191,643 207,531
Shares fully listed 7,208 (7,208) - - - - -
Shares delisted - (2,216) 2,216 - - - -
Purchases at cost - 10,206 3,700 1.800 28,000 43,706 66,948
Sale proceeds (2,762) (10,460) (596) - (26.520) (40,338) (85,348)
Net realised gains 396 702 596 - (84) 1,610 5,779
Movement in unrealised gains (2,585) (2,142) 2,977 (600) (693) (3,043) (3,267)
Closing valuation at 30 September 2025 21,366 103,598 52,059 1,800 14,755 193,578 191,643
Book cost at 30 September 2025 22,113 104,696 35,318 2,400 15,987 180,514 178,405
Unrealised (losses)/gains at 30 September 2025 (747) 2,928 17,488 (600) (1,232) 17,837 26,583
Permanent impairment in value of investments - (4,026) (747) - - (4,773) (13,345)
Closing valuation at 30 September 2025 21,366 103,598 52,059 1,800 14,755 193,578 191,643
* Other funds include the Unicorn Ethical Fund, the BlackRock Cash Fund and
the Royal London Short-Term Money Market Fund.
Transaction costs on the purchase and disposal of investments of £7,000 were
incurred in the year. These have not been deducted from realised gains shown
above of £1,610,000 but have been deducted in arriving at gains on
realisation of investments disclosed in the Income Statement of £1,603,000.
The shares fully listed during the year relate to the holding in MaxCyte.
The shares delisted during the year relate to Brighton Pier Group (£85,000),
LungLife AI (£408,000), Merit Group (£134,000), Oncimmune Holdings
(£191,000), Totally (£518,000) and Tribe Technology (£880,000).
Note: Permanent impairments of £13,345,000 were held in respect of losses on
investments held at the previous year end. No impairments have been provided
for in the year. The reduction in impairments of £8,572,000 relate to the
sale of Kingswood Holdings (£1,000,000) and Syndicate Room (£625,000) and
companies dissolved, Crawshaw Group (£1,539,000), Invu (£205,000), The
British Honey Company (£3,101,000) and Uvenco (£2,102,000).
Reconciliation of cash movements in investment transactions
There is no difference between the purchases above and that shown in the Cash
Flows. The difference between the sale proceeds in Note 9 and that shown in
the Cash Flows is £5,000,000 which relates to the trades for future
settlement outstanding at the prior year end.
7 Net asset value
2025 2024
Net Assets £194,361,000 £199,422,000
Number of shares in issue 215,281,044 190,437,026
Net asset value per share 90.28p 104.72p
8 Post balance sheet events
On 27 November 2025, the Company announced an Offer for Subscription as detailed in the Chair's Statement above.
On 28 November 2025, the Directors announced that the Company, together with other shareholders of Hasgrove Limited ("Hasgrove"), has entered into an agreement with Castik Capital S.à r.l. ("Castik") in connection with Castik's proposed acquisition of a majority stake in Hasgrove. Full details are reported in the Chair's Statement on above.
9 Capital commitments and contingent liabilities
There were no capital commitments (2024: £nil) or contingent liabilities
(2024: £nil) at 30 September 2025.
10 Shareholder information
Dividend
The Directors have proposed a final dividend of 3.5 pence per share. Subject
to Shareholder approval, the dividend will be paid on 13 February 2026 to
Shareholders on the Register on 5 January 2026.
The Board has previously decided the Company will in future pay all cash
dividends by bank transfer rather than by cheque.
Shareholders have the following options available for future dividends:
• Complete a bank mandate form and receive dividends via direct credit to
a UK domiciled bank account.
• Reinvest the dividends for additional shares in the Company through the
Dividend Reinvestment Scheme (DRIS).
For those Shareholders who previously received their dividend by cheque and
who have not provided their bank details to the Registrar, a bank mandate form
will be available on the Company's website. Once completed the form should be
sent to the Company's Registrar, City Partnership at the address shown on page
90 of the Annual Report. If Shareholders have any questions regarding the
completion of the form, they are advised to contact the City Partnership on
01484 240910 or by email: registrars@city.uk.com.
Dividend Reinvestment Scheme
Shareholders may elect to reinvest their dividends by subscribing for new
shares in the Company. Shares will be issued at the latest published Net Asset
Value prior to the allotment. For details of the scheme see the Company's
website www.unicornaimvct.co.uk/dividend-reinvestment-scheme or contact the
scheme administrators, The City Partnership, on 01484 240910.
11 Statutory information
These are not full accounts in terms of section 434 of the Companies Act 2006. The Annual Report for the year to 30 September 2025 will be sent to Shareholders shortly and will then be available for inspection at ISCA Administration Services Limited, The Office Suite, Den House, Den Promenade, Teignmouth, TQ14 8SY the registered office of the Company. Copies of the Annual Report will shortly be available on the Company's website,
www.unicornaimvct.co.uk (http://www.unicornaimvct.co.uk)
. Statutory accounts will be delivered to the Registrar of Companies after the Annual General Meeting.
12 Annual General Meeting
The Annual General Meeting of the Company will be held at 11.30 am on Wednesday, 4 February 2026 at The Great Chamber, The Charterhouse, Charterhouse Square, London EC1M 6AN. Shareholders will be able to attend this meeting in person. Arrangements for the meeting are detailed on pages 42 and 43 of the Annual Report. Voting on all Resolutions will be conducted on a poll including all proxy votes submitted. The Notice of the Meeting is included on pages 91 to 95 of the Annual Report and a separate proxy form has been included with Shareholders' copies of the Annual Report. Proxy forms should be completed in accordance with the instructions printed thereon and sent to the Company's Registrars, The City Partnership (UK) Limited, at the address given on the form, to arrive no later than 11.30am on Monday 2 February 2026. Please note that you can vote your shares electronically at https://unicorn.city-proxyvoting.uk.
13 National Storage Mechanism
A copy of the 2025 Annual Report and Accounts will be submitted shortly to the National Storage Mechanism ("NSM") and will be available for inspection at the NSM, which is situated at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)
Contact details for further enquiries:
Unicorn Asset Management Limited (the Investment Manager), on 020 7253 0889.
ISCA Administration Services Limited (the Company Secretary) on 01392 487056
or by e-mail on unicornaimvct@iscaadmin.co.uk
(mailto:unicornaimvct@iscaadmin.co.uk)
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