LEI: 213800GNTY699WHACF46
UNAUDITED HALF-YEARLY FINANCIAL REPORT
FOR THE PERIOD ENDED
FINANCIAL HIGHLIGHTS
- Total net assets £215.5 million.
- Following a successful recent period of realisations, a special dividend of 6.4p per share was paid on
9 May 2025 , returning £19.3 million to shareholders. A final dividend for the year ended31 December 2024 of 4.1p per share was paid on 27 June 2025, returning £12.4 million. - Net Asset Value per share decreased by 13.5% from 82.0p at
31 December 2024 to 70.9p at30 June 2025 . After adding back the payments of 10.5p in dividends paid in the period, NAV Total Return per share was 81.4p, bringing the decrease in total return in the half-year to 0.7%. - A successful realisation of £24.3 million and a loan repayment of £0.1 million, and a decrease of £3.4 million in the value of investments, were partially offset by £7.7 million of deployment, resulting in a decrease in the value of the investment portfolio of £20.1 million.
- The offer for subscription launched in
December 2024 was closed on10 April 2025 and raised a total of £24.1 million after expenses.
CHAIR’S STATEMENT
I am pleased to present the Company’s unaudited Half‑Yearly Financial Report for the period ended
The Company’s Net Asset Value (“NAV”) Total Return per share decreased by 0.6p to 81.4p. This is calculated by adding the dividends totalling 10.5p per share paid during the six months to
The
The Company’s portfolio in aggregate performed reasonably against this challenging backdrop, although some individual investee companies are still struggling with weak consumer demand, inflation and labour shortages.
The Manager continues to work closely with such companies to help them manage through these difficulties. On the other hand, some investee companies are flourishing and we are encouraged by some very profitable exits recently.
Strategy
The Board and the Manager continue to pursue a strategy for the Company which includes the following four key objectives:
- Developing Net Asset Value Total Return above a 5% annual target
- Paying annual ordinary dividends of at least 5% of the latest announced NAV
- Implementing a significant number of new and follow‑on investments, exceeding deployment requirements to maintain VCT status
- Maintaining a programme of regular share buybacks at a discount of no more than 7.5% to NAV
The Board and the Manager believe that these key objectives remain appropriate and the Company’s performance in relation to each of them over the past six months is reviewed in more detail below.
Net Asset Value and dividends
The NAV of the Company fell over the period from £222.9 million at
After the particularly successful realisation of
On 10 December 2024, the Company launched an offer for subscription to raise up to £20 million, with an over‑allotment facility to raise up to a further £5 million, through the issue of new shares. The offer was closed on
The exit of
The Company continues to exceed its target dividend yield of 5% of NAV, which was set in 2019 in light of the change in portfolio towards earlier-stage, higher-risk companies, as required by the VCT rules.
The Board and the Manager hope that this level may continue to be exceeded in future by payment of additional special dividends as and when particularly successful portfolio disposals are achieved.
Investment performance and portfolio activity
A detailed analysis of the investment portfolio performance over the period is given in the Manager’s Review.
In brief, during the six months under review, the Manager completed one new investment and follow-on investments in seven companies costing £1.5 million and £6.2 million respectively. The Company also realised one investment very successfully, as described above, and exited one challenged business within the portfolio, being
The Company and
Responsible investing
The assessment of environmental, social and governance (“ESG”) issues is embedded in the Manager’s investment process and these factors are considered key in determining the quality of a business and its long-term success. Central to the Manager’s responsible investment approach are five ESG principles that are applied to evaluate investee companies, throughout the lifecycle of their investment, from their initial review and acquisition to their final sale. Every year, the portfolio companies are assessed and progress is measured against these principles. More detailed information about the process can be found on pages 25 and 26 of the Manager’s Review in the Unaudited Half-Yearly Financial Report.
Buybacks
During the period, the Company repurchased 5,374,394 shares for cancellation at an average discount of 7.5%, in line with its objective of maintaining regular share buybacks at a discount of no more than 7.5% to the prevailing NAV per share. The Board and the Manager consider that the ability to offer to buy back shares at this level of discount is fair to both continuing and selling shareholders and continues to help underpin the discount to NAV at which the shares trade.
Share buybacks are timed to avoid the Company’s closed periods. Buybacks will generally take place, subject to demand, during the following times of the year:
- April, after the Annual Report has been published
- June, prior to the Half-Yearly reporting date of 30 June
- September, after the Half-Yearly Report has been published
- December, prior to the end of the financial year
Management charges, co-investment and performance incentive
The annual management fee is an amount equal to 2.0% of net assets, excluding cash balances above £20 million, which are charged at a reduced rate of 1.0%.
This has resulted in ongoing charges for the period ended
Since
The Board believes that the co‑investment scheme aligns the interests of the Manager’s team with those of shareholders and has contributed to the gradual improvement in the Company’s investment performance during this time.
In addition to the co-investment scheme, a performance incentive scheme has been in place since 2023. This scheme, in brief, is based on the Company’s investment performance over a rolling five-year period, over which the movement in NAV Total Return per share needs to exceed a hurdle of 25.0% before any performance fee each year can be earned. The annual fee is subject to a cap of 1.0% of the closing NAV at the end of the five-year period. If the return per share for the final year of the five-year period is negative, even if the five-year hurdle is achieved, no performance fee will be awarded that year. There is the opportunity for the Manager to recover the potential performance fee the following year if certain conditions are met. More details on the calculation of the performance fee can be found in note 8 of this report.
Due to the negative NAV Total Return per share in the first half of the year, no accrual has been made for a performance fee due in respect of the full financial year.
Board composition
The Board continues to review its own performance and undertakes succession planning to maintain an appropriate level of independence, experience, diversity and skills in order to be in a position to discharge its responsibilities.
I will be retiring from the Board at our AGM in
As part of this succession planning, we will be recruiting another Director to join the Board before I retire.
Shareholder communication
We were delighted to meet with some shareholders in person at the Investor Day in May and at our AGM in June this year. The Investor Day, in particular, has proven very popular with our shareholders in the past and provides the opportunity to learn first-hand about some of our investee companies from their founders and management.
Outlook
Despite a more encouraging start to the year, growth in the
While the
Further uncertainty is likely to persist for the global economy due to erratic US tariff policies and continuing geopolitical tensions.
We are conscious that such economic conditions could prove challenging for our investee companies, which are unquoted, small, early-growth businesses and by their nature entail higher levels of risk and lower liquidity than larger listed companies. Nonetheless, the Company’s current portfolio of investments is highly diversified by number, business sector, size and stage of development and overall has already demonstrated its relative resilience in recent difficult economic and geopolitical circumstances. We are confident that this approach will continue to provide some protection in future volatile market conditions.
The Manager is continuing to see a promising pipeline of potential investments, both new and follow-on, which are sourced nationally through its established regional network. In addition to the funds raised earlier in the year, we have recently announced our intention to raise further funds in the coming months. These combined funds will provide the necessary resources to make selective acquisitions from an increasing number of emerging investment opportunities. Although economic growth may be weak, and markets potentially turbulent in the months ahead, we believe the Company’s generalist and diversified portfolio continues to be well positioned to generate long‑term value for shareholders.
Chair
MANAGER’S REVIEW
Portfolio summary
As at
During the six months to
Overall, the portfolio has performed well despite uncertainty in the market with continually looming US tariffs, ongoing conflicts in
In line with the Board’s strategic objectives, we remain focused on growing the Company through further development of Net Asset Value Total Return. For the six months to
New investments
One new investment of £1.5 million was completed in the six months to
In
Follow-on investments
The Company made follow-on investments in seven companies during the six months to
The additional equity injections in the period were used to support further growth plans, such as launching new products and expansion of commercial capabilities. We continue to successfully navigate the volatility that has been felt across the markets over the course of the year and remain vigilant about the health of the portfolio and the need for follow-on funding during the second half of 2025. Given the size of the portfolio, further opportunities to deploy capital into growing existing investments are expected.
In
In
In
In
Ten
In
In
In
Post period end activity
After the period end, the Company completed three follow‑on investments totalling £0.6 million into
Realisations
The M&A climate has proven more challenging in recent years in light of macroeconomic conditions, including higher interest rates and geopolitical uncertainty alluded to above. Despite this, we are pleased to report the particularly strong realisation of
In
In
Realisations in the period ended
| Exit proceeds | |||||
| Accounting | excluding | Valuation at | |||
| cost at date | deferred | Realised | 31 December | ||
| of disposal | consideration2 | gain/(loss) | 2024 | ||
| Company | Detail | (£) | (£) | (£) | (£) |
| Full disposal | 3,320,000 | 24,312,939 | 20,992,939 | 26,249,171 | |
| Full disposal | 2,220,408 | — | (2,220,408) | — | |
| Loan repayment | 100,000 | 100,000 | — | 100,000 | |
| 5,640,408 | 24,412,939 | 18,772,531 | 26,349,171 |
- Excludes up to £1.0 million of deferred consideration.
- Proceeds on exit excluding interest, dividends and exit fees where applicable.
Pipeline
As at
The global economic and geopolitical environment remains volatile and uncertain, both through the tariffs instigated by the US and actual wars being fought both in
Against this unsettled backdrop, the
With a broad network of deal introducers across the
Key portfolio developments
Material changes in valuation, defined as increasing or decreasing by £1.0 million or more since
Key valuation changes in the period
| Valuation | Net movement | |
| Company | methodology | (£) |
| Discounted revenue multiple | 1,562,043 | |
| Discounted revenue multiple | 1,078,272 | |
| Discounted revenue multiple | (1,045,898) | |
| Discounted earnings multiple | (1,127,923) | |
| Discounted revenue multiple | (1,203,463) | |
| Nil value | (2,006,306) |
Outlook
2025 has so far been another year characterised by volatility, largely driven by a global tariff war instigated by the US. Prior to this, markets were showing some signs of recovery and stability. While many indexes have rebounded relatively quickly from the initial shock of increased tariffs from the US, the impacts of this are yet to be really felt and may cause further volatility over the coming months and years. The sense of uncertainty is also reflected in the geopolitical environment, with new and old conflicts persisting and a seeming polarisation of politics across the globe.
Against this uncertain backdrop, the Company has performed robustly in the year to date. NAV Total Return in the year to date has fallen 0.7%. The strong exit from
Looking to the remainder of 2025 and beyond, it would be reasonable to expect further volatility given the geopolitical and economic environment. However, lower tariffs and falling interest rates, combined with the US’s stated policy of isolationism, should make the
We are pleased with the performance in the year to date. The Company has completed another highly successful fundraise, thanks to the strong track record delivered over a number of years. The Company continues to deploy into high potential new investments, and a growing portfolio of assets at varying stages of the lifecycle, with a strong pipeline of further opportunities also building. The sale of
on behalf of
Co-Head of Private Equity
UNAUDITED HALF-YEARLY RESULTS AND RESPONSIBILITIES STATEMENTS
Principal risks and uncertainties
The principal risks faced by the Company are as follows:
- Market risk
- Strategic and performance risk
- Internal control risk
- Legislative and regulatory risk
- VCT qualifying status risk
- Investment valuation and liquidity risk
The Board reported on the principal risks and uncertainties faced by the Company in the Annual Report and Accounts for the year ended
In the view of the Board, there have been no changes to the fundamental nature of these risks since the previous report. The emerging risks identified in the previous report included those of artificial intelligence, cyber security and geopolitical risks. These emerging risks continue to apply and be monitored. The Board and the Manager continue to follow all emerging risks closely with a view to identifying where changes affect the areas of the market in which portfolio companies operate. This enables the Manager to work closely with portfolio companies, preparing them so far as possible to ensure they are well positioned to endure potential volatility.
Directors’ responsibility statement
The Disclosure and Transparency Rules (“DTR”) of the
The Directors confirm to the best of their knowledge that:
- The summarised set of financial statements has been prepared in accordance with FRS 104
- The interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year)
- The summarised set of financial statements gives a true and fair view of the assets, liabilities, financial position and profit or loss of the Company as required by DTR 4.2.4R
- The interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties’ transactions and changes therein)
Going concern
The Company’s business activities, together with the factors likely to affect its future development, performance and position, are set out in the Strategic Report of the Annual Report. The financial position of the Company, its cash flows, liquidity position and borrowing facilities are described in the Chair’s Statement, Strategic Report and Notes to the Accounts of the
The Company has considerable financial resources together with investments and income generated therefrom across a variety of industries and sectors. As a consequence, the Directors believe that the Company is well placed to manage its business risks successfully.
The Directors have reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
The Half-Yearly Financial Report has not been audited nor reviewed by the auditors.
On behalf of the Board
Chair of
UNAUDITED STATEMENT OF COMPREHENSIVE INCOME
For the six months ended
| Six months ended (Unaudited) | Six months ended (Unaudited) | Year ended | |||||||
| Revenue | Capital | Total | Revenue | Capital | Total | Revenue | Capital | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
| Realised gains on investments1 | — | 19,843 | 19,843 | — | 20,950 | 20,950 | — | 24,451 | 24,451 |
| Investment holding losses2 | — | (23,443) | (23,443) | — | (6,372) | (6,372) | — | (1,723) | (1,723) |
| Income | 4,191 | — | 4,191 | 2,173 | — | 2,173 | 4,307 | — | 4,307 |
| Investment management fees | (520) | (1,559) | (2,079) | (541) | (3,340) | (3,881) | (1,043) | (5,161) | (6,204) |
| Other expenses | (251) | — | (251) | (374) | — | (374) | (705) | — | (705) |
| Return/(loss) on ordinary activities before taxation | 3,420 | (5,159) | (1,739) | 1,258 | 11,238 | 12,496 | 2,559 | 17,567 | 20,126 |
| Taxation | (571) | 571 | — | (263) | 263 | — | (579) | 579 | — |
| Return/(loss) on ordinary activities after taxation | 2,849 | (4,588) | (1,739) | 995 | 11,501 | 12,496 | 1,980 | 18,146 | 20,126 |
| Return/(loss) per share | 0.9p | (1.5p) | (0.6p) | 0.4p | 4.3p | 4.7p | 0.7p | 6.7p | 7.4p |
- Includes the realised gain of £21.0 million on exit of
Hospital Services Group Limited . For more details please see note 7. - Includes the holding loss generated on the transfer of the £21.0 million unrealised gain on
Hospital Services Group Limited to realised gains. For more details please see note 7.
The total columns of this statement are the profit and loss account of the Company and the revenue and capital columns represent supplementary information.
All revenue and capital items in the above Statement of Comprehensive Income are derived from continuing operations. No operations were acquired or discontinued in the period.
The Company has no recognised gains or losses other than those shown above, therefore no separate statement of total recognised gains and losses has been presented.
The Company has only one class of business and one reportable segment, the results of which are set out in the Statement of Comprehensive Income and Balance Sheet.
There are no potentially dilutive capital instruments in issue and, therefore, no diluted earnings per share figures are relevant. The basic and diluted earnings per share are, therefore, identical.
UNAUDITED RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS’ FUNDS
For the six months ended
| Share | Capital | ||||||
| Called-up | premium | redemption | Distributable | Capital | Revaluation | ||
| share capital | account | reserve | reserve1 | reserve1 | reserve | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
| As at | 2,718 | 19,575 | 73 | 84,689 | 47,039 | 68,769 | 222,863 |
| Share issues in the period2 | 375 | 30,262 | — | — | — | — | 30,637 |
| Expenses in relation to share issues3 | — | (857) | — | — | — | — | (857) |
| Repurchase of shares | (54) | — | 54 | (3,726) | — | — | (3,726) |
| Realised gains on disposal of investments | — | — | — | — | 19,843 | — | 19,843 |
| Investment holding losses | — | — | — | — | — | (23,443) | (23,443) |
| Dividends paid | — | — | — | (31,662) | — | — | (31,662) |
| Management fees charged to capital | — | — | — | — | (1,559) | — | (1,559) |
| Revenue return for the period before taxation | — | — | — | 3,420 | — | — | 3,420 |
| Taxation for the period | — | — | — | (571) | 571 | — | — |
| As at | 3,039 | 48,980 | 127 | 52,150 | 65,894 | 45,326 | 215,516 |
- Distributable reserve accounts at
30 June 2025 total £118,044,000 (31 December 2024 : £131,728,000). Share premium cancelled in the prior year included amounts arising on share allotments less than three years old, which are protected capital under VCT legislation. Amounts available for distribution at30 June 2025 are therefore £60,051,000 (31 December 2024 : £73,735,000). The remaining cancelled share premium will become distributable under VCT regulations on the third anniversary of the share allotment on which it arose. - Includes the dividend reinvestment scheme.
- Includes trail commission for prior years’ fundraising.
UNAUDITED BALANCE SHEET
At
| Registered number: 03421340 | As at | As at | As at |
| 30 June | 30 June | 31 December | |
| 2025 | 2024 | 2024 | |
| (Unaudited) | (Unaudited) | (Audited) | |
| £’000 | £’000 | £’000 | |
| Fixed assets | |||
| Investments held at fair value through profit or loss | 146,449 | 156,332 | 166,576 |
| Current assets | |||
| Debtors | 2,575 | 5,495 | 3,678 |
| Cash and cash equivalents | 69,189 | 58,984 | 55,922 |
| Total current assets | 71,764 | 64,479 | 59,600 |
| Creditors | |||
| Amounts falling due within one year | (2,697) | (2,841) | (3,313) |
| Net current assets | 69,067 | 61,638 | 56,287 |
| Net assets | 215,516 | 217,970 | 222,863 |
| Capital and reserves | |||
| Called-up share capital | 3,039 | 2,755 | 2,718 |
| Share premium account | 48,980 | 112,345 | 19,575 |
| Capital redemption reserve | 127 | 1,298 | 73 |
| Distributable reserve | 52,150 | (7,591) | 84,689 |
| Capital reserve | 65,894 | 45,043 | 47,039 |
| Revaluation reserve | 45,326 | 64,120 | 68,769 |
| Equity shareholders’ funds | 215,516 | 217,970 | 222,863 |
| Net Asset Value per share | 70.9p | 79.1p | 82.0p |
UNAUDITED CASH FLOW STATEMENT
For the six months ended
| Six months | Six months | Year ended | |
| ended | ended | 31 December | |
| 2024 | |||
| (Unaudited) | (Unaudited) | (Audited) | |
| £’000 | £’000 | £’000 | |
| Cash flow from operating activities | |||
| Loan interest received from investments | 1,210 | 532 | 1,472 |
| Dividends received from investments | 1,136 | 206 | 241 |
| Deposit and similar interest received | 1,686 | 1,233 | 2,658 |
| Investment management fees paid | (3,097) | (2,168) | (3,161) |
| Performance incentive fee paid | — | (1,467) | (1,467) |
| Secretarial fees paid | (65) | (33) | (130) |
| Other cash payments | (314) | (238) | (569) |
| Net cash inflow/(outflow) from operating activities | 556 | (1,935) | (956) |
| Cash flow from investing activities | |||
| Purchase of investments | (7,703) | (8,880) | (14,295) |
| Proceeds on sale of investments | 24,413 | 34,526 | 36,529 |
| Proceeds on deferred consideration | 1,070 | 2,168 | 5,043 |
| Net cash inflow from investing activities | 17,780 | 27,814 | 27,277 |
| Cash flow from financing activities | |||
| Proceeds of fundraising | 24,575 | 14,604 | 14,604 |
| Expenses of fundraising | (434) | (521) | (526) |
| Repurchase of own shares | (3,185) | (1,992) | (5,491) |
| Equity dividends paid | (26,025) | (25,186) | (25,186) |
| Net cash outflow from financing activities | (5,069) | (13,095) | (16,599) |
| Net inflow of cash in the period | 13,267 | 12,784 | 9,722 |
| Reconciliation of net cash flow to movement in net funds | |||
| Increase in cash and cash equivalents for the period | 13,267 | 12,784 | 9,722 |
| Net cash and cash equivalents at start of period | 55,922 | 46,200 | 46,200 |
| Net cash and cash equivalents at end of period | 69,189 | 58,984 | 55,922 |
NOTES TO THE UNAUDITED HALF-YEARLY RESULTS
For the six months ended
1
The Unaudited Half-Yearly Financial Report has been prepared on the basis of the accounting policies set out in the statutory accounts of the Company for the year ended
2
These are not statutory accounts in accordance with S436 of the Companies Act 2006 and the financial information for the six months ended
3
Copies of the Unaudited Half-Yearly Financial Report will be sent to shareholders via their chosen method and will be available for inspection at the
4 Net Asset Value per share
The Net Asset Value per share is based on net assets at the end of the period and on the number of shares in issue at the date.
| Number of | ||
| Net assets | shares in issue | |
| £215,516,000 | 303,914,083 | |
| £217,970,000 | 275,478,783 | |
| £222,863,000 | 271,779,253 |
5 Return per share
The weighted average number of shares used to calculate the respective returns are shown in the table below.
| Shares | |
| Six months ended | 296,454,588 |
| Six months ended | 268,125,349 |
| Year ended | 271,271,444 |
Earnings for the period should not be taken as a guide to the results for the full year.
6 Income
| Six months | Six months | ||
| ended | ended | Year ended | |
| 30 June | 30 June | 31 December | |
| 2025 | 2024 | 2024 | |
| £’000 | £’000 | £’000 | |
| Deposit and similar interest received | 1,686 | 1,233 | 2,658 |
| Loan stock interest | 1,369 | 734 | 1,408 |
| Dividends receivable | 1,136 | 206 | 241 |
| 4,191 | 2,173 | 4,307 |
7 Investments at fair value through profit or loss
| £’000 | |
| Book cost at | 101,124 |
| Investment holding gains | 65,452 |
| Valuation at | 166,576 |
| Movements in the period: | |
| Purchases | 7,697 |
| Disposal proceeds1 | (24,413) |
| Realised gains2 | 18,773 |
| Investment holding losses3 | (22,184) |
| Valuation at | 146,449 |
| Book cost at | 103,181 |
| Investment holding gains | 43,268 |
| Valuation at | 146,449 |
- The Company received £24,413,000 from the disposal of investments and a loan repayment during the period. The book cost of the investments and the repaid loan was £5,640,000. These investments have been revalued over time and until they were sold, any unrealised gains or losses were included in the fair value of the investments.
- Realised gains in the Statement of Comprehensive Income include deferred consideration receipts from
Specac International Limited (£475,000),Callen-Lenz Associates Limited (£295,000),Datapath Group Holdings Limited (£292,000) andMologic Ltd (£8,000). - Investment holding losses in the Statement of Comprehensive Income include the deferred consideration debtor decrease of £1,259,000. The debtor movement reflects the recognition of an amount receivable from
Ollie Quinn Limited (£39,000) offset by receipts fromSpecac International Limited (£475,000),Callen-Lenz Associates Limited (£295,000),Datapath Group Holdings Limited (£292,000) andMologic Ltd (£8,000), and a provision made against the balance due fromSpecac International Limited (£228,000).
8 Performance incentive fee
In order to incentivise the Manager to generate enhanced returns for shareholders, they will be entitled to performance incentive payments in respect of each financial year commencing on or after
Where there is a negative return in the relevant financial year, no fee shall be payable even if the hurdle is exceeded. However, the potential fee will be carried forward and will become due at the end of the next financial year if the performance hurdle described above for that next financial year is achieved and the negative return in the preceding financial year is recovered in that next financial year. Any such catch-up fees shall be paid alongside any fee payable for the next financial year subject to the 1% cap applying to both fees in aggregate. Any such catch-up fees cannot be rolled further forward to subsequent financial years.
Estimation of the financial effect
As at
However, NAV Total Return per share is negative in the six-month period to
9 Related party transactions
No Director has an interest in any contract to which the Company is a party other than their appointment and payment as Directors.
10 Transactions with the Manager
At the balance sheet date there was £nil due to
In accordance with
END
