
(the "Company" or "SSIT")
Full Year Results
The Annual Report and Accounts can be found here. A summary is set out below.
Financial Summary
|
|
30 June 2025 |
30 June 2024 |
|
Change
|
||||
NAV |
|
£281.1m |
£228.1m |
23.2% |
NAV per share1 |
|
118.52p |
96.18p |
23.2% |
Portfolio valuation |
|
£259.8m |
£201.5m |
28.9% |
Fair value vs. cost1 |
|
131.9% |
104.7% |
2720bp |
Liquid resources |
|
£21.5m |
£27.0m |
-20.3% |
Market capitalisation |
|
£203.0m |
£129.5m |
56.8% |
Share price1 |
|
85.6p |
54.6p |
56.8% |
-Discount/+premium1 |
-27.8% |
-43.2% |
1550bp |
|
Ongoing charges1 |
1.77% |
1.83% |
-6bp |
|
Number of shares in issue |
237.2m |
237.2m |
0.0% |
|
|
|
|
|
1 Alternative performance measure - see Alternative Performance Measures on pages 135 and 136 of the full report.
Full Year Highlights
· Portfolio valuation up by £58.3m (28.9%) to £259.8m at 30 June 2025, with additional investments and increased fair value net gains driven by defence tailwinds (particularly from the Company's largest holding, ICEYE, which doubled in value) partially offset by disposals and FX losses.
· £14.2m deployed in one new portfolio company and six existing portfolio companies.
· The private portfolio, which comprises an increasing part of the Company's investments, representing 96.4% of fair value and 89.1% of NAV at 30 June 2025, performed solidly, with its fair value closing the year at 155.8% vs. cost (162.8% excluding FX losses). In aggregate, the fair value of the private portfolio (excluding Voyager, which went public during the year) increased 33.4% over the year.
· 66% of the portfolio by fair value has a robust cash runway, with 58% fully funded and 8% funded for 12 months or more from 30 June 2025, including raises completed post period end.
· The private holdings continued to deliver on key milestones, and a number have seen substantial revenue growth, leading to their management teams expecting them to become EBITDA profitable before the end of 2025.
· In the year, the Company received £12.5m in proceeds from disposals. Astroscale went public on the
· Cash balance of £21.5m at year end.
Acquisitions Completed During the Year
Acquisitions
Company |
Segment |
HQ |
Type |
Cost |
ALL.SPACE |
Downlink |
|
Follow-on |
5.8 |
Zeno |
Beyond Earth |
US |
New |
4.1 |
Xona Space Systems |
Platform |
US |
Follow-on |
1.5 |
Skylo |
Downlink |
US |
Follow-on |
1.3 |
AST SpaceMobile |
Platform |
US |
Follow-on |
1.1 |
ChAI |
Product |
|
Follow-on |
0.3 |
PlanetWatchers |
Analyse |
|
Follow-on |
0.2 |
|
|
|
|
|
Total |
|
|
|
14.2 |
Portfolio Company Developments During the Year
Major Funding Rounds
· ICEYE (37.4% of NAV at 30 June 2025) closed $65m extension to bring Series E round led by Solidium to $158m.
· D-Orbit (11.9% of NAV) completed second close to bring Series C round led by Marubeni to €150m.
· Xona Space Systems (3.7% of NAV) raised $92m Series B round led by Craft Ventures with participation from SSIT.
· Skylo (1.6% of NAV) closed $30m Series B round led by NGP Capital and
· Pixxel (1.2% of NAV) closed $24m Series B round extension from new investors including M&G Investments and Glode Brook Capital Partners.
· AST SpaceMobile (0.3% of NAV) completed the redemption of existing warrants and two at-the-market equity financings to raise over $800m in equity. In addition, issued $460m in convertible senior notes.
Major Operational Milestones
· ICEYE (37.4% of NAV) saw significant demand for its Synthetic Aperture Radar capabilities from defence customers, signing multiple nine figure contracts with nation states, including a €200m deal with the Polish Ministry of Defence. Announced collaborations with Rheinmetall (
· D-Orbit (11.9% of NAV) extended its market leadership through launching its 19th successful space taxi, with a double mission in June. Signed a €120m contract with the
·
· Xona Space Systems (3.7% of NAV) successfully launched its first production satellite and delivered first live-sky navigation signals.
· Skylo (1.6% of NAV) service went live in the US with partner Verizon, the largest mobile phone carrier, connecting its customers' Samsung phones with the Skylo satellite network.
· Tomorrow.io (1.3% of NAV) successfully launched and commissioned the second batch of its two microwave sounder satellites.
· Pixxel (1.2% of NAV) launched its first three commercial satellites for its hyperspectral imaging constellation.
· Spire Global (0.9% of NAV) sold its commercial maritime tracking business for $241m to Belgian analytics provider Kpler.
· AST SpaceMobile (0.3% of NAV) successfully deployed and commissioned its first five commercial satellites. Successfully tested its service with mobile phone carriers including Vodafone. Received first radio spectrum to enable first responder solutions. Included in the US Large-Cap Russell 1000® Index.
IPO and M&A:
· D-Orbit (11.9% of NAV) completed the acquisition of the geospatial analytics business Planetek Group.
· Voyager (1.1% of NAV) completed an oversubscribed IPO on New York Stock Exchange in June 2025 raising $382.8m in the process.
Post Period Events
· ALL.SPACE: the Company invested a further $1.5m in additional bridge financing alongside other existing investors in August 2025.
· Arqit: the Company fully exited its holding on the back of a share price rally in early October 2025, when the price reached levels not seen since February 2023. £3.3m proceeds were received for the holding which was valued at £2.4m at 30 June 2025. However, the sale price was 15% of the initial Sterling cost of the holding.
· Spire Global: the Company fully exited its holding in October 2025. While the sale was completed at 29% of the original Sterling cost, it was at a higher Sterling price than that used to determine fair value on 30 June 2025 (by 15%). The Company realised £2.9m in cash on the back of the sale (vs. fair value at 30 June 2025 of £2.5m).
·
· Pixxel: won a contract to build
·
Will Whitehorn OBE, Chair of
'The past year has been one of profound change, both globally and within the space sector. The change in the US presidency has triggered major geopolitical shifts, reverberating through the space industry. As 'Pax Americana' dwindles, we are witnessing potentially the most significant geopolitical shift since World War II. The US's changing priorities have prompted
SSIT's portfolio has significantly benefited from this evolving landscape over the past year. Key holdings have seen substantial traction, profits and valuation uplifts, most significantly, ICEYE which has doubled in value over the last year on the back of a string of major commercial successes. With a well-funded portfolio and fund liquidity boosted through further IPOs and sell-downs of listed holdings, the SSIT portfolio is well-positioned to continue benefiting from favourable market conditions.'
"The past year has marked a profound inflection point for the portfolio, shaped by the tectonic shifts in global geopolitics and the accelerating rearmament of
This geopolitical realignment has catalysed a new era of profitability for key portfolio companies. ICEYE and
While market volatility has impacted a handful of smaller holdings, these effects have been largely confined to underperformers. The portfolio remains well-capitalised, and the majority of companies are on track to scale, leading the Company to a position where it can thrive in a world where space and defence technologies are no longer peripheral, but central to national resilience."
Analyst and Investor Presentations
There will be a webinar for equity analysts at 09:30 (
Both presentations will be hosted by the Chair,
Capital Markets Day
The Company will be hosting a Capital Markets Day in
- Ends -
Media Enquiries
Seraphim Space Manager LLP (via SEC Newgate) |
|
|
|
SEC |
|
|
+44 (0) 20 3757 6767 |
Deutsche Numis |
|
|
+44 (0) 20 7545 8000 |
J.P. Morgan Cazenove |
|
|
+44 (0) 20 7742 4000 |
Ocorian Administration ( |
seraphimteam@ocorian.com |
|
+44 (0) 28 9078 5880 |
Notes to Editors
About
The Company is listed on the Main Market of the London Stock Exchange.
Further information is available at: https://investors.seraphim.vc.
About Seraphim Space Manager LLP
Seraphim Space Manager LLP ("Seraphim Space" or the "Manager") is based in the
Further information is available at www.seraphim.vc
Investment Manager
The Company is managed by Seraphim Space Manager LLP (the 'Investment Manager' or 'Seraphim Space'), the world's most prolific SpaceTech investment group. The Investment Manager's team consists of seasoned venture capitalists and some of the space sector's most successful entrepreneurs who scaled their businesses to multi-billion Dollar outcomes.
The Investment Manager has supported more than 140 SpaceTech companies across its fund management and accelerator activities since 2016 and has a proven track record of delivering value.
Positioned at the heart of the global SpaceTech ecosystem, the Investment Manager has a differentiated model, using information asymmetry generated from its global deal flow, partnerships with leading industry players and primary research to back the most notable emerging SpaceTech companies shaping a new industrial revolution.
The Investment Manager is a signatory to the UN Principles for Responsible Investment ('
Key Highlights
As at 30 June 2025
Key Performance Indicators
For the year ended 30 June 2025
NAV per share movement1 (Prior year: 3.5%)
Discount (as at 30 June 2025)1 (30 June 2024: -43.2%)
Fair value vs. cost (as at 30 June 2025)1 (30 June 2024: 104.7%) |
Share price movement1 (Prior year: 102.2%)
Ongoing charges1 (Prior year: 1.83%) |
|
|
|
|
Financial Summary
|
|
30 June 2025 |
30 June 2024 |
|
Change
|
||||
NAV |
|
£281.1m |
£228.1m |
23.2% |
NAV per share1 |
|
118.52p |
96.18p |
23.2% |
Portfolio valuation |
|
£259.8m |
£201.5m |
28.9% |
Fair value vs. cost1 |
|
131.9% |
104.7% |
2720bp |
Liquid resources |
|
£21.5m |
£27.0m |
-20.3% |
Market capitalisation |
|
£203.0m |
£129.5m |
56.8% |
Share price1 |
|
85.6p |
54.6p |
56.8% |
-Discount/+premium1 |
-27.8% |
-43.2% |
1550bp |
|
Ongoing charges1 |
1.77% |
1.83% |
-6bp |
|
Number of shares in issue |
237.2m |
237.2m |
0.0% |
|
|
|
|
|
1 Alternative performance measure - see Alternative Performance Measures below.
Portfolio Snapshot
As at 30 June 2025
Fair value (30 June 2024: £201.5m) |
Top 10 investments (30 June 2024: 84.0%)
|
|
|
|
Private portfolio (30 June 2024: 126.8%)
Money raised by private (30 June 2024: >$540m)
|
Listed portfolio (30 June 2024: 26.7%)
Percentage of portfolio by fair value that is fully funded2 58% (30 June 2024: 60%)
|
|
||
Number of private portfolio companies that are fully funded or have 12 months or more of cash runway2 13 (30 June 2024: 14)
|
Average cash runway of private portfolio that is not fully funded from 30 June 20252,4 (30 June 20244: 14 months)
|
|
||
1 Holdings that listed as part of SPAC transactions before being acquired by the Company have experienced poor price performance over the last several years (fair value vs. cost: 17.7%) compared to those holdings that have had IPOs since their acquisition by the Company (fair value vs. cost: 103.4%).
2 Source: Portfolio company data and management projections.
3 Between 1 July 2024 and 30 June 2025.
4 Fair value weighted average (as defined in the Glossary) number of months of cash runway from 30 June 2025 for the private portfolio companies that are not fully funded, representing 39% of the portfolio fair value, taking into account cash as at year end and any fundraising raised post year end (30 June 2024: 33% of the portfolio fair value was not fully funded).
Portfolio Key Developments
1. Major funding rounds
· ICEYE: Closed $65m extension to bring Series E round led by Solidium to $158m.
· D-Orbit: Completed second close to bring Series C round led by Marubeni to €150m.
· Xona Space Systems: Raised $92m Series B round led by Craft Ventures with participation from SSIT.
· Skylo: Closed $30m Series B led by NGP Capital and
· Pixxel: Closed $24m Series B extension from new investors including M&G Investments and Glode Brook Capital Partners.
· AST SpaceMobile: Completed the redemption of existing warrants and two at-the-market equity financings during the period to raise over $800m in equity. In addition, issued $460m in convertible senior notes.
2. Major milestones
· ICEYE: Saw significant demand for its SAR capabilities from defence customers, signing multiple nine figure contracts with nation states, including a €200m deal with the Polish Ministry of Defence. Announced collaborations with Rheinmetall (
· D-Orbit: Extended its market leadership through launching its 19th successful space taxi with a double mission in June 2025. Signed a €120m contract with the
·
· Xona Space Systems: Successfully launched its first production satellite and delivered first live-sky navigation signals.
· Skylo: Service went live in the US with partner Verizon, the US's largest mobile phone carrier, connecting its customers' Samsung phones with the Skylo satellite network.
· Tomorrow.io: Successfully launched and commissioned the second batch of its two microwave sounder satellites.
· Pixxel: Successfully launched the first three commercial satellites for its hyperspectral imaging constellation.
· Spire Global: Sold its commercial maritime tracking business for $241m to Belgian analytics provider Kpler.
· AST SpaceMobile: Successfully deployed and commissioned its first five commercial satellites. Successfully tested its service with mobile phone carriers including Vodafone. Received first radio spectrum to enable first responder solutions. Included in the US Large-Cap Russell 1000® Index.
3. IPOs, M&A, Exits
· D-Orbit: Completed the acquisition of geospatial analytics business Planetek Group.
· Voyager: Successfully completed an oversubscribed IPO on New York Stock Exchange in June 2025 raising $382.8m in the process.
Significant Sector Events
The space sector continued to expand rapidly throughout the year, marked by record commercial activity, major policy developments and significant milestones. Geopolitical interest in space remains high, with countries and private actors alike accelerating investment and innovation.
Sep 24:
Sep 24: Boeing's Starliner capsule returned uncrewed from the International Space Station due to technical issues, ending its
Oct 24:
Dec 24: Airbus, Leonardo and Thales initiated talks to form a European satellite venture aiming to rival
Jan 25: Blue Origin successfully launched its New Glenn rocket from Cape Canaveral, marking a significant milestone in the space race against
Mar 25:
Mar 25: Firefly Aerospace's Blue Ghost lander successfully soft-landed on the moon's Mare Crisium region, becoming the first private company to achieve a fully successful lunar landing.
Jun 25: The
Chair's Statement
'The past year has been one of profound change, both globally and within the space sector. The change in the US presidency has triggered major geopolitical shifts, reverberating through the space industry. As 'Pax Americana' dwindles, we are witnessing potentially the most significant geopolitical shift since World War II. The US's changing priorities have prompted
SSIT's portfolio has significantly benefited from this evolving landscape over the past year. Key holdings have seen substantial traction, profits and valuation uplifts, most significantly, ICEYE which has doubled in value over the last year on the back of a string of major commercial successes. With a well-funded portfolio and fund liquidity boosted through further IPOs and sell-downs of listed holdings, the SSIT portfolio is well-positioned to continue benefiting from favourable market conditions.'
Chair
I am pleased to present the fourth Annual Report of
I would like to thank all shareholders for their ongoing support, despite the continuing macroeconomic and geopolitical challenges.
Progress in the Year
During the year, the Company invested £14.2m in one new portfolio company and six existing portfolio companies, leading to a portfolio of 25 active SpaceTech companies and the investment in the Seraphim Space Ventures II LP fund, valued at £259.8m at 30 June 2025 (2024: 24 active companies and the VC Fund, £201.5m). In addition, the Company also made a number of disposals from its listed portfolio during the year, realising £12.5m in proceeds versus a total cost of the shares sold of £9.8m. This resulted in the Company holding £21.5m (2024: £27.0m) of cash reserves at the year end.
As outlined in my reports for previous periods, the Company continues to reserve cash to support existing portfolio companies whilst continuing to actively seek to invest modest amounts in new target companies. As explained in the Investment Manager's Report, overall, the portfolio continues to be well capitalised, with a number of management teams of portfolio companies believing their companies are already fully funded and/or expected to be EBITDA positive in the near term. A detailed review of the performance of the portfolio companies can be found in the Investment Manager's Report.
NAV
Net asset year-over-year growth of 23.2%, from £228.1m to £281.1m at 30 June 2025 was driven predominantly by an increase in the fair value of the portfolio, which was partially offset by running costs. The NAV per share increased by 23.2%, from 96.18p to 118.52p at the year end, driven by the portfolio fair value increase.
The private companies in the portfolio continue to account for the majority of the portfolio (80.8% by number of portfolio companies and 96.4% by fair value). The fair value of the private portfolio (excluding Voyager which listed during the year) increased 33.4% over the year, reaching 155.8% vs. cost (162.8% excluding FX impact) at the year end.
The listed element of the portfolio remained depressed at 25.8% fair value vs. cost[1] (29.1% excluding FX impact). During the year, the Company disposed of 95% of its holding in AST SpaceMobile, whose price was one of the strongest performing of the listed holdings during the year.
FX losses accounted for £12.3m (-5.20p per share) in the year.
Share Price
The Company's share price showed significant positive momentum during the year, reaching 85.6p on 30 June 2025, an increase of 56.8% from 54.6p at 30 June 2024. While the share price remained depressed, at a discount of 27.8% vs. the NAV per share at the year end, there has been a narrowing of the discount over the year (30 June 2024: -43.2%), reflecting positive momentum for defence-related stocks following announcements of increased defence spend particularly in
Capital Allocation Policy
Each year, the Company seeks shareholder approval at the AGM to have the ability to repurchase shares. Similar to its peers in the market, the Company continues to trade at a discount to NAV, although, as noted above, this discount narrowed materially over the year. A buy-back of shares is usually in the interests of all shareholders as it helps to stabilise the share price, and, when trading at a substantial discount to NAV, it also increases NAV per share. However, it also reduces the liquid resources of the Company and results in the capital that has been used for buy-backs no longer being available for investments.
The Board regularly considers multiple factors to determine the best use of the Company's capital, including the positive impact on NAV per share from buy-backs, the opportunity cost of using capital for buy-backs, potential returns from investments and the benefits of supporting portfolio companies through follow-on investment. The latter was the primary use of the Company's capital in the year. In addition, the Company also disposed of listed holdings during the year to increase its liquid resources.
Earnings and Dividend
The Company made a gain after tax of £53.0m for the year (2024: £6.7m), equal to 22.33p (2024: 2.83p) per share, made up of a revenue loss after tax of £3.6m (2024: loss of £3.7m), equal to -1.52p (2024: -1.57p) per share, and a capital gain after tax of £56.6m (2024: £10.5m), equal to 23.85p (2024: 4.40p) per share.
Due to the nature of the Company's investments and its focus on achieving capital growth over the long term, we do not anticipate recommending payment of a dividend in the foreseeable future.
Responsible Investment
During the year, the Investment Manager continued to use its proprietary due diligence tool in order to assess sustainability opportunities and ESG risks associated with each potential investment, as well as annually monitoring existing investments. In addition, the Investment Manager completed its second carbon footprint assessment, achieving carbon neutrality for the year ended 31 March 2025 by retiring 258 tCO2e (2024: 263 tCO2e) in accordance with the One Carbon World Carbon Neutral International Standard. Please refer to the Responsible Investment section for more details.
Availability of Annual Reports
In the interests of the environment and for ease of access, Annual Reports are available on the Company's website and can be viewed and downloaded at https://investors.seraphim.vc/. Copies of Annual Reports will only be available on request.
Annual General Meeting
The AGM of the Company will be held at 11.00 a.m. on 25 November 2025 at Seraphim Space's offices, 1 Fleet Place,
The Directors and representatives of the Investment Manager will be available at the AGM (either in person or via video conference) to answer shareholder questions. We do recognise that some shareholders may be unable to come to the AGM and, if you have any questions about the Annual Report, the investment portfolio or any other matter relevant to the Company, please write to us via email at seraphimteam@ocorian.com or by post to The Company Secretary,
Material events After the Year End
· ALL.SPACE: the Company invested a further $1.5m in additional bridge financing alongside other existing investors in August 2025.
· Arqit: the Company fully exited its holding in Arqit on the back of a share price rally in early October 2025, when the price reached levels not seen since February 2023. £3.3m proceeds were received for the holding which was valued at £2.4m on 30 June 2025. However, the sale price was 15% of the initial Sterling cost of the holding.
· Spire Global: the Company fully exited its holding in Spire Global in October 2025. While the sale was completed at 29% of the original Sterling cost, it was at a higher Sterling price than that used to determine fair value on 30 June 2025 (by 15%). The Company realised £2.9m in cash on the back of the sale (vs. fair value at 30 June 2025 of £2.5m).
·
· Pixxel: won a contract to build
·
Outlook
The outlook for the year ahead within the space sector appears once again to be positive, driven by increasing defence budgets.
Despite broader economic volatility and fears of trade wars impacting capital markets, SpaceTech investment is set to continue growing rapidly, with strong-performing companies likely to attract the capital required to meet surging customer demand. There are early signs of improved public market investor appetite for space-related companies with three recent IPOs, including portfolio company Voyager, successfully raising new money. Consequently, we expect our key holdings to continue strengthening and thriving in the year ahead.
Chair
17 October 2025
Investment Manager's Report
'The past year has marked a profound inflection point for the portfolio, shaped by the tectonic shifts in global geopolitics and the accelerating rearmament of
This geopolitical realignment has catalysed a new era of profitability for key portfolio companies. ICEYE and
While market volatility has impacted a handful of smaller holdings, these effects have been largely confined to underperformers. The portfolio remains well-capitalised, and the majority of companies are on track to scale, leading the Company to a position where it can thrive in a world where space and defence technologies are no longer peripheral, but central to national resilience.'
CEO, Seraphim Space Manager LLP
Overview
FY2024/25 was marked by an evolving macroeconomic landscape. Amid ongoing uncertainty and the continued
As a result, we have seen increasing uncertainty resulting in a potentially unprecedented shift of mindset in the outlook of other global powers, including
This has produced good tailwinds for SSIT's portfolio given the significant role SpaceTech is playing in modern defence across multiple verticals such as secure communication, intelligence gathering and global positioning systems. Related publicly-listed defence and space companies have seen strong share price performance since the beginning of the year and select companies, including SSIT portfolio company Voyager, have seen successful IPOs in America.
As a reaction to the geopolitical and macroeconomic realities over recent years, we previously evolved our strategy to preserve liquid resources given an adverse fundraising environment. During the year, the focus remained on protecting and growing existing portfolio value, including, very selectively, making new and follow-on investments. In addition, we carefully monitored and, when appropriate, took advantage of divestment opportunities.
We are pleased to report that 17 of the companies in SSIT's portfolio at the start of the year successfully secured additional funding during the year, raising approximately $2.1bn in total. Notably, the majority of these rounds were led by new investors joining existing syndicates. While capital raised by SSIT's private portfolio companies declined to more than $390m (2024: more than $540m), this reflects the increasing maturity of the portfolio, with a growing number of companies now fully funded.
More specifically, and a testament to the further maturing of the portfolio, the management teams of eight of SSIT's portfolio companies, representing 58% of the fair value of the portfolio, believe their companies are fully funded based on their latest projections. In a similar vein, management teams representing a majority of the fair value of the portfolio expect their companies to reach EBITDA profitability by the end of 2025.
On the investment side, SSIT participated in select funding rounds across its portfolio, most notably doubling down on Skylo with an additional investment in its Series B round. SSIT also made a new $5m investment in US-based company Zeno, which is developing nuclear batteries for deep space and the deep sea.
On the divestment side, we sold the majority of SSIT's holding in AST SpaceMobile, taking advantage of a strong increase in the company's share price to realise a gain and with a view to optimising SSIT's cash position.
Market overview
· SpaceTech continues to significantly outperform the broader venture capital market, both in terms of investment volume and deal activity, driven by strong tailwinds in defence, national security and climate change.
· The sector recorded its second-largest fundraising quarter on record, with $3.1bn invested in Q2 CY25, up from $2.0bn in Q1 CY25. Over the 12 months to 30 June 2025, total SpaceTech VC investment reached $8.7bn, representing a 3% increase from the $8.5n recorded in the previous trailing 12 months to 30 June 2024.
· Early-stage and growth-stage deal-making has hit new highs. A record 571 SpaceTech deals were completed over the 12 months to 30 June 2025, up from 528 the year prior, including 171 in Q2 CY25 alone, the second-highest quarterly total ever recorded.
· Capital concentration has shifted in recent years towards Series B and C rounds, which accounted for 65% of total investment in Q2 CY25. This is in strong contrast to quarters in CY20 and CY21, where individual
· Despite ongoing macroeconomic and geopolitical uncertainty, confidence in the sector remains robust across private and public markets. Publicly-listed SpaceTech companies rebounded sharply during the year. Meanwhile, the heavily oversubscribed IPOs of a number of space companies, including portfolio company Voyager, underlined investor appetite for high-quality, defence-aligned space ventures.
We believe that the European defence sector is currently undergoing an unprecedented shift as a reaction to new geopolitical realities, including the break with international norms established after the Second World War. This is leading to policy reform at both the level of the EU and the individual European nation states.
As a result,
Further, the EU agreed various supporting initiatives, including a framework for rearmament, 'ReArm Europe 2030', and €150bn in long-maturity loans, 'Security Action for
Our view is that these drastic changes in both policy and budgets are less a blip and more the beginning of a secular trend as major geopolitical powers have changed tack and
We expect the impact on SpaceTech to be positive and lasting, driven by both the importance of SpaceTech to the defence sector and the way modern war fighting has evolved. More specifically, we expect modern defence to continue to rely on space technology, including geospatial intelligence, secure communications and robust timing and positioning data. At the same time space itself has become a contested environment with the space forces of the global superpowers building out their capabilities.
Investment Activity
Year ended 30 June 2025
Acquisitions
|
||||
Company |
Segment |
HQ |
Type |
Cost |
ALL.SPACE |
Downlink |
|
Follow-on |
5.8 |
Zeno |
Beyond Earth |
US |
New |
4.0 |
Xona Space Systems |
Platform |
US |
Follow-on |
1.5 |
Skylo |
Downlink |
US |
Follow-on |
1.3 |
AST SpaceMobile |
Platform |
US |
Follow-on |
1.1 |
ChAI |
Product |
|
Follow-on |
0.3 |
PlanetWatchers |
Analyse |
|
Follow-on |
0.2 |
Total |
14.2 |
In August 2024, the Company completed a $5m (£3.8m) follow-on investment into ALL.SPACE alongside other existing investors, with a further $2.5m (£2.0m) subsequently invested between February and April 2025. This additional funding extends the runway as the company stands at a potential critical inflection point as it is transitioning out of R&D and into the commercial ramp up phase.
In December 2024, the Company completed a $1m (£0.8m) follow-on investment into Xona Space Systems' $12.5m post-Series A round, alongside a number of existing and new investors. Xona Space Systems used this funding to place orders and secure launch slots for its next four production satellites. In June 2025, the Company completed a further $1m (£0.7m) follow-on investment into the company's $60m Series B round, alongside a number of existing and new investors. The company plans to use this funding to scale its satellite constellation, deliver initial commercial services and continue to secure additional government contracts.
Also in December 2024, the Company completed a £300k follow-on investment into ChAI's £600k pre-Series A round, alongside existing investors. With this funding, ChAI expects to write its first commodity insurance product.
Also in December 2024, the Company completed a $250k (£0.2m) follow-on investment in Skylo's Series B+ round alongside new and existing investors, followed by an acquisition of $1.3m (£1.1m) worth of common shares as part of the Series B+ round second close in January 2025.
In January 2025, the Company completed a $5m (£4.0m) new investment into Zeno's $40m Series B round alongside new and existing investors. With this funding, Zeno will execute against its current
In April 2025, the Company invested $1.5m (£1.1m) to exercise the options it held in AST SpaceMobile in order to hold the listed shares.
In May 2025, the Company made a follow-on investment of $250k (£0.2m) through a bridge simple agreement for future equity into PlanetWatchers as part of a $950k raise. The bridge provides the business 18 months of cash runway, during which it plans to develop a new tool focused on agricultural insurance provider agents.
Details of the new investment in Zeno, made in January 2025, are included in the case study.
|
In the year, the Company received £12.5m in proceeds from disposals.
Astroscale went public on the
On 10 April 2025, the Company exercised the options it held in AST SpaceMobile. Following this, it sold 95% of its holding by 30 June 2025, realising £9.0m. This is equivalent to 170% of the original Sterling cost of investment of those shares.
New investment case study: Zeno
Investment thesis |
Zeno develops advanced Radioisotope Power Supplies ('RPS') that deliver continuous, long-duration power for unmanned systems in defence, space and subsea environments where traditional power sources fail.
Zeno is the only company solely focused on RPS, with validated core intellectual property, a first-mover advantage, over $70m in US government contracts and a world-class team.
|
Round |
Series B
|
SSIT investment / round size |
$5m / $40m |
Co-investors |
Hanaco, Tribe Capital, 1517, Balerion, DCVC
|
Problem |
RPSs have long been used to provide a reliable and stable source of energy in remote environments (e.g. |
Solution |
Zeno is developing RPSs that are 10x less costly and significantly lighter compared to existing systems. This opens up broad applications in space, maritime and other remote locations like Zeno initially leverages Strontium 90 as a fuel source, a nuclear fission waste product that is sufficiently abundant and affordable. |
Market |
Zeno is targeting near term space applications worth over $100m and maritime opportunities exceeding $2bn annually, with significant upside in broader commercial use cases and long-term potential across the $260bn distributed energy market. |
Portfolio Performance
Year ended 30 June 2025
Holdings
|
|
|
30 June 2025 |
30 June 2024 |
|||
Company |
Sub-sector |
HQ |
Cost1 |
Fair value1 |
% of NAV |
Fair value1 |
|
ICEYE |
Earth Observation |
|
39.6 |
105.1 |
37.4% |
47.8 |
|
D-Orbit |
In-orbit Services |
|
11.6 |
33.5 |
11.9% |
33.1 |
|
ALL.SPACE |
Ground Terminals |
|
28.0 |
28.1 |
10.0% |
24.1 |
|
|
Earth Observation |
US |
18.6 |
20.6 |
7.3% |
21.5 |
|
LeoLabs |
Data Platforms |
US |
11.7 |
12.0 |
4.3% |
12.9 |
|
SatVu |
Earth Observation |
|
7.0 |
11.2 |
4.0% |
11.2 |
|
Xona Space Systems |
Navigation |
US |
7.0 |
10.3 |
3.7% |
5.3 |
|
Skylo |
Satcoms |
US |
2.8 |
4.4 |
1.6% |
1.6 |
|
Zeno |
Space Infrastructure |
US |
4.1 |
3.6 |
1.3% |
- |
|
Tomorrow.io |
Data Platforms |
US |
4.2 |
3.6 |
1.3% |
4.0 |
|
|
|
|
|
|
|
|
|
Top 10 investments |
|
|
134.6 |
232.4 |
82.7% |
161.5 |
|
Other investments2 (16) |
|
|
62.4 |
27.4 |
9.7% |
40.0 |
|
Total investments |
|
|
197.0 |
259.8 |
92.4% |
201.5 |
|
Net current assets |
|
|
|
21.3 |
7.6% |
26.6 |
|
Net assets |
|
|
|
281.1 |
100.0% |
228.1 |
1 Includes the cost of new and follow-on investments less the cost of disposals, where relevant, made since 30 June 2024 of £4.5m in aggregate.
2 Prior year includes assets partially disposed of during the year to 30 June 2025.
Private portfolio
· The private portfolio, which comprises an increasing part of the Company's investments representing 96.4% of fair value and 89.1% of NAV, performed solidly, with its fair value closing the year at 155.8% vs. cost (162.8% excluding FX losses).
· In aggregate, the fair value of the private portfolio (excluding Voyager which went public during the year) increased 33.4% over the year.
· The private holdings continued to deliver on milestones and a number have seen substantial revenue growth leading to their management teams expecting them to become EBITDA profitable during CY25.
· Over the year, there were significant increases in the fair values of ICEYE (fair value vs. cost: 266%), driven by large contracts signed in the year and a move to a multiples-based valuation methodology, as well as Xona Space Systems (fair value vs. cost: 148%) and Skylo (fair value vs. cost: 156%), driven by new rounds raised at higher prices than the previous rounds.
· These gains more than offset fair value reductions experienced by other private portfolio companies, including Altitude Angel (fair value vs. cost: 9%) and PlanetWatchers (fair value vs. cost: 39%), both due to underperformance, as well as Opteran (fair value vs. cost: 0%) which has been fully written down to reflect the terms of its recent round.
Listed portfolio
· The listed portfolio, including Voyager, (19.2% of the portfolio by number of companies) represented just 3.3% of NAV and 3.6% of portfolio fair value at the end of the year (fair value vs. cost: 25.8%) following disposals through the year of both Astroscale and AST SpaceMobile.
· Within the listed portfolio, holdings acquired as part of the Initial Portfolio (as defined in the Glossary) at the time of the Company's IPO and which had listed as part of SPAC transactions have suffered poor price performance over the last several years (fair value vs. cost: 17.7%) compared to those holdings which had IPOs since they were acquired by the Company (fair value vs. cost: 103.4%).
· AST SpaceMobile (NASDAQ: ASTS; fair value vs. cost: 310%), Spire Global (NYSE: SPIR; fair value vs. cost: 25%) and Arqit (NASDAQ: ARQQ; fair value vs. cost: 11%) all experienced share price increases in the year as public market performance improved.
· Voyager went public on the New York Stock Exchange under the ticker VOYG on 11 June 2025. The IPO was priced at $31 per share, above its marketed range of $26-29, offering approximately 12.35m shares and raising around $382.8m. The listing drew strong institutional and retail demand.
Portfolio fundraising activity
· In aggregate, c.$2.1bn was raised by new and existing portfolio companies during the year (2024: c.$900m), including additional closes on rounds closed in the prior year, with over $390m (2024: over $540m) raised by privately-held portfolio companies and c.$1.7bn (2024: over $350m) by public portfolio companies.
· Of the 10 existing privately-held portfolio companies that raised new rounds in the year:
o 60% were led by or had significant participation from external investors (2024: 80%) demonstrating the attractiveness of those companies to new investors;
o 30% raised up rounds (2024: 40%) and 60% raised unpriced rounds (2024: 10% flat and 10% unpriced); and
o only 10% closed funding rounds at reduced valuations relative to their previous round (2024: 40%).
Portfolio cash runway
· The Company is satisfied with the cash position of the portfolio companies in aggregate and the success of the portfolio in accessing funding during the past year.
· 66% of the portfolio by fair value has a robust cash runway, with 58% fully funded based on latest projections from the companies' management teams and 8% funded for 12 months or more from 30 June 2025, including raises completed post period end (2024: 77% robust cash runway, 60% fully funded and 17% funded for 12 months or more).
· The management teams of six companies (five of which are top 10 holdings) are projecting that the companies are fully funded (2024: six, of which five were in the top 10 holdings).
· Nine companies representing 31% of the fair value of the portfolio have less than 12 months of cash runway (2024: five companies, 16% of fair value). These companies are executing measures to extend cash runway, including reducing cash burn, increasing their focus on government business development and grants to increase revenues and reducing costs to extend their cash runways (from 30 June 2025). The companies are actively fundraising, with several having closed new funding rounds post period, and, where appropriate, sale processes are under consideration.
· We note that it is not atypical for VC-backed companies to have less than 12 months cash runway. Most companies typically raise on c.18-month cycles. To date, SSIT's portfolio companies that have required additional financing to extend their cash runways have been able to raise the necessary funding.
· Excluding the fully funded companies, the remainder of the private portfolio has a fair value weighted average cash runway of nine months from 30 June 2025 (2024: 14).
Valuation policy
Overview
In respect of private company valuations, fair value is established by using recognised valuation methodologies, in accordance with the International Private Equity and Venture Capital Valuation ('IPEV') Guidelines. The Company has a valuation policy for unquoted securities to provide an objective, consistent and transparent basis for estimating their fair value in accordance with IFRS as well as the IPEV Guidelines. The unquoted securities valuation policy and the associated valuation procedures are subject to review on a regular basis, and updated, as appropriate, in line with industry best practice.
In summary, the Company determines fair value in accordance with the IPEV Guidelines by focusing on updating the enterprise value (for mature businesses with predictable recurring revenue, by applying a comparable multiples approach or, for less mature businesses, either through there being a new priced funding round or through a valuation recalibration exercise or adjustment for milestones) and then applying the implied equity value (based on adjustments for new debt, etc) to the company's capital structure (i.e. preference stack). In the event of commercial (or technical) underperformance of a portfolio company, a write down can then also be applied, typically in increments of 10% to 25%, to reduce fair value.
Quarterly valuation process
All valuations are considered on a quarterly basis, either through updating the comparables for mature businesses or calibrating against the price of the last priced funding round for less mature businesses, to ensure this price remains reasonable, looking at private and public comparatives, company performance and/or whether the company has achieved or missed any expected key milestones. The latter valuation methodology is described as 'calibrated price of recent investment'. Should the calibration indicate that the price of the last priced funding round was no longer reasonable, a discount or premium would be applied to the price, typically in 10% to 25% increments, to reduce or increase fair value.
Recalibration event
In addition, for the material portfolio companies that are not yet mature and (a) whose last priced funding rounds took place more than 12 months earlier or (b) which had experienced a significant milestone event or material under or overperformance during the relevant quarter (each a 'recalibration event'), the Company undertakes a recalibration across a greater number of datapoints. This process entails assessing the enterprise value following the last priced funding round against a composite of four elements: observable market data for the company (where possible), recent relevant private investment transactions, public market valuations of comparable companies and the company's internal metrics and performance. This exercise is conducted when a recalibration event occurs and every quarter thereafter until a new priced funding round is completed. In situations where a recalibration is performed, the valuation methodology is described as 'recalibrated enterprise value'.
Portfolio fair value
Portfolio valuation methodologies
All but three portfolio companies representing 86.2% of the portfolio by fair value are valued using either available market price, comparable multiples, a calibrated price of recent investment less than six months old or an enterprise value ('EV') that has been recalibrated in the last six months using the extended process associated with a recalibration event as explained under the 'Valuation policy' section above.
As explained in the 'Investment Manager's report', the valuation methodology for ICEYE and HawkEye 360 changed from recalibrated enterprise value to comparable multiples due to the maturity of the companies. This has resulted in a significant uplift to ICEYE's enterprise value, which has in turn boosted ICEYE's fair value, and only very modest change to both HawkEye 360's enterprise value and fair value.
Top 10 holdings' EV recalibrations
Changes in EV relate to either new funding rounds or adjustments from quarterly valuation recalibration exercises. On a fair value weighted basis, the EV of the holdings in the top 10 increased 60.7%.
Quarterly valuation changes in the three months ended 30 June 2025
· During the quarter ended 30 June 2025, the portfolio fair value increased by £37.1m, increasing fair value to 131.9% vs. cost (136.5% excluding FX losses).
· £9.0m in unrealised FX losses and disposals of £9.0m were offset by an unrealised fair value increase of £48.4m, a £3.7m realised fair value gain and additions of £3.0m.
· Fair value increases during the quarter at ICEYE, Xona Space Systems and Arqit offset FX losses and fair value adjustments at Opteran, Altitude Angel and QuadSAT.
Performance of the Company
Year ended 30 June 2025
Portfolio Attribution
· £4.1m in new investments and £10.2m of follow-ons more than offset £12.5m in proceeds from disposals in the year.
· Increase in unrealised fair value of £66.2m and £2.7m of realised fair value gain more than offset £12.3m of FX losses during the year.
· £259.8m fair value of portfolio at the end of the year.
· 2720bps increase in closing portfolio fair value vs. portfolio cost, including FX movements.
NAV
· NAV increased 23.2% over the year to £281.1m (30 June 2024: £228.1m).
· The portfolio fair value (including FX movements) increased by £58.3m over the year (2024: £14.1m).
· £0.4m was received in dividend income from a dividend paid by Voyager ahead of its IPO.
· The NAV per share increased from 96.18p to 118.52p over the year.
· £21.5m liquid resources (7.7% of NAV) at 30 June 2025 (30 June 2024: £27.0m, 11.8% of NAV).
The Company is targeting an annualised total return on the Company's portfolio of at least 20% over the long term. The Company has no formal benchmark index but has tracked its NAV per share and share price movements against the following the indices for reference.
· MSCI World Aerospace and Defense Index (£) - a significant proportion of portfolio companies' revenues are derived from the broader aerospace and defence industry and/or have governments as significant customers.
· MSCI World Climate Change Index (£) - a significant proportion of portfolio companies' revenues are derived from climate change products and services.
· FTSE All-Share Index (£) - the Company is listed on the London Stock Exchange.
· NASDAQ (£) - the Company invests in SpaceTech, a subset of the broader technology market, and two of its listed holdings are listed on NASDAQ.
· Dow Jones Global Technology Index (£) - the Company invests globally in SpaceTech, a subset of the broader technology market.
· S&P Kensho Space Index (£) - the Company invests globally in SpaceTech, a subset of the broader space sector.
· Goldman Sachs Future Tech Leaders Equity ETF (£) - the Company invests globally in SpaceTech, a subset of the broader technology market.
Longer term performance
The tables below show how an investment in the Company has performed since IPO compared to its underlying net asset value.
Cumulative performance Discrete yearly performance
Period to 30-Jun-25 |
3 months |
6 months |
1 year |
3 years |
Since launch |
|
12 months to |
30-Jun-25 |
30-Jun-24 |
30-Jun-23 |
NAV per share |
17.6% |
17.3% |
23.2% |
18.6% |
20.7% |
|
NAV per share |
23.2% |
(2.6)% |
(7.1)% |
Share price |
55.1% |
57.4% |
56.8% |
61.5% |
(14.4)% |
|
Share price |
56.8% |
102.2% |
(49.1)% |
Outlook
The prospects for the portfolio as a whole look promising for the year ahead. Market conditions are expected to remain favourable, which should naturally lead to more sustained growth and greater visibility on the pathway to profitability for key holdings.
For the best-performing companies, this could present opportunities for IPOs. Additionally, given the growth in defence budgets, we anticipate potential market consolidation through M&A, with incumbents looking to bolster their positions through acquisitions and emerging category leaders seeking greater scale by merging with peers.
With multiple of the Company's larger holdings now either already profitable or approaching breakeven, and with the portfolio well capitalised after another year of strong fundraising, we believe that the Company's cash reserves, combined with potential liquidity from listed holdings, should be sufficient to selectively support the anticipated funding needs of the portfolio for the year ahead.
With the portfolio currently comprising direct holdings in 25 companies, we expect to be primarily focused on supporting the existing portfolio, pending a major liquidity event within the portfolio or an additional capital raise by the Company itself.
Mark Boggett
CEO
Seraphim Space Manager LLP
Investment Manager
17 October 2025
Top 10 Investments
|
ICEYE |
D-Orbit |
ALL.SPACE |
HawkEye 360 |
LeoLabs |
|||||||
Web |
||||||||||||
HQ |
Finland |
Italy |
UK |
US |
US |
|||||||
Taxonomy |
Platform / Earth Observation |
Launch / In-orbit Services |
Downlink / Ground Terminals |
Platform / Earth Observation |
Product / Data Platforms |
|||||||
Status |
Private / Unicorn |
Private / Soonicorn |
Private / Minicorn |
Private / Unicorn |
Private / Minicorn |
|||||||
Stake category |
>5-10% |
>5-10% |
>10-15% |
0-5% |
0-5% |
|||||||
Fair value vs. cost |
266% |
288% |
100% |
110% |
103% |
|||||||
Valuation method |
Comparable multiples |
Recalibrated enterprise value |
Calibrated price of recent investment |
Comparable multiples |
Calibrated price of recent investment |
|||||||
Description |
ICEYE operates the world's first and largest constellation of miniaturised satellites that use radar to image the earth both during day and night, even through cloud. ICEYE's radar technology has the ability to monitor change in near real-time. |
D-Orbit is the market leader in the space logistics and orbital transportation services industry. |
ALL.SPACE is aiming to create a mesh network of satellite connectivity by developing an antenna capable of connecting to any satellite in any constellation in any orbit. |
HawkEye 360 operates the world's largest satellite constellation collecting radio frequency signals to identify and geolocate previously invisible activities. |
LeoLabs is providing a mapping service for space by deploying a network of ground-based antennas capable of detecting objects as small as 2cm as far as 1,000km away. |
|||||||
Total estimated long-term addressable market |
$10bn+ |
$1-5bn |
$10bn+ |
$10bn+ |
$1-5bn |
|||||||
Key sectors addressed |
Insurance, defence, climate |
Space logistics, datacentres |
Communications, defence, transport |
Maritime, defence |
Space, insurance, defence |
|||||||
Principal UN SDG alignment:
|
13, 11, 2
|
9, 11
|
9, 8, 10
|
9, 16, 8
|
9, 16, 17
|
|||||||
|
|
SatVu |
Xona Space Systems |
Skylo |
Zeno |
Tomorrow.io |
|
|||||
|
Web |
|
||||||||||
|
HQ |
UK |
US |
US |
US |
US |
|
|||||
|
Taxonomy |
Platform / Earth Observation |
Platform / Navigation |
Downlink / Satcoms |
Beyond Earth / Space Infrastructure |
Platform / Data Platforms |
|
|||||
|
Status |
Private / Minicorn |
Private / Minicorn |
Private / Minicorn |
Private / Minicorn |
Private / Soonicorn |
|
|||||
|
Stake category |
>10-15% |
>5-10% |
0-5% |
0-5% |
0-5% |
|
|||||
|
Fair value vs. cost |
160% |
148% |
156% |
90% |
86% |
|
|||||
|
Valuation method |
Calibrated price of recent investment |
Calibrated price of recent investment |
Calibrated price of recent investment |
Calibrated price of recent investment |
Recalibrated enterprise value |
|
|||||
|
Description |
SatVu is aiming to monitor the heat signatures of any building on the planet in near real time to determine valuable insights into economic activity, energy efficiency and carbon footprint. |
Xona Space Systems is developing a next-generation GPS satellite constellation for more secure and precise position and timing. |
Skylo provides seamless satellite connectivity to mobile phones and Internet-of-Things endpoints. Consumers can access emergency services, send messages, use messaging apps and more from any place on earth. Skylo has partnerships with some of the largest technology and mobile network operators globally including Google, Verizon and Deutsche Telekom.
|
Zeno is revolutionising long-duration power with next-generation radioisotope power systems. Its units provide compact, reliable energy for the most extreme and remote environments, from the ocean floor to deep space. By innovating in the radioisotope fuel source, Zeno has dramatically reduced size and cost, enabling production at a tenth of the cost of incumbent systems.
|
Tomorrow.io is powering actionable weather insights around the world. The company's mission is to help countries, businesses and individuals better manage their weather-related challenges with the best information and insights. |
|
|||||
|
Total estimated long term addressable market
|
$1-5bn |
$10bn+ |
$10bn+ |
$1-5bn |
$30bn+ |
|
|||||
|
Key sectors addressed
|
Energy, property, defence, climate |
Transport, defence, logistics |
Autonomous driving, communications, logistics, satellite ground segment |
Maritime, government defence, energy, lunar |
Logistics, aviation, maritime, government civil, government defence |
|
|||||
|
Principal UN SDG alignment:
|
7, 11, 13
|
8, 9, 11
|
9
|
9,11 |
9,14,15 |
|
|||||
Responsible Investment
'The Investment Manager continues to believe in the long-term benefit of the portfolio and the wider space industry delivering positive sustainability impacts.'
Sarah Shackleton
COO, Seraphim Space
The Company is focused on being a responsible investor and taking into consideration environmental, social and governance ('ESG') factors.
The Investment Manager is a signatory to the Principles of Responsible Investment, the UN-supported network of investors dedicated to promoting sustainable investment through incorporating ESG factors into their investment and ownership decisions (the 'UN PRI').
Responsible Investment Policy
The Investment Manager's Responsible Investment Policy, which has been adopted by the Company, may be found at https://seraphim.vc/esg/. The Investment Manager reviews and updates its Responsible Investment Policy as necessary to reflect emerging regulations and best practices.
The Directors and Investment Manager believe that ensuring robust assessment of ESG-related risks and opportunities as part of the investment analysis and decision-making processes leads to investment in more robust businesses, ultimately creating long term, sustainable value.
Potential Sustainability Impact
The Investment Manager believes that the portfolio companies' contribution to the United Nations Sustainable Development Goals (the 'SDGs') and their underlying targets is a key factor in the delivery of sustainability impact by the portfolio and, as such, consideration of the SDGs is an integral part of Seraphim Space's decision-making process. Each portfolio company contributes to at least one SDG, and every SDG is addressed by at least one portfolio company. SDG 9 (innovation/infrastructure) is, unsurprisingly, the most common SDG, with 24 portfolio companies contributing to it.
Seraphim Space is represented on the Advisory Board of the Space Sustainability Principles by the Earth & Space Sustainability Initiative ('ESSI')[2].
Ownership and ESG reporting
Seraphim Space works with the shareholders, boards and management teams of portfolio companies to help them achieve sustainability impacts and mitigate ESG risks. During the year, it helped portfolio companies, predominantly with improving board and senior management diversity.
In situations where a portfolio company fails to address adequately any significant risks identified at investment, Seraphim Space will take this into consideration when assessing follow-on investment opportunities into the company.
Objective Reporting Metrics for ESG Factors
Percentage of desired measures1 in place across the portfolio2 to manage ESG risk 77% (30 June 2024: 77%) |
Proportion of the active3 portfolio with a founder who identifies as female or from an ethnic minority 24% (30 June 2024: 25%)
|
|
|
Senior management identifying as female or from an ethnic minority within the portfolio2 15% (30 June 2024: 25%) |
Seraphim Space staff identifying as female / from an ethnic minority 44% / 19% (30 June 2024: 47% / 13%) |
|
|
Average portfolio company headcount growth2 (30 June 2024: 11%) |
Percentage of energy consumption that is renewable2 49% (30 June 2024: 20%) |
|
|
1 Desired measures as explained under 'ESG Governance and Risk Management'. Source: Portfolio company data.
2 Fair value weighted average (as defined in the Glossary) of the holdings providing information (which represented 93% of the fair value as at 30 June 2025 and 93% of the fair value as at 30 June 2024). Source: Portfolio company data.
3 Active portfolio excludes the holding in Seraphim Space Ventures II LP.
93% of the portfolio by fair value as at 30 June 2025 (2024: 93%) provided the above data, with the remaining 7% (2024: 7%) comprised of Seraphim Space Ventures II LP, listed portfolio companies or private companies where SSIT had no information rights.
ESG governance and risk management
The Investment Manager allocates points (up to a maximum of 15) to private portfolio companies based on the number of measures that it would like to see and which they have in place to manage ESG risk, including frequency of discussion of such topics by the board and the policies and processes to assess and mitigate such risks. On a fair value weighted average basis, 77% of the desired measures were in place across the portfolio as at 30 June 2025 (in line with 77% at the prior year end), as companies continue to engage on ESG and risk matters, driven by shareholder influence and general market adoption.
Diversity
A growing body of evidence suggests that diverse teams outperform less diverse teams. A McKinsey study from December 2023 found that companies in the top quartile for gender or ethnic diversity are 39% more likely to achieve financial outperformance compared to those in the bottom quartile[3]. Forbes outlines the outperformance of diverse teams, explaining that companies with at least one female or ethnically diverse founder generate over 60% in business value[4]. The SSIT active portfolio (excluding Seraphim Space Ventures II LP) includes six companies (24%) with a diverse founder (i.e. one that identifies as female or from an ethnic minority) (2024: six, 25%).
Compared to the diversity information outlined in the BVCA and Level 20 Diversity in UK Private Equity and Venture Capital 2025 Report, as at 30 June 2025, Seraphim Space generally outperformed the market in overall female representation, but lagged slightly in terms of ethnic minority representation.
Job creation
As portfolio companies continue to access funding and continue to deliver against milestones, they also drive job creation. On a fair value weighted average basis, headcount grew 12% in the 12 months to 30 June 2025 (compared to 11% in the prior year).
Carbon emissions/energy reduction
In 2025, Seraphim Space conducted its second carbon footprint assessment, validated by One Carbon World Ltd. This assessment encompassed all activities under Seraphim Space's operational control, including Scopes 1, 2 and partial Scope 3, as outlined in The Greenhouse Gas Protocol: A Corporate Accounting and Reporting Standard (Revised Edition) (the 'Protocol').
The Protocol aligns with international standards ISO 14064 and PAS 2060. During the measurement period from 1 April 2024 to 31 March 2025, Seraphim Space's greenhouse gas emissions were recorded at 258.03 tCO2e (2024: 262.51 tCO2e). To achieve carbon neutrality for this period, the Investment Manager balanced all emissions by retiring 259 tCO2e through Verified Emission Reductions from tree planting in South America or Certified Emissions Reductions from UN projects in developing countries. The carbon neutrality of the Investment Manager's activities has been achieved in accordance with the One Carbon World Carbon Neutral International Standard.
Given the fact that the private portfolio companies are relatively early in their life, a number are not yet measuring energy consumption, and Scope 1/2 and 3 carbon emissions are only measured by five and four private portfolio companies respectively (in line with the prior year). On a fair value weighted average basis, 49% of energy consumption is renewable (up from 20% in the prior year).
Business Review
Business Model
SSIT is the world's first and only listed SpaceTech fund providing public access to private SpaceTech businesses.
The Company carries on business as an investment trust, which is a form of a collective investment vehicle constituted as a closed-ended public limited company. The Company's shares are traded on the London Stock Exchange's main market.
The Company has no employees. It is managed by the Board, comprising four independent non-executive Directors who are responsible for the overall stewardship and governance of the Company. The management of the Company's investments in accordance with its investment objective and policy is delegated to the Investment Manager and the Company's other day-to-day functions, including administrative, financial and share registration services, are carried out by duly appointed service providers. The Board oversees the activities and performance of the Investment Manager and other key service providers.
Investment Strategy
The Company provides investors with exposure to nascent SpaceTech companies, being businesses which rely on space-based connectivity or precision, navigation and timing signals, or whose technology or services are already addressing, originally derived from or of potential benefit to the space sector. These businesses comprise companies providing the SpaceTech infrastructure for collecting and communicating data, principally via satellites, as well as companies with the technology that facilitates the exploitation of this data for terrestrial applications in areas such as climate, communications, mobility and security (including cyber security).
Investment Objective
The Company's objective is to generate capital growth over the long term through investment in a diversified, international portfolio of predominantly early and growth stage unquoted SpaceTech businesses with the potential to dominate globally.
Investment Policy
The Company seeks exposure to early and growth stage privately financed SpaceTech businesses, acquiring primarily minority holdings. The Company intends to realise long-term value through exiting its investments over time.
The Company invests internationally with a view to maintaining a diversified portfolio primarily located in the US, UK and continental Europe. The Company's portfolio is expected to comprise 20 to 50 holdings. The Company will at all times invest and manage the portfolio in a manner consistent with spreading investment risk.
Investments are mainly in the form of equity and equity-related instruments although the Company may invest in a range of financial instruments including, without limit, securities, derivatives, warrants, options, futures, convertible bonds, convertible loan notes, convertible loan stocks or convertible preferred equity. The Company may also on occasion invest in other debt-based investments not referred to above, including, without limit, loan stock, payment-in kind instruments and shareholder loans. In addition to participating in new issues, the Company may also undertake secondary transactions that involve the acquisition of existing stakes.
The Company may invest in companies, as well as other forms of legal entity, including partnerships and limited liability partnerships. The Company may acquire investments directly or by way of holdings in special purpose vehicles, intermediate holding entities or other structures. The Company will not invest in other listed closed-ended investment funds.
Investment restrictions
The Company will invest and manage its assets with the objective of spreading risk through the following investment restrictions:
· other than the ability for the aggregate value of the Company's holding in one single portfolio company or other entity to represent up to 20% of gross asset value, the aggregate value of the Company's holding in any other single portfolio company or other entity will represent no more than 15% of gross asset value; and
· the Company's aggregate investment in publicly quoted companies will represent no more than 30% of gross asset value.
The Company will generally only invest in publicly quoted companies that constituted part of the Initial Portfolio or the Retained Assets or in circumstances where it has already made an initial investment prior to the portfolio company's initial public offering. However, the Company may invest up to 5% of gross asset value in aggregate in publicly quoted companies that do not constitute part of the Initial Portfolio or the Retained Assets or in which it has not already made an initial investment prior to an initial public offering. For the avoidance of doubt, any process by which an unlisted investment of the Company becomes listed shall be deemed not to be a new investment by the Company.
Each of the restrictions referred to above is calculated at the time of investment. The Company will not be required to dispose of any investment or to rebalance the portfolio as a result of a change in the respective valuations of its assets.
Hedging and derivatives
Save for investments made using equity-related instruments as described above, the Company will not employ derivatives of any kind for investment purposes other than to potentially hedge downside risk on a quoted portfolio company for specific reasons, such as where the Company is subject to lock-up provisions. Derivatives may be used for currency hedging purposes (note: no derivatives have been used to date).
Borrowings
Although the Company does not intend to use structural gearing with a view to enhancing returns on investments, the Company may, from time to time, use borrowings for the purpose of bridging investments, managing its working capital requirements and efficient portfolio management purposes. Borrowings will not exceed 10% of NAV, calculated at the time of drawdown of the relevant borrowings.
Cash management
The Company may hold cash on deposit and may invest in cash equivalent investments, which may include short-term investments in money market-type funds and tradeable debt securities ('Cash and Cash Equivalents'). There is no restriction on the amount of Cash or Cash Equivalents that the Company may hold or where it is held.
Cash and Cash Equivalents will be held with approved counterparties and in line with prudent cash management guidelines agreed between the Board and the Investment Manager.
The Company will hold sufficient Cash or Cash Equivalents for the purpose of making follow-on investments in accordance with the Company's investment policy and to manage the working capital requirements of the Company.
Target Returns and Dividend Policy
The Directors intend to manage the Company's affairs to achieve shareholder returns through capital growth rather than income.
The Company has no formal benchmark. However, the Company targets an annualised total return on the Company's portfolio of at least 20% over the long term (adjusted for any dividends paid or share buy-backs by the Company). This is a target only and reflects the Investment Manager's expectations of the potential returns that can be generated by investing in a portfolio of early and growth stage private SpaceTech companies which have the potential to generate substantial returns for their shareholders over the long term whilst recognising that not all portfolio companies will achieve their potential and that some may fail in their entirety. This should not be taken as an indication of the Company's expected future performance, return or results over any period and does not constitute a profit forecast. The actual return generated by the Company over any period will depend on a wide range of factors, including, but not limited to, the terms of the investments made, the performance of its portfolio companies, general macroeconomic conditions and fluctuations in currency exchange rates.
As the Company's priority is to produce capital growth over the long term, it has no dividend target and will not seek to provide shareholders with a particular level of distribution. However, the Company intends to comply with the requirements for maintaining investment trust status for the purposes of section 1158 of the Corporation Tax Act 2010 regarding distributable income. Therefore, in accordance with regulation 19 of the Investment Trust (Approved Company) (Tax) Regulations 2011, the Company will not (except to the extent permitted by those regulations) retain more than 15% of its income (as calculated for UK tax purposes) in respect of each accounting period and any excess will be distributed in the form of a final dividend.
Share Rating Management
The Board recognises the need to address any sustained and significant imbalance of buyers and sellers which might otherwise lead to the ordinary shares trading at a material discount or premium to their NAV.
The Board has not adopted any formal discount or premium targets which would dictate the point at which the Company would seek to buy back or issue ordinary shares. However, the Board is committed to utilising its share buy-back and issuance authorities where appropriate in such a way as to mitigate the effects of any such imbalance. In considering whether buy-back or issuance might be appropriate in any particular set of circumstances, the Board will take into account, amongst other things, prevailing market conditions, (in the case of buy-backs) the level of the Company's discount relative to those of other listed investment companies investing mainly in private companies, the cash resources readily available to the Company, the Company's immediate pipeline of investment opportunities, the level of the Company's borrowings (if any), the Company's working capital requirements and the degree of NAV accretion that will result from the buy-back or issuance, and, in the case of buy-backs, whether higher returns could be made from investing capital than buying back ordinary shares.
The Board will keep shareholders informed, on a regular and ongoing basis, of the approach which it has adopted to share rating management, principally through commentary in the Company's Annual and Interim Reports.
Key Performance Indicators
The Board uses a number of performance measures to assess the Company's success in meeting its strategic objectives. The key performance indicators ('KPIs') (also referred to as alternative performance measures) are:
· the movement in NAV per share (as the Company does not pay dividends, this is the same as the NAV total return per share);
· the movement in the share price (as the Company does not pay dividends, this is the same as the total shareholder return);
· the premium/discount of the share price to the NAV per share;
· ongoing charges; and
· the portfolio fair value vs. cost.
The first four KPIs are established industry measures. Having regard to the Company's target return, we believe that, at this stage in the Company's life, the portfolio fair value vs. cost is an appropriate KPI to measure the portfolio's performance. The KPIs have not changed from the prior year.
Due to the unique nature of the Company's investment strategy, there are no direct listed competitors or directly comparable indices. Consequently, we do not consider that there is a relevant external comparison against which to assess the KPIs and, as such, performance against the KPIs is considered on an absolute basis.
An explanation of the KPIs can be found in the Alternative Performance Measures section below. The KPIs for the year ended 30 June 2025 (and the prior year) are shown above. Additional comments on the performance of the Company during the year are provided in the Chair's Statement and Investment Manager's Report above.
Environmental, Social and Governance Matters
Socially responsible investment
The Board has endorsed the Investment Manager's Responsible Investment Policy, which seeks to ensure that the Investment Manager's management of SSIT's investments takes account of environmental, social, governance and ethical factors, where appropriate. However, the Company does not have explicit sustainability investment objectives or policies and does not, and will not seek to, apply a sustainability label under the FCA's UK Sustainability Disclosure Requirements and investment labels regime.
The Investment Manager actively engages with portfolio companies on ESG factors and often has a participation role at board level with such companies, helping to guide their governance policies. Details of the Investment Manager's Responsible Investment Policy are included below.
Environment
As an investment company with all its activities outsourced to third parties, the Company does not have any physical assets, property, employees or operations of its own and, therefore, the Company's own direct environmental impact is minimal. The Company has no greenhouse gas emissions to report from its operations, nor does it have responsibility for any other emissions producing sources under the Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Reporting) Regulations 2018. For the same reasons, the Company considers itself to be a low energy user (i.e. it used less than 40,000kWh of energy in the reporting period) for the purpose of Streamlined Energy and Carbon Reporting and, therefore, is not required to disclose energy and carbon information.
As an investment company, SSIT is exempt from the FCA's UK Listing Rules requirement to report against the Taskforce for Climate-related Financial Disclosures framework.
A key focus of the Investment Manager's Responsible Investment Policy, and its engagement with portfolio companies, is on their management of environmental risks, particularly those associated with climate change, and their ability to develop products and services that help address climate change impacts.
Employees, human rights and community issues
The Board recognises the requirement under section 414C of the Companies Act 2006 to provide information about employees, human rights and community issues, including information in respect of any of its policies in relation to these matters and their effectiveness. This requirement does not apply to SSIT as it has no employees, all of the Directors are non‑executive and it has outsourced all of its functions to third-party service providers. Consequently, SSIT has not reported further in respect of this requirement.
Modern slavery
The Company does not provide goods or services in the normal course of business and, as an investment company, does not have customers. Consequently, the Directors do not consider that the Company is required to make a statement under the Modern Slavery Act 2015 in relation to slavery or human trafficking.
Diversity
The Board and Investment Manager strongly believe that having diversity in professional skills, experience, identity and cognitive thought has significant benefits when making decisions.
The Board's diversity policy is set out on the Corporate Governance Report. The Board currently comprises four independent Directors appointed on merit-based qualifications. The professional skills and experience which the current members of the Board bring to SSIT's leadership are described below. Currently, the Board has 75% female representation (greater than the FCA's target for listed companies of 40%) and the Senior Independent Director (Sue Inglis) is also female (in line with the FCA's target for listed companies of one senior position being held by a woman). The Board does not currently have at least one member from a minority ethnic background (contrary to the FCA's target for listed companies). For the reasons set out in its Report, the Remuneration and Nomination Committee concluded, in its annual review of the Board composition, that recruitment of a Director solely to meet the ethnic diversity target was not appropriate for the time being but agreed that this will be a key consideration for future appointments.
The Investment Manager (together with its affiliates) has a diverse employee base (currently, 44% female and 19% from ethnic minority backgrounds) and continues to dedicate recruiting resources to increasing its diversity across all positions and levels.
Integrity and business ethics
We have a zero-tolerance policy in relation to business ethics and tax evasion. As the Company's operations are delegated to third-party service providers, as part of the annual evaluation of the Investment Manager, Administrator and other key service providers, we seek confirmation that (a) adequate safeguards are in place in keeping with the Bribery Act 2010, the Criminal Finances Act 2017 and the sanctions element of the Economic Crime (Transparency and Enforcement) Act 2022 to protect against any such potentially illegal behaviour by employees or agents and (b) a zero-tolerance policy towards the provision of illegal services is maintained, together with details of the safeguards.
Risk and Risk Management
Risk appetite
The Board is ultimately responsible for defining the level and type of risk that the Company considers appropriate, ensuring it remains in line with the Company's investment objective and investment policy which set out the key components of its risk appetite. The Company's risk appetite is considered in light of the principal and emerging risks that the Company faces.
Risk management
The Board, through the Audit Committee, has established, in conjunction with the Investment Manager and Administrator, an ongoing process that is designed to identify, manage and mitigate on a timely basis both the principal and emerging risks inherent to the Company's business and activities.
The risk management process includes undertaking, at least half-yearly, a robust assessment of the principal and emerging investment, financial, regulatory and operational risks facing the Company. Particular attention is given to those risks that might threaten the long-term viability of the Company and identified key risks are recorded in the Company's risk matrix, which, in the case of each risk, assesses the likelihood of it occurring and its potential impact, the controls in place to mitigate it, the effectiveness of those controls and the residual likelihood of it occurring and the residual potential impact.
Further information on the Company's risk management and internal controls can be found in the Corporate Governance Report.
Principal risks and uncertainties
Based on the Company's risk matrix, the principal risks and uncertainties faced by the Company are those listed in the table below, which also summarises the potential impact of those risks and the controls in place to mitigate them. During the year the Board reviewed and concluded that the risks faced by the Company are consistent with those faced in the previous year, and also added a new emerging risk: portfolio concentration.
Risk |
Potential impacts |
Mitigation/controls |
1. Portfolio company performance Risk that portfolio companies, being predominantly early and growth stage private companies which may lack breadth and depth of management team and capital and have a higher risk profile than larger, more established companies, are unable to commercialise their technology, products, business concepts or services and/or otherwise fail to achieve their business objectives |
· Reduction in a portfolio company's valuation, potentially resulting in 100% write-off · Adverse impact on SSIT's ability to realise the investment at a reasonable price (or at all) and/or in a timely manner · Reduced NAV and shareholder returns |
· The Investment Manager has extensive experience of investing into and supporting early and growth stage businesses, and it provides support to, and has experience of improving, portfolio company management teams and changing them if necessary · As companies grow and develop, their management teams tend to also expand to manage the growth · The Investment Manager actively engages with portfolio companies, including, in many cases, by way of board representation or observer status · The Investment Manager has a rigorous investment process that is designed to identify and manage risks · A third-party technical due diligence provider is engaged prior to every material investment to assess the technological and market opportunity · The Investment Manager monitors progress against critical milestones, with the aim of supporting portfolio companies with changes in strategy where progress is not as anticipated · SSIT's investment strategy is to ensure sufficient diversification within its portfolio by investing in a range of companies at different stages in their lifecycle and across a range of sub- sectors and geographies, and to syndicate investments with other investors to ensure portfolio companies are well capitalised · The Investment Manager provides a detailed update at each scheduled Board meeting (and more frequently, if required), including information on investment environment, portfolio performance, specific factors affecting portfolio companies (individually or collectively), transactions, investment pipeline and cash flow forecasts
|
2. Liquidity Risk that SSIT has insufficient liquid resources to participate in subsequent funding rounds by portfolio companies or make new investments |
· Dilution of SSIT's holdings in existing portfolio companies · Reduced portfolio valuation · Reduced NAV and shareholder returns · Reputational damage |
· The Investment Manager monitors the cash runways of portfolio companies and maintains cash flow projections based on its assessment of return potential, timing and scale of potential funding rounds, the ability of others in portfolio company syndicates to support funding rounds, the availability of new investment opportunities and SSIT's projected operating costs in order to manage SSIT's ability to participate in forthcoming funding rounds · Cash flow forecasts are reviewed regularly by the Board · During the year, the Company realised some of its listed holdings for cash that can be used for investment in existing or new portfolio companies · Portfolio companies have a track record of raising significant capital to meet their funding requirements from other internal and external investors
|
3. Valuation Risk that estimates, assumptions and judgements used in valuing SSIT's investments in private companies lead to a material misstatement of the valuations and, consequently, of SSIT's NAV |
· Reputational damage · Reduced NAV and shareholder returns · Reduced demand for SSIT's shares · Reduced liquidity in SSIT's share trading · Increase in share price discount |
· Valuations are prepared in accordance with the IPEV Valuation Guidelines and the Investment Manager's valuation policy, which has been formally reviewed by the Board and commented upon by the Company's Auditor and is consistently applied · The Audit Committee meets with the Investment Manager at special meetings solely to consider the quarterly valuations, giving the Audit Committee an opportunity to challenge the valuations and to request further information before the valuations are approved
· SSIT's external Auditor reviews the valuations and methodology and typically attends ad hoc Audit Committee meetings when interim and year end valuations are presented and discussed by the Investment Manager as part of their annual audit review procedures |
4. Realisation Risk that, as SSIT's private company investments are illiquid and its investments may have restrictions on sale or transfer of shares, SSIT may be unable to realise investments at short notice or at all and/or the price achieved on any realisation may be at a material discount to the prevailing valuation |
· Reduced NAV and shareholder returns |
· SSIT's investment strategy is to hold investments for the long term in order to deliver capital growth, SSIT has no debt, dividend or buy-back obligations, it does not have a fixed life and it manages its liquidity to pay its operating costs as they fall due, so there is no pressure to realise investments · As set out opposite 'Valuation' above, SSIT has a robust and consistent valuation process |
5. Macroeconomic Risk that the performance and business continuity of portfolio companies may be materially adversely affected by geopolitical risks, including conflict a pandemic/epidemic, climate change and/or other macroeconomic conditions, including, interest rate rises and inflation |
· Significant widescale disruption impacting businesses generally · Adverse impact on global markets and investor sentiment · Reduced portfolio valuations · Reduced NAV and shareholder returns · Reduced liquidity in SSIT's share trading · Increase in share price discount · SSIT's and portfolio companies' access to additional capital constrained |
· The Investment Manager completes extensive due diligence procedures prior to investment and, on an ongoing basis, monitors and works closely with portfolio companies to provide advice and experience in dealing with adverse macroeconomic conditions and disruptive events · During the year, macroeconomic conditions continued to impact the Company, but the degree of the impact has reduced, and some geopolitical events have improved the outlook for the SpaceTech sector given significant increases to defence spend |
6. Foreign exchange Risk that FX movements materially adversely affect the value of investments made in currencies other than Sterling |
· Reduced NAV and shareholder returns |
· SSIT invests globally and has exposure to several non-Sterling currencies, providing some FX risk diversification · Whilst it is not currently SSIT's policy to actively manage FX risk, the Investment Manager monitors FX rates and may, in consultation with the Board and SSIT's corporate brokers, explore mitigating options · The Company has engaged a provider who has demonstrated a track record of favourable rates for FX spot trades |
7. Investment return Risk that SSIT fails to achieve its investment objective and provide a satisfactory investment return |
• Reduced demand for SSIT's shares • Reduced liquidity in SSIT's share trading • Increase in share price discount |
• The returns on SSIT's private company investments are the principal drivers of the overall investment return; as set out in other risks, in particular, 'Portfolio company performance', 'Liquidity' and 'Realisation' above, there are robust controls in place to mitigate the principal risks associated with such investments • The Board conducts a rigorous strategy review annually |
8. Discount Risk that SSIT's shares trade at a material discount to NAV as a result of an imbalance between buyers and sellers which may occur for a wide variety of reasons |
• Reduced liquidity in SSIT's share trading • Reduced shareholder return • Discount may attract short-term investors with return aspirations materially different to SSIT's investors supportive of its long-term strategy • SSIT's access to additional capital constrained |
• The Board, the Investment Manager and SSIT's corporate brokers monitor the SSIT share price discount (and premium) on an ongoing basis and movements in the share register on a regular basis, taking into account broader market conditions • Proactive investor communication and engagement by the Board, the Investment Manager and SSIT's corporate brokers to enhance investors' understanding of SSIT, its strategy, associated risks and potential returns • Shareholders are encouraged to engage freely with the Board on matters that are of concern to them so that the Board can understand their views and concerns and consider them in its discussions and decision-making • SSIT has authorities in place to buy back shares, which the Board may use when deemed to be in the best interests of shareholders as a whole (further information on discount management is set out under 'Share Rating Management')
|
9. Key persons Risk that one or more of Mark Boggett, James Bruegger and Rob Desborough (key members of the Investment Manager's team at the time of IPO) cease to be actively engaged in the management of SSIT's portfolio
|
• Adverse impact on SSIT's ability to implement its investment strategy • Reduced NAV and shareholder returns |
• The Investment Manager has controls and incentives in regard to key person retention, including annual profit share, share of any performance fee payable by SSIT and succession planning • The Investment Manager's recruitment and appointments since SSIT's IPO have added further depth to its team • The Investment Management Agreement may be terminated by SSIT if a key person leaves the Investment Manager and is not replaced by (a) person(s) of equal or satisfactory standing within a specified timeframe |
10. Portfolio concentration Risk that the performance and valuations of a few companies leads to concentration risk in the portfolio |
• Performance of the Company is linked to a small number of portfolio companies |
• The Company cannot invest more than 20% of NAV into any one portfolio company at the time of investment • There is a growing secondary market in the SpaceTech sector, which the Investment Manager can consider if it feels that the concentration of any portfolio company poses a too large a risk to the Company • Portfolio companies posing portfolio concentration risk are likely to be the larger and more mature companies in SSIT's portfolio and are more likely to be planning for future IPOs and, in the meantime, secondary market activity in their shares is likely to be more active |
Emerging risks
Following consideration of the investment, financial, regulatory and operational risks facing the Company, the Board concluded that there was one emerging risk facing the Company that required to be added to the principal risks and uncertainties: portfolio concentration.
Longer-term Viability
As required by the AIC Code, the Directors have assessed the prospects of the Company over a longer period than 12 months from the approval of these financial statements The Board, with the assistance of the Audit Committee, has assessed the Company's prospects over the period of three years ending 30 September 2027. The Board has chosen this period because it is consistent with the three-year basis that the Directors evaluate the Company's financial position on a quarterly basis and projecting financial and economic scenarios over a longer period would be imprecise given the lack of long-term economic visibility. During the viability assessment period ending 30 September 2027, an ordinary resolution will be proposed at the AGM in 2026 pertaining to the Company continuing as an investment company.
In assessing the Company's prospects and longer-term viability, we have taken into account:
· the nature of the Company's business;
· the principal risks and their mitigation identified under 'Principal risks and uncertainties' above;
· the Company's cash and cash equivalents, as well as the value of its listed holdings;
· the Company's cash requirements to meet ongoing fees and expenses (including in stress-tested scenarios where fees and expenses are set to be 15% higher than budgeted) are monitored by the Investment Manager, and the Company expects to maintain sufficient assets in cash reserves to meet these obligations;
· the ability of the Investment Manager and Directors to minimise the level of cash outflows, if necessary, as the Investment Manager considers the Company's future cash requirements before making investments and the Board receives regular updates from the Investment Manager on the Company's cash position and forecast cash flows, which allows the Board to limit funding for existing and/or new investments as required;
· the circumstances in which a performance fee is payable to the Investment Manager as outlined in note 5 to the financial statements; and
· the Company does not have any gearing or any obligation to pay dividends or buy back shares.
We have also assumed that SSIT's performance will continue to be satisfactory and that there will continue to be demand for UK-listed investment companies. Based on this and recent feedback received through regular shareholder engagement, we currently anticipate that the ordinary resolution to be proposed at the 2026 AGM to continue SSIT as an investment company will be passed.
The process for identifying, evaluating and managing significant and any emerging risks faced by the Company and periodic reports from the Investment Manager and Administrator regarding such risks are reviewed routinely at Audit Committee and Board meetings. The Board ensures that effective controls are in place to mitigate these risks and that a satisfactory compliance regime exists to ensure all applicable local and international laws and regulations are upheld. When required, the Company seeks expert advice regarding tax, legal and other factors.
Based on a robust assessment of the principal and emerging risks facing the Company, the Board believes that the most significant risks to the Company's longer-term viability are:
· a significant and prolonged economic downturn which could affect the Company through adverse impacts to growth company valuations, leading to poor investment performance, a wide share price discount and a tough fundraising environment;
· a significant majority of the Company's investments are in private companies that are not liquid and may be subject to restrictions on sale or transfer, which may limit the Company's ability to realise investments at short notice and/or at a reasonable price or at all; and
· the inability to raise funds, should the need arise.
The Board has considered the Company's viability over the three-year period, based on a working capital model prepared by the Investment Manager. The working capital model forecasts key cash flow drivers, such as capital deployment rate and operating expenses, and includes robust downside scenarios with continued high interest rates and a considered amount of additional investment activity in the near term. Capital raises, realisations and share buy-backs are assumed to not occur during the three-year period, unless already predetermined.
Based on its assessment, the Board has concluded there is a reasonable expectation that the Company will continue to meet its liabilities as they fall due and remain viable, even in a scenario where global macroeconomic uncertainty persists for an extended period and including severe but plausible downside scenarios over the three-year period of the assessment.
Life of the Company
The Company has no fixed life but, in accordance with its Articles of Association, an ordinary resolution proposing that it continues in existence as an investment company will be proposed at its AGM in 2026 and, if passed, every five years thereafter. If any such resolution is not passed, proposals will be put forward by the Directors within three months from the date of the resolution to the effect that the Company be wound up, liquidated, reconstructed or unitised.
Future Development of the Company
While the future development of the Company is dependent on the success of its investment strategy, which is subject to various factors including external ones (such as the macroeconomic environment and market developments) which are outside the control of the Board and Investment Manager, and the future attractiveness of the Company as an investment vehicle, the Board's intention is that the Company will continue to pursue its investment objective and policy. The Chair's Statement and the Investment Manager's Report include commentary on the outlook for the Company.
Approval of Strategic Report
The Strategic Report is provided in accordance with The Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 and is intended to provide information about the Company's strategy and business needs, its performance and results for the year and the information and measures which the Directors use to assess, direct and oversee the Investment Manager in the management of the Company's activities. The Strategic Report has been approved by the Board and is signed on its behalf by:
Will Whitehorn
Chair
17 October 2025
Section 172: Promoting the Success of the Company
'Our responsibilities to shareholders, together with consideration of the long-term consequences of our decisions and maintaining high standards of business conduct, are integral to the way the Board operates.'
S.172 Responsibilities
Under section 172 of the Companies Act 2006 ('s.172'), the Directors have a duty to act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole. In doing so, the Directors are required to take into account (amongst other matters) the likely long-term consequences of their decisions, the need to foster relationships with the Company's wider stakeholders, the desirability of the Company maintaining a reputation for high standards of business conduct and the impact of the Company's operations on the community and environment.
As an externally managed investment company, SSIT has no premises, employees or customers and conducts its core activities through third-party service providers. Currently, SSIT has no debt finance. We consider, therefore, shareholders to be the Company's principal stakeholders but also regard potential shareholders, the Investment Manager, the Administrator, other key service providers (corporate brokers, Auditor, legal advisers, public relations and communications adviser, depositary and registrar) and portfolio companies as key stakeholders. The Investment Manager's Responsible Investment Policy is integrated into its investment process, ensuring that it has regard to the impact of SSIT's investments on the wider community and environment.
Our responsibilities to stakeholders, together with consideration of the long-term consequences of our decisions and maintaining high standards of business conduct, are integral to the way we operate as a Board and are foremost in our minds in our discussions, decision-making and reporting. We place great importance on our engagement with shareholders and other stakeholders and welcome, therefore, their views and concerns so that we can consider them in our discussions and decision-making.
Stakeholder Engagement
The table below sets out the principal ways in which we engage with the Company's key stakeholder groups.
Stakeholder group |
|
Shareholders and potential investors |
Why they are important Continued shareholder support and engagement and attracting new investors are critical to the continuing existence of the Company and the delivery of its long-term strategy. How we engage The Company has a broad range of shareholders, comprising both professional and retail investors, and has developed various ways of engaging with them, including: · Regulatory announcements and publications: The Company issues regulatory announcements via the London Stock Exchange in respect of routine reporting obligations, periodic financial and portfolio information updates and in response to other events. The Company's Annual and Interim Reports and associated presentations, as well as quarterly reports and fact sheets and shareholder circulars, are made available on the Company's website. Their availability is announced via the London Stock Exchange. · RNS Reach newsletter: The Company issues a monthly newsletter via RNS Reach to provide timely updates, based on publicly available information, on the Company's investments, its Investment Manager and the wider SpaceTech market. · Website (https://investors.seraphim.vc/): This includes videos, research notes available to retail investors and other relevant information to enhance investors' understanding of the Company, its strategy and investments and the wider SpaceTech market. Shareholders and other interested parties can subscribe to email news updates by registering online on the website. · Investor meetings and events: The Investment Manager, on behalf of the Board and with the assistance of SSIT's corporate brokers and public relations and communications advisor, undertakes a programme of investor engagement throughout the year. During the year to 30 June 2025, the Investment Manager held four group meetings for research analysts (each with at least 12 analysts in attendance) and four professional and/or retail investor webinars through the Company's public relations and communications advisor following the announcement of the annual and interim results and Q1 and Q3 NAVs and updates. In addition, the Investment Manager participated in 25 professional investor roadshows during the year. Through the Company's corporate brokers, there were 97 interactions with 146 unique investors during the year. Directors attend some investor meetings to gauge sentiment first hand. All investors are offered the opportunity to meet the Chair, Senior Independent Director or other Board members. · Capital markets day: This is an event, attended by research analysts and professional investors, held periodically consisting of presentations from the Chair and senior members of the Investment Manager's team. The capital markets day held on 7 November 2024 also included presentations from a selection of SSIT's portfolio companies. Videos of the event are available on SSIT's website. The next capital markets day is scheduled for 26 November 2025. · Investor relations updates: At its scheduled Board meetings, the Directors receive updates on the share trading activity, share price performance and investor feedback. The Directors also receive investor feedback following investor roadshows arranged by the Company's corporate brokers. · Annual General Meetings: The AGM provides a forum for shareholders to meet, ask questions and discuss issues with the Directors and Investment Manager. The next AGM will take place on 25 November 2025 (the notice convening the meeting will be set out in a separate circular to shareholders). · Working with external partners: The Board also engages some external providers, such as a public relations and communications adviser, to assist in investor communication and obtain input on specific aspects of shareholder communications, such as developing more effective ways to communicate with investors. We welcome diversity of thought and opinions. Shareholders may contact the Company via seraphimteam@ocorian.com or by post via the Company Secretary on any matters that they wish to discuss with the Board and the Company Secretary will arrange for the relevant Board member to contact them. Target outcomes · Shareholders and potential investors receive relevant information to enable them to evaluate the Company's performance and whether their investment interests are aligned with the Company's strategy. · Ongoing demand for SSIT's shares, which can help narrow the discount at which the shares trade to their NAV, which benefits shareholders. · We receive feedback and views on investor concerns and priorities which inform our discussions and decisions. |
Investment Manager (Seraphim Space Manager LLP) |
Why it is important The Investment Manager's specialist knowledge and experience is vital to implementing SSIT's investment strategy successfully and achieving its long-term success. How we engage Important components in our collaboration with the Investment Manager are: · drawing on Board members' individual professional skills and experience to support the Investment Manager in the performance of its responsibilities to the Company, including implementing SSIT's investment strategy; and · willingness to make the Board members' experience available to support the Investment Manager in the sound, long-term development of its business and resources, recognising that SSIT is currently the principal client of the Investment Manager and so the long-term success of the Investment Manager is closely aligned to that of the Company. We engage with the Investment Manager in numerous ways, including: · Regular reporting: We receive at least quarterly reports from the Investment Manager on performance, investment activity and pipeline, portfolio company developments, cash flow projections and investor relations activities, as well as on a wide range of other topics. · Meetings: The Board and Investment Manager meet face-to-face at least for scheduled Board meetings. In addition, the Board and Investment Manager frequently meet, either in person or virtually, between scheduled Board and Committee meetings to consider ad hoc matters. · Continuous dialogue: The Board maintains an open dialogue with the Investment Manager, engaging on key matters affecting SSIT or the Investment Manager. Target outcomes · We engage with the Investment Manager in a collaborative and collegiate manner, whilst also ensuring that appropriate and regular challenge is brought. · The Company's portfolio is well-managed, enabling it to meet its strategic objectives and achieve long-term sustainable success. |
Administrator/ Company Secretary (Ocorian Administration (UK) Limited) |
Why it is important The Administrator provides accounting, company secretarial and other administrative services, so maintaining a strong, collaborative relationship with the Administrator is critical to the effective running of SSIT's day-to-day operations. How we engage We engage with the Administrator in several ways, including: · Regular reporting: We receive at least quarterly reports from the Administrator on a range of matters, including financial, corporate governance, legal, regulatory and compliance matters. · Meetings: The Administrator attends both scheduled and ad hoc Board and Committee meetings. · Continuous dialogue: The Board maintains an open and constructive dialogue with the Administrator, engaging on key matters affecting SSIT. In addition, the Investment Manager, on our behalf, engages with the Administrator on at least a weekly basis and ensures service levels are satisfactory and appropriate controls are in place. Target outcomes · We maintain a strong, collaborative relationship with the Administrator. · The Company's day-to-day operations are well-managed, supporting its ability to meet its strategic objectives and achieve long-term sustainable success. |
Other key service providers (corporate brokers, Auditor, legal advisers, public relations and communications adviser, depositary, registrar - see below for details) |
Why they are important For the Company to operate as a listed investment company, the Board relies on the other key service providers for essential services and for advice and support in meeting relevant obligations and complying with best practice. Constructive working relationships with the other key service providers helps ensure the Company continues to operate effectively. How we engage We engage with the other key service providers in several ways, including receiving regular and, as needed, ad hoc reports, face-to-face meetings (at the request of the Board or the relevant service provider) and other dialogue as and when appropriate. In addition, the Investment Manager and/or Administrator, on our behalf, engage with the other key service providers on a regular basis and ensure service levels are satisfactory. Target outcomes · We, directly and indirectly, maintain constructive working relationships with our other key service providers. · Other key service providers provide the required level of service, enabling the Company to meet its obligations and follow best practice. |
Portfolio companies |
Why they are important For the Company to deliver capital appreciation, it needs to invest in portfolio companies that ultimately develop their products and services and successfully grow. How we engage The Investment Manager, on our behalf, engages with portfolio companies on a regular basis through participation on their boards, interaction with their shareholders, introductions to partners, customers and potential funding providers and value-add support and advice. In addition, we engage with portfolio companies during investor events. Target outcomes Portfolio companies benefit from the engagement, leading to their growth and, ultimately, higher value for the Company. |
Examples of Stakeholder Considerations and Outcomes
Set out below are examples of decisions and actions during the year which have required the Directors to have regard to applicable s.172 factors.
Topic |
Stakeholder considerations and outcome |
Capital allocation |
S.172 consideration: the likely consequences of the decisions in the long term Having regard to the challenging environment for raising additional capital (debt and/or equity) and in expectation that such environment would continue for some time, the Board and Investment Manager regularly reviewed the Company's cash resources and other sources of liquidity, identified the anticipated shorter-term funding requirements of SSIT's portfolio companies and agreed capital allocations for supporting portfolio companies and new investment opportunities until such time as the fundraising environment improves or a significant liquidity event occurs. These allocations were consistent with SSIT's long-term strategy, should enable the Company to continue to foster good relationships with portfolio company management teams and maintain its standing as a key investor in the SpaceTech sector and are aimed at supporting the long-term growth of the NAV per share. Stakeholders influencing considerations and/or impacted by outcome: Portfolio companies, Shareholders and potential investors, Investment Manager. |
Share price discount |
S.172 considerations: the likely consequences of the decisions in the long term, the need to act fairly as between members of the Company Having initially traded at a substantial premium to NAV post-IPO, the share price dropped to a discount following Russia's invasion of Ukraine in February 2022 as investor sentiment turned against high growth stocks generally and the discount continued to widen thereafter. Since the ordinary shares have been trading at a discount, the Board has kept under review whether NAV-accretive share buy-backs would be in the best interests of shareholders as a whole having regard to market conditions generally, the ratings of other UK-listed investment companies, the anticipated shorter-term funding requirements of SSIT's portfolio companies, the investment opportunities available to the Company, feedback from shareholder meetings and advice from SSIT's corporate brokers. During the year under review, SSIT invested £14.2m in new and follow-on investments and bought back no shares, whilst its discount narrowed from 43.2% to 27.8% (which was one of the lowest discounts in the AIC Growth Capital sector at 30 June 2025). Stakeholders influencing considerations and/or impacted by outcome: Shareholders and potential investors. |
Annual review of service providers |
S.172 consideration: the need for the Company's to foster business relationships with suppliers, customers and others The Management Engagement Committee met during the year to review the Company's external service providers and, in particular, the quality and costs of the services provided (details of the review are included in the Management Engagement Report). For the reasons noted in its Report, the Management Engagement Committee concluded that the interests of the Company's shareholders would be best served by the ongoing appointments of the Investment Manager, the Administrator and SSIT's other key service providers on the existing terms. Stakeholders influencing considerations and/or impacted by outcome: Investment Manager, Administrator, other key service providers, shareholders. |
Annual evaluation of Board/ Committees |
S.172 consideration: the likely consequences of the decisions in the long term Mindful that the Board composition did not meet the FCA's target for listed companies of having at least one member from a minority ethnic background , the Remuneration and Nomination Committee had a robust debate, as part of the annual evaluation of the Board and its Committees, as to whether to recruit an ethnically diverse Director in the near future. For the reasons explained in its Report, the Remuneration and Nomination Committee concluded that shareholders' interests would not be best served by recruiting an ethnically diverse Director at this stage simply to meet the FCA target and agreed that ethnic representation would be an important consideration in future Board appointments. Stakeholders influencing considerations and/or impacted by outcome: Shareholders.
|
Directors and Investment Manager
Board of Directors
The Board of the Company, which combines considerable knowledge of the SpaceTech industry, venture capital investment, the investment company sector and corporate governance, is responsible for ensuring conformance to the investment strategy, monitoring the performance of the Investment Manager and ensuring good governance, including in relation to ESG matters.
The Directors are all non-executive and independent.
|
William (Will) Whitehorn Chair |
Susan (Sue) Inglis Senior Independent Director |
Angela Lane Director |
Christina McComb Director |
Date of appointment |
14 June 2021 |
14 June 2021 |
1 January 2022 |
14 June 2021 |
Committee membership |
AC, RNC, MEC |
AC, RNC©, MEC
|
AC©, RNC, MEC |
AC, RNC, MEC© |
Professional skills and experience |
Will joined Virgin in 1986 where he established a career as Sir Richard Branson's corporate affairs advisor and brand development director for the group globally. He helped develop Virgin Galactic, Virgin Trains and Virgin Media as businesses and went onto become the first President of Virgin Galactic taking the business from dream to reality. He has since pursued a private equity and non-executive career, including chairing AAC Clyde Space AB between 2018 and 2024.
In addition to these corporate roles, he was a member of the UK Space Agency's Space Exploration Advisory Committee between 2021 and 2025 and has been a Fellow of the Royal Aeronautical Society since 2014.
He was awarded an OBE in the King's Birthday Honours 2025 in recognition of his outstanding services to the aerospace and space industry. |
Sue has a wealth of experience from more than 30 years advising listed investment companies and financial institutions. Her executive roles included Managing Director, Corporate Finance in the investment companies team at Cantor Fitzgerald Europe and investment companies and financial institutions teams at Canaccord Genuity. Sue is a qualified lawyer and was a partner and head of the funds and financial services group at Shepherd & Wedderburn, a leading Scottish law firm. In 1999 she was a founding partner of Intelli Corporate Finance, an advisory boutique firm focusing on the asset management and investment company sectors, which was acquired by Canaccord Genuity in 2009. |
Angela has decades of experience working with private equity-owned companies and investment companies and as the chair of audit and remuneration committees. She is a Fellow of the Institute of Chartered Accountants in England and Wales and began her career at the venture capital firm 3i PLC and became a partner of 3i's Growth Capital business, overseeing the UK Growth Capital portfolio. Subsequently, she has held a number of positions as chair of private equity-backed businesses. She is currently on the Board of and acts as chair of the audit committee for two investment trusts investing in quoted and unquoted companies. |
Christina has over 25 years' experience of venture capital and growth investment as a former director of 3i PLC and other venture funds. She is the non-executive Chair of Aegon UK plc. She has been a director of other investment companies, including as Chair of Standard Life European Private Equity Trust PLC, from which role she retired in April 2022. She has also held a number of senior public sector roles involved in SME and growth business finance, including as Senior Independent Director at the British Business Bank. She was awarded an OBE in the Queen's Birthday Honours 2018 for services to the economy. |
External appointments |
Listed companies: Chair of Craneware PLC. Other significant appointments: None. |
Listed companies: Senior Independent Director of Baillie Gifford Growth US Growth Trust PLC, Senior Independent Director and Audit Committee chair of CT Global Managed Portfolio Trust PLC and Chair of Invesco Global Equity Income Trust PLC. Other significant appointments: None. |
Listed companies: Non-executive director and chair of the Audit Committee of BlackRock Throgmorton Trust PLC and Pacific Horizon Investment Trust PLC. Other significant appointments: None. |
Listed companies: None. Other significant appointments: Chair of Aegon UK plc, non-executive director and Investment Committee member of Better Society Capital Ltd, non-executive director and Investment Committee member of Midlands Mindforge Ltd. |
Committee membership key |
|
AC |
Audit Committee |
MEC |
Management Engagement Committee |
RNC |
Remuneration and Nomination Committee |
© |
Chair |
Investment Manager
The Company has appointed Seraphim Space Manager LLP as its alternative investment fund manager. The Seraphim Space team is comprised of seasoned venture capitalists and some of the sector's most successful entrepreneurs who scaled their SpaceTech businesses to multi-billion Dollar exits.
The senior individuals responsible for executing and overseeing the Company's investment strategy are shown below.
Mark Boggett, General Partner & CEO
Mark is a pioneer in SpaceTech investment and the co-founder of Seraphim Space Manager LLP, Generation Space LLC, Seraphim Space Accelerator and Generation Space Accelerator. He played a key role in launching Seraphim Space LP and Seraphim Space Investment Trust PLC. Prior to his current role, Mark served as a director at YFM Equity Partners, where he contributed to the success of the British Smaller Companies VCTs 1 and 2. He also held positions at Brewin Dolphin and Williams de Broe. Mark holds an undergraduate degree in Accounting & Finance and a master's degree in Economics and Finance from the University of Leeds.
James Bruegger, General Partner & CIO
James is the co-founder and Chief Investment Officer of Seraphim Space Manager LLP, and a co-founder of Generation Space LLC, Seraphim Space Accelerator and Generation Space Accelerator. He is a prolific venture capital investor in the global SpaceTech domain. James was an early investor in several leading SpaceTech companies and has played a key role in leading investments in companies that have gone public, including Spire Global and AST SpaceMobile. Previously, James worked at YFM Equity Partners and Burlington Consultants, a boutique strategy consultancy that was acquired by Deloitte & Touche. James holds a first-class degree in History from University College London.
Rob Desborough, General Partner
Rob is a General Partner at Seraphim Space Manager LLP, where he leads early-stage investments. He is also a co-founder of Seraphim Space Accelerator, launched in 2018, and Generation Space Accelerator, which together have become one of the world's leading accelerator programs for SpaceTech startups. Prior to joining Seraphim Space, Rob was an Investment Director at YFM Equity Partners. Rob holds a BSc (Hons) in Biomedical Sciences from the University of Glasgow and a Postgraduate Diploma (PGDip) in Information Technology Systems from the University of Strathclyde. Under Rob's leadership, Seraphim Space Accelerator and Generation Space Accelerator have graduated over 110 SpaceTech startups, which have collectively raised over $840m.
Andre Ronsoehr, Investment Partner
Andre is a Partner at Seraphim Space Manager LLP. Andre joined the business following a career in finance and investing with a long-standing focus on the space sector. Previously, he worked for almost a decade at Virgin Management, the family office of Sir Richard Branson. Andre co-led the seed investment in One Web in 2015 and was instrumental in investments into Virgin Galactic and Virgin Orbit. During this time, Andre worked hand-in-hand with the boards and C-level teams of each of these three pioneering space businesses.
Sarah Shackleton, Partner & COO
Sarah is the COO at Seraphim Space Manager LLP and has 25 years of finance experience. Previously, Sarah was a partner at Development Partners International since its inception in 2007. She was responsible for administration of the firm and its funds, including legal, compliance, HR, IT, operations, facilities and ESG and also sat on the investment committee. Sarah has experience as an active board director on private equity fund general partners and investment holding companies. Before joining Development Partners International, Sarah was an Associate Director in the Technology Equity Research team at UBS in London, specialising in the telecommunications equipment sector and covering large-cap European companies, including Nokia, Ericsson and Alcatel-Lucent. Sarah holds a BSc (Hons) in Economics and Accounting from the University of Bristol.
Kenny Mumford, Partner & General Counsel
Kenny is General Counsel at Seraphim Space Manager LLP and has 25 years of legal experience with growth companies and venture capital investors. Previously, Kenny was a partner at MBM Commercial LLP for nearly 15 years, latterly as Head of Corporate. In that role, Kenny acted for high-growth companies and investors (including Seraphim Space) concerning all aspects of equity investment, fund formation, business sales and acquisitions, joint ventures and restructuring, alongside general corporate advice. Previous roles before MBM included In-house Counsel at Braveheart Investment Group plc, Investment Manager at Scottish Enterprise and Solicitor, Shepherd and Wedderburn. Kenny is a solicitor and notary public in Scotland and holds an LLB (Hons) and Diploma in Legal Practice from the University of Edinburgh.
Patrick McCall, Venture Partner
Patrick joined Seraphim Space as a Venture Partner after working for Virgin Group for 25 years where he was Senior Partner. He was chair or on the board of eight companies that grew from being startups to being valued at over $1bn. He was chair of Virgin Galactic, Virgin Orbit, Virgin Trains, Trainline and Virgin Unite, and was also a board director of many Virgin Group companies, including Virgin Active, Virgin Blue, Virgin Mobile USA, OneWeb and Virgin Money. He also spent 10 years as an investment banker at S.G. Warburg and has a degree in Economics and Agricultural Economics from Exeter University. Patrick is a non-executive director of three SSIT companies, ALL.SPACE, SatVu and D-Orbit.
Maureen Haverty, Investment Principal
Maureen is an Investment Principal at Seraphim Space Manager LLP. Maureen joined the business after a successful career in the space industry. She was COO at Apollo Fusion, a space start-up that was sold for $145m. She was responsible for business development, manufacturing and complex programmes. She was also Senior Director of Corporate Development at Astra, a rocket launch company listed on NASDAQ. She has a first-class Bachelor of Civil and Environmental Engineering (BE) degree from University College Cork and a PhD in Nuclear Engineering from the University of Manchester. Maureen is focused on deal origination, deal execution, portfolio management and fund operations, in addition to actively supporting the associated accelerator activities.
Lewis Jones, Investment Principal
Lewis is an Investment Principal at Seraphim Space's US subsidiary, Generation Space LLC, and was previously an analyst at Seraphim Space Manager LLP. Lewis holds a first-class Aeronautics and Astronautics MEng degree from the University of Southampton, specialising in Spacecraft Engineering. Previously, he worked as a Thermal Analyst in the Rotatives Department at Rolls-Royce, primarily focusing on the safety aspects of jet engines on civil aircraft. He also completed an internship at RBS in the Data and Analytics division.
Ann Winblad, Independent Advisory Committee Member
Ann is a Managing Director of Hummer Winblad Venture Partners, a venture capital firm she co-founded in 1989. She is a well-known and respected software industry entrepreneur and technology leader. Ann's firm has launched over 160 enterprise software companies and led investments that pioneered successful companies across the enterprise software sector. She served as a director of numerous private and public companies including MuleSoft, Hyperion, Sonatype, The Knot, Liquid Audio, Net Perceptions and Ace Metrix. She also currently serves as a Director of OptiMine. Ann serves on Seraphim Space's Investment Committee as an independent member to advise on and address any conflicts of interest.
Candace Johnson, Independent Advisory Committee Member
Candace has a long and distinguished career as founder/co-founder of space ventures such as SES ASTRA, SES Global, Loral-Teleport Europe and Europe Online, as well as having played critical roles in developing space sector leaders, including Iridium and ILS. An experienced venture capitalist and investor, she has been a member of the Strategic Committee of Iris Capital for the past decade and served as President of EBAN and is now President Emeritus. Candace serves and has served on the boards of a number of emerging space leaders, including NorthStar Earth and Space and Kacific. Candace serves on Seraphim Space's Investment Committee as an independent member to advise on and address any conflicts of interest.
Matt O'Connell, Independent Advisory Committee Member
Matt is a recognised thought leader in the geospatial intelligence industry. Currently an Operating Partner at DCVC, supporting its investments, including space companies Capella and Planet. Matt has been working with Seraphim Space since 2018. Before that, he was CEO of OneWeb until July 2016. In 2006, he founded GeoEye, a leading global provider of satellite and aerial imagery and digital mapping information, which was acquired by Digital Globe in 2013 for $1.3bn. He has served on several private company boards and government and industry advisory commissions. Matt serves on Seraphim Space's Investment Committee as an independent member to advise on and address any conflicts of interest.
Directors' Report
The Directors present their Report for the year ended 30 June 2025. The Corporate Governance Report is deemed to form part of this Report.
Company Status
The Company is incorporated and domiciled in the United Kingdom and registered in England and Wales.
The Company is an investment company as defined in section 833 of the Companies Act 2006, approved as an investment trust in accordance with section 1158 of the Corporation Tax Act 2010 ('s.1158') and an alternative investment fund under the EU Alternative Investment Fund Managers Regulations (as amended by The Alternative Investment Fund Managers (Amendment etc.) (EU Exit) Regulations 2019). The Directors intend at all times to conduct the affairs of the Company to enable it to continue to qualify as an investment trust for the purposes of s.1158.
The Company manages its affairs so as to be a qualifying investment for inclusion in an Individual Savings Account and it is the Directors' intention that the Company should continue to do so.
Business Review
The Company's principal activity is investment in a diversified, international portfolio of predominantly early and growth stage privately financed SpaceTech businesses that have the potential to dominate globally and are category leaders with first mover advantages in areas such as climate change, sustainability, communications, mobility and global security (including cyber security) with the objective of generating capital growth over the long term.
A detailed review of the Company's business and performance during the year, any future likely developments in the Company and the outlook for the Company are contained in the Strategic Report and should be read as part of this Report.
Results and Dividends
The total comprehensive income for the year was a profit of £53.0m (2024: £6.7m), comprising a loss of £3.6m (2024: loss of £3.7m) attributable to revenue and a profit of £56.6m (2024: profit of £10.5m) attributable to capital. As the Company is focused on generating capital growth over the long term and given the nature of the Company's investments, the Board does not anticipate recommending paying any dividends in the foreseeable future.
Share Capital
As at 30 June 2025, the Company's issued share capital comprised 239,384,928 (2024: 239,384,928) ordinary shares of £0.01 each, of which 2,186,344 (2024: 2,186,344) ordinary shares were held in treasury. The total number of voting rights of the Company at 30 June 2025 was, therefore, 237,198,584 (2024: 237,198,584).
Shareholders are entitled to all dividends paid by the Company (however, as stated above, the Company does not expect to pay dividends in the foreseeable future). On a winding up, provided the Company has satisfied all its liabilities, shareholders are entitled to the surplus assets of the Company. Shareholders are entitled to attend and vote at all general meetings of the Company and, on a poll, to one vote for each ordinary share held. Shares held in treasury have no rights to dividends, capital or vote.
There are:
· no restrictions on the transfer of securities in the Company save where (a) the Company is legally entitled to impose such restrictions, such as restrictions on transfers by Directors and persons closely associated with them during closed periods, or (b) the Company's Articles of Association allow the Board to decline to register a transfer of shares or otherwise impose a restriction on shares to prevent the Company breaching any law or regulation;
· no agreements between holders of securities regarding their transfer which are known to the Company;
· no restrictions on exercising voting rights save where the Company is legally entitled to impose such restrictions, such as if, having been served with a notice under section 793 of the Companies Act 2006, a shareholder fails to disclose details of any past or present beneficial interest;
· no special rights with regard to control attached to securities in the Company; and
· no agreements to which the Company is a party that might affect its control following a successful takeover bid.
Share Issues and Buy-backs
The Board has not adopted any formal premium or discount targets which would dictate the point at which the Company would seek to issue or buy back ordinary shares.
During the year ended 30 June 2025, the Company did not issue any new ordinary shares or buy-back any ordinary shares.
The Company's current general authorities to allot for cash on a pre-emptive or non-pre-emptive basis up to 23,719,858 ordinary (2024: 23,719,858) shares, representing c.10% of the ordinary shares in issue on the date the authority was granted, expires at the conclusion of the 2025 AGM. Ordinary resolution 11 and special resolution 12will be proposed at the forthcoming AGM seeking renewal of such authorities to issue ordinary shares up to 10% of the ordinary shares in issue on the date the authorities are granted until the next AGM or 31 December 2026, whichever is the earlier. Unless specifically authorised by shareholders, no issue of ordinary shares (or sale of ordinary shares from treasury) on a non-pre-emptive basis will be made at a price less than the prevailing NAV per ordinary share at the time of issue (or sale).
The Company's current authority to make market purchases of up to 35,556,067 (2024: 35,556,067) ordinary shares, representing 14.99% of the ordinary shares in issue on the date the authority was granted, expires at the conclusion of the 2025 AGM. Special resolution 13 will be proposed at the forthcoming AGM seeking renewal of this authority until the next AGM or 31 December 2026, whichever is the earlier. The Company may hold bought-back shares in treasury and then re-sell such shares (or any of them) for cash or cancel bought-back shares (or any of them). Shares will only be re-sold from treasury at a premium to the NAV per share.
Major Interests in Shares
At 30 June 2025 and 30 September 2025, the Company had been notified under the FCA's Disclosure Guidance and Transparency Rules or was otherwise aware of the following shareholders who were directly or indirectly interested in 3% or more of the voting rights in the Company's issued share capital:
Holder |
% of voting rights |
% of voting rights |
British Business Finance Ltd |
14.07 |
14.07 |
Hargreaves Lansdown Asset Mgmt |
9.60 |
10.81 |
Schroders Plc |
9.18 |
8.17 |
Interactive Investor Services Limited |
5.45 |
6.80 |
RBC Dominion Securities Inc |
5.27 |
5.27 |
RBC Brewin Dolphin |
3.93 |
3.67 |
Airbus Defence & Space Limited |
3.69 |
3.69 |
UBS Switzerland AG (Custody) |
3.22 |
3.19 |
Directors
The names and biographical details of the Directors who all served throughout the year are shown below Details of the interests of the Directors and their connected persons in the Company's ordinary shares, the Directors' remuneration policy and their remuneration can be found in the Directors' Remuneration Report below. No Director has a service contract with the Company and there are no agreements between the Company and its Directors providing for compensation for loss of office.
The rules concerning the appointment and replacement of Directors are contained in SSIT's Articles of Association and the Companies Act 2006. Further details are provided in the Corporate Governance Report below.
In line with the AIC Code and the Company's Articles of Association, all of the Directors are retiring at the forthcoming AGM and each offers themself for re-election. The Board has reviewed the performance and commitment of the Directors standing for re-election and considers that each should continue to serve on the Board as they bring wide, current and relevant experience that allows them to contribute effectively to the leadership of the Company and have demonstrated full commitment to and independence in their roles.
Directors' Insurance and Indemnification
Directors' and officers' liability insurance cover is in place in respect of the Directors and was in place throughout the year.
The Company's Articles of Association provide that the Company may, subject to the Companies Act 2006 and other applicable UK legislation for the time being in force affecting the Company, indemnify any person who is a Director of the Company against (a) any liability whether in connection with any negligence, default, breach of duty or breach of trust by that person in relation to the Company or any associated company, save for the exclusions outlined in the Company's Articles of Association, or (b) any other liability incurred by or attaching to that person in the actual or purported execution and/or discharge of that person's duties and/or the exercise or purported exercise of that person's powers and/or otherwise in relation to or in connection with that person's duties, powers or office.
Related Party and Investment Manager Transactions
The Company's transactions with related parties during the year were with its Directors. There were no material transactions between the Company and its Directors during the year other than the amounts paid to them in respect of Directors' remuneration for which there were no outstanding amounts payable at the year end. Details of amounts paid to the Directors during the year are included in the Directors' Remuneration Report below.
Details of amounts paid to the Investment Manager during the year are included in note 5 to the financial statements below.
Risks and Risk Management
The principal risks and uncertainties facing the Company are set out above. Further details of the Company's key financial risks are set out in note 15 to the financial statements below.
Going Concern
In light of the conclusions drawn in the longer-term viability statement below and as set out in note 2 to the financial statements below, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for at least 12 months from the date of this Annual Report. Accordingly, the Directors believe that it is appropriate to continue to adopt the going concern basis in preparing the financial statements.
Disclosure of Information to the Company's Auditor
Having made enquiries of the Investment Manager and Administrator, each of the Directors confirms that, at the date of approval of this Report:
· as far as they are aware, there is no relevant audit information of which the Auditor is unaware; and
· they have taken all the steps a Director might reasonably be expected to have taken to be aware of any relevant audit information and to establish that the Auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.
Independent Auditor
The Directors will propose the re-appointment of BDO LLP as the Company's Auditor and resolutions concerning this and to authorise the Audit Committee to determine the Auditor's remuneration will be proposed at the forthcoming AGM.
Annual Report
As disclosed in the Audit Committee Report below, after due consideration the Audit Committee concluded that this Annual Report, taken as a whole, is fair, balanced and understandable. Therefore, the Board is of the opinion that this Annual Report provides the information necessary for shareholders to assess the position and performance, strategy and business model of the Company.
Events After the Balance Sheet Date
Save as disclosed in note 18 to the financial statements below, there have been no significant events since 30 June 2025.
2025 AGM
The next AGM will be held at 1 Fleet Place, London, EC4M 7WS (GPS postcode EC4M 7RA) at 11.00 on 25 November 2025. The formal notice convening the AGM, together with an explanation of the resolutions to be considered at it, will be sent to shareholders in due course and a copy of the notice will be published on the Company's website (https://investors.seraphim.vc).
We believe that all the resolutions to be proposed at the AGM are in the best interests of shareholders as a whole and therefore recommend shareholders to vote in favour of them as we will be doing with our own holdings.
Articles of Association
The Company's Articles of Association may only be amended by special resolution at a general meeting of shareholders.
UK Listing Rule 9.8.4C
The FCA's UK Listing Rule 9.8.4C requires the Company to include certain information in a single identifiable section of the Annual Report or a cross-reference table indicating where the information is set out. The Directors confirm that there are no disclosures to be made in this regard.
Approval
This Directors' Report was approved on 17 October 2025.
On behalf of the Board:
Will Whitehorn
Chair
17 October 2025
Corporate Governance Report
Corporate Governance Framework and Compliance
The FCA's Disclosure Guidance and Transparency Rules (the 'Disclosure Rules') require listed companies to disclose how they have applied the principles and complied with the provisions of the UK Corporate Governance Code issued by the Financial Reporting Council (the 'FRC') in July 2018 (the 'UK Code'). The UK Code can be viewed at www.frc.org.uk. In January 2024 the Financial Reporting Council updated the UK Code which applies to financial years beginning on or after 1 January 2025.
The related Code of Corporate Governance issued by the Association of Investment Companies (the 'AIC') in February 2019 (the 'AIC Code') addresses the principles and provisions set out in the UK Code, as well as setting out additional provisions on issues that are of specific relevance to listed closed-ended investment companies, such as the Company. The AIC Code is available on the AIC website (www.theaic.co.uk). In August 2024 the AIC Code was updated and endorsed by the FRC and the 2024 AIC Code applies to accounting periods beginning on or after 1 January 2025, with the exception of Provision 34 which relates to monitoring and reviewing the effectiveness of the company's risk management and internal control framework and will apply to accounting periods beginning on or after 1 January 2026. The AIC Code includes an explanation of how it adapts the principles and provisions set out in the UK Code to make them relevant for listed closed-ended investment companies. The FRC has endorsed the AIC Code and confirmed that AIC member companies who report against the AIC Code will be meeting their obligations in relation to the UK Code and the associated disclosure requirements of the Disclosure Rules.
The Company is a member of the AIC and the Board considers that reporting against the principles and provisions of the AIC Code provides more relevant information on the Company's governance arrangements to shareholders than reporting against the principles and provisions of the UK Code.
The Board operates under a governance framework which is consistent with the principles and provisions of the AIC Code. This Report describes how the Company applies those principles and provisions. The Audit, Management Engagement and Remuneration and Nomination Committee Reports below are deemed to form part of this Report. The Board confirms that the Company complied with the relevant principles and provisions of the AIC Code during the year.
As an externally managed investment company, the Company has no employees and all its substantive operations are conducted on its behalf by its third-party service providers. Consequently, the Company has not complied with the provisions in the UK Code relating to the role of the chief executive, executive directors' remuneration and the need for an internal audit function. However, the Audit Committee considers the need for an internal audit function at least annually (see below for further information).
Board Leadership and Purpose
Role of the Board
The Board is collectively responsible for promoting the long-term sustainable success of the Company, generating value for shareholders whilst having regard to the interests of wider society.
The Board's role is to provide leadership and direction within a robust framework of risk management and internal controls. It sets the Company's strategic objectives (subject to the Company's Articles of Association and such approval of the shareholders in general meeting as may be required from time to time) and ensures that the necessary resources are in place to enable the Company's objectives to be met.
In managing the Company, the aim of both the Board and the Investment Manager is always to ensure SSIT's long-term sustainable success and, therefore, the likely long-term consequences of any decision are a key consideration. The Investment Manager's Responsible Investment Policy is integrated into its investment process, ensuring that it has regard to the interests of wider society in managing SSIT's portfolio.
Company purpose and strategy
The Company's purpose is to provide a vehicle through which a broad range of investors can gain exposure to a diversified, international portfolio of predominantly early and growth stage privately financed SpaceTech businesses that have the potential to dominate globally and are category leaders with first mover advantages in areas such as climate change, sustainability, communications, mobility and security (including cyber security). The Company seeks to generate capital growth over the long term for shareholders.
Operating as an externally managed investment company, SSIT seeks to fulfil its purpose by delegating operational matters to specialist third-party service providers, subject to oversight by the Board. In particular, the Investment Manager and Administrator are responsible for implementing the Company's strategy and managing the Company's day-to-day operations, respectively. The Company's success is based on such implementation and management being effective. The Board's strategy is, therefore, to work closely with the Investment Manager and Administrator in a long-term relationship designed to foster an environment that is consistent with SSIT's culture and values and contributes to achieving SSIT's strategic objectives.
Culture and values
As an externally managed investment company, SSIT's culture and values are the product of the behaviours of both the Board and the Investment Manager and the way in which they interact with each other and with the Company's other stakeholders.
The Board operates in an open, respectful and inclusive manner, where differences of perspective are welcomed and constructive challenge is encouraged. Advice and input are sought from external advisers and others, as required, to ensure a broad range of views are available and to guard against groupthink.
The Investment Manager has established an organisation driven by purpose where its employees are united by a passion to work with the most impactful companies in the SpaceTech sector. The Investment Manager strives to develop a culture of candour and openness, with employees empowered to innovate and work autonomously. Value is placed on output (the quality of work produced) rather than input (the number of hours logged). Team cohesion and collaboration are core tenets of the Investment Manager's people strategy.
Both the Board and Investment Manager aim to ensure that SSIT is run in a manner that is consistent with their beliefs in integrity, fairness, transparency and diligence and responsive to the views of the Company's shareholders and other stakeholders. Both seek to maintain high standards of business conduct at all times.
We believe that the culture and values of the Board and Investment Manager encourage constructive and robust challenge and debate, lead to coherent discussions, generate strong collective wisdom and ultimately lead to good decision making, all of which are important to the successful implementation of the Company's strategic objectives.
Conflicts of interest
Directors have a duty to avoid situations where they have, or could have, a direct or indirect interest that conflicts, or possibly could conflict, with the Company's interests ('conflict situations'). As permitted by the Companies Act 2006, the Company's Articles of Association allow the Directors to authorise conflict situations, where appropriate.
The Board has a procedure in place to deal with conflict situations. As part of this process, Directors must submit any actual or potential conflict situations they may have to the Board for approval as soon as possible. In deciding whether to approve a conflict situation, the Board will act in a way it considers, in good faith, will be most likely to promote the Company's success, taking into consideration whether the Director's ability to act in accordance with their wider duties is affected. The Company Secretary maintains the register of approved conflict situations (which also includes a list of other external positions held). Directors have a duty to keep the Board updated about any changes to their approved conflict situations. In certain circumstances the conflicted Director may be required to absent themself from discussions or decisions on the matter on which they are conflicted. No such circumstances arose in the year. None of the Directors have, or have had, any potential conflicts of interest of the nature listed in provisions 6 and 12 of the AIC Code.
The Board also has a procedure in place to manage potential conflicts of interest of the Investment Manager. These can arise, for example, where share options and/or warrants have been granted to an affiliate of the Investment Manager by a participant in an accelerator programme run by that affiliate and the Company subsequently has the opportunity to invest in the participant. In such instances, only the independent advisory committee members of the Investment Manager's Investment Committee (listed below) consider the investment at the Investment Committee meeting, and the final stage of the Board's conflict management process requires any such investment to be approved by the Board before it is made.
Division of Responsibilities
The Board has overall responsibility for the Company's activities. However, the Company has delegated or outsourced various matters to its standing Committees and key service providers, most notably the Investment Manager and the Administrator, all of which operate within clearly defined terms of reference or agreements that set out their roles, responsibilities and authorities.
Board
The Board's principal responsibilities include:
· determining the Company's strategic objectives;
· overseeing the execution of the Company's strategy, business conduct and implementation of its key investment, financial, operational and compliance policies, ensuring they are aligned with SSIT's purpose and strategy and the Board's culture and values and that any necessary corrective action is taken;
· ensuring that appropriate internal controls and risk management frameworks are in place to enable risk to be managed and continually assessed;
· scrutinising the performance of the Investment Manager, Administrator and other key service providers and holding them to account; and
· ensuring effective engagement with, and encouraging participation from, shareholders and other key stakeholders.
Matters not delegated or outsourced to Committees and key service providers are reserved for consideration and approval by the Board (including those matters listed in a formal schedule of reserved matters approved by the Board), thus enabling the Board to maintain full and effective control over appropriate strategic, financial, operational and compliance matters. The reserved matters include:
• approving SSIT's long-term objectives and any matters of a strategic nature, including any change in investment objective, policy and restrictions, including those which may need to be submitted to shareholders for approval;
• the appointment and removal of key service providers and any material amendments to the Company's agreements with them;
• approval of any other material contracts and agreements entered into, varied or terminated;
• approving any transactions with related parties;
• approval of quarterly and any ad hoc NAV and other financial announcements;
• approval of the Company's operating and marketing budgets;
• the Company's corporate governance arrangements; and
• approving any actual or potential conflicts of interest, including any potential investments in respect of which the Investment Manager may have a potential conflict of interest.
The full schedule of matters reserved for the Board is available on the Company's website (https://investors.seraphim.vc/).
The primary focus at Board meetings is a review of investment performance and associated matters (such as new investments, progress of portfolio companies, investment pipeline, projected cash flow and market environment), share price discount/premium, investor relations, industry issues, legal and regulatory (including corporate governance) developments and principal and emerging risks and uncertainties, in particular those identified in the Strategic Report.
Chair
The Chair is Will Whitehorn. His primary role as Chair is to provide leadership to the Board. The principal responsibilities of the Chair include:
• ensuring the overall effectiveness of the Board in directing the Company;
• taking a leading role in setting the Company's strategic objectives;
• facilitating open, honest and constructive debate among Directors and the effective contribution of all Directors;
• ensuring the Company is meeting its responsibilities to shareholders and wider stakeholders; and
• engaging with shareholders to ensure that the Board has a clear understanding of their views.
Full details of the Chair's role and responsibilities are available on the Company's website (https://investors.seraphim.vc/).
Senior Independent Director ('SID')
The SID is Sue Inglis. Her primary responsibilities as such are to serve as a sounding board for the Chair, act as an intermediary for other Directors and be available to respond to shareholders' concerns if they cannot be resolved through the normal channels of communication (i.e. through the Chair). The SID leads the annual evaluation of the Chair. Full details of the SID's role and responsibilities are available on the Company's website (https://investors.seraphim.vc/).
Board Committees
The Board has three standing Committees, being the Audit Committee, Management Engagement Committee and Remuneration and Nomination Committee. The roles and responsibilities of the Committees are included in their respective Reports and the terms of reference of each Committee are available on the Company's website (https://investors.seraphim.vc/). The Committees review their terms of reference at least annually, with any proposed changes recommended to the Board for approval. Committee Chairs attend AGMs to answer any questions on each of their Committees' activities. In addition, Committee Chairs will seek engagement with shareholders on significant matters related to their areas of responsibility.
The Board may also establish additional Committees from time to time to take operational responsibility on specific matters. These Committees ensure that key matters are dealt with efficiently.
Investment Manager
The Investment Manager is the Company's alternative investment fund manager (the 'AIFM') for the purpose of the EU Alternative Investment Fund Managers Directive as incorporated into UK legislation. The Investment Management Agreement dated 22 June 2021 between the Company and the Investment Manager (the 'IMA') sets out the matters in respect of which the Investment Manager has authority and responsibility, subject to the overall control and supervision of the Board. These include the Investment Manager having full discretion in relation to SSIT's portfolio management activities in accordance with SSIT's investment policy and any other restrictions imposed by the IMA or the Board from time to time. The Investment Manager is also responsible for promoting the Company's investment proposition to professional and retail investors.
In advance of Board meetings, the Investment Manager provides regular reports, which include operating updates on the Company's investments, information on potential new investment opportunities, cash flow forecasts and other financial information and other relevant information. Senior representatives of the Investment Manager attend Board meetings. The Investment Manager is responsible for keeping the Board informed, in a timely manner, of any material developments arising from its portfolio management activities or other relevant matters, including interactions with shareholders and other key stakeholders.
Under the IMA, the Investment Manager is entitled to management fees, details of which are included in note 5 to the financial statements below. The Investment Manager's appointment is terminable by the Company or Investment Manager on not less than 12 months' notice, such notice to expire on or at any time after the third anniversary of SSIT's launch. The IMA may be terminated with immediate effect on the occurrence of certain events.
Administrator/Company Secretary
The Company has appointed the Administrator to provide fund accounting, company secretarial and other administrative services. The Administrator's responsibilities include:
• undertaking the day-to-day financial and administration functions of the Company, including calculation of the NAV and maintenance of the Company's accounting and statutory records;
• providing the company secretarial functions required by the Companies Act 2006;
• ensuring that the Company complies with applicable laws, rules and regulations, including laws and regulations applicable to investment trusts and the rules of the FCA and London Stock Exchange;
• advising on governance matters;
• supporting the Board to ensure that it has the policies, processes and information it needs to function effectively and efficiently;
• ensuring that Board procedures are followed; and
• facilitating good and timely information flows within the Board and its Committees and between Directors and the Investment Manager and other service providers.
In advance of Board meetings, the Administrator provides regular reports, which include financial and other operational information, details of any breaches or complaints and relevant legal and regulatory, corporate governance and other technical updates. The Administrator is responsible for keeping the Board informed, in a timely manner, of any material developments regarding matters within the scope of its role and responsibilities.
Board and Committee Meetings
Regular Board and Committee meetings are scheduled throughout the year (Board: four; Audit Committee: eight, including four valuation meetings; Management Engagement Committee: one; Remuneration and Nomination Committee: one). In addition, the Board and Committees meet between scheduled meetings in preparation for or follow-up after scheduled meetings and any other matters that may arise between scheduled meetings. The Company also holds an annual strategy meeting to enable the Directors to consider strategic matters outside of standard Board meetings.
The Company Secretary assists the Board and Committee Chairs in agreeing the agenda in sufficient time before the meeting to allow input from key stakeholders. Care is taken to ensure that papers are presented clearly and with the appropriate level of detail and delivered in a timely manner in advance of the relevant meeting to ensure the Directors have sufficient time to prepare properly for the meeting and to make further enquiries about any matter prior to the meeting, should they so wish. This also allows any Director who is unable to attend to submit views in advance of the meeting.
The Investment Manager, the Administrator and, as required, the Company's other key service providers are expected to be present at formal Board and Committee meetings unless identified conflicts require otherwise.
The proceedings at all Board and Committee meetings are fully recorded, including any Director's concerns, in the minutes. After each Board and Committee meeting, the Company Secretary operates a follow-up procedure to ensure that actions are completed as agreed by the Board or Committee.
Attendance at meetings
The number of scheduled meetings during the year, and the attendance of the individual Directors at those meetings, is shown in the table below.
|
Board |
Audit Committee |
Remuneration and Nomination Committee |
Management Engagement Committee |
No. of meetings |
4 |
8 |
1 |
1 |
Will Whitehorn |
4 |
8 |
1 |
1 |
Sue Inglis |
4 |
8 |
1 |
1 |
Angela Lane |
4 |
8 |
1 |
1 |
Christina McComb |
4 |
7[5] |
1 |
1 |
Typically, all Directors attend ad hoc meetings, although this is not always feasible or necessary and Directors who are unable to attend a meeting can communicate their views ahead of the meeting. The Board also meets from time to time on an informal basis to discuss, in particular, developments affecting the Company and progress on identified workstreams.
Board Composition and Succession
Board composition and independence
At the date of this Report, the Board consists of four non-executive Directors, all of whom are (and were on appointment) independent of the Investment Manager. Each of the Directors is (and was on appointment) independent when assessed against the circumstances set out in provision 13 of the AIC Code.
The current Board was selected to bring a breadth of professional skills, experience and knowledge relevant to the Company's structure and strategy. Three of the Directors were appointed prior to the IPO and the fourth joined the Board on 1 January 2022. Details of the Directors, including their professional skills and experience, are set out above.
The composition of the Board is a fundamental driver of its success as the Board must provide strong and effective leadership of the Company without any one individual or small group dominating the decision-making. The strong and diverse mix of experienced individuals on the current Board enables high calibre debate and constructive challenge. The Board is able to use the professional skills, experience and knowledge of the individual Directors to their maximum potential and make decisions that are in the best long-term interests of the Company.
The Board's tenure, succession and diversity policies seek to ensure that the Board continues to be well-balanced and refreshed from time to time by the appointment of new Directors with the necessary professional skills, experience, knowledge and personal qualities and who can bring fresh perspectives.
Board diversity
In accordance with the FCA's UK Listing Rule 14.3.33, we are required to disclose on a 'comply or explain' basis whether the Board has met the following targets: (a) at least 40% of the Board should be women; (b) at least one of the senior Board positions should be held by a woman; and (c) at least one member of the Board should be from a minority ethnic background. The required disclosures are set out in the tables below and are based on information provided by individual Directors in response to a request from the Administrator.
As an externally managed investment company with solely non-executive Directors, the Company does not have a chief executive or a chief financial officer (both being 'senior positions' under the relevant FCA UK Listing Rule) and has no employees. Accordingly, no disclosures about executive management positions have been included. However, given the nature of the Company, the Board considers the chair of the Audit Committee to be a senior position and, therefore, we have added a further (last) column to the prescribed tables below to show the Board-defined senior positions.
Board gender representation at 30 June 2025
|
No. of Board members |
% of Board |
No. of senior positions on Board (Chair, SID) |
No. of Board-defined senior positions (Chair, SID, Audit Committee Chair) |
Men |
1 |
25% |
1 |
1 |
Women |
3 |
75% |
1 |
2 |
Other categories |
- |
- |
- |
- |
Not specified/prefer not to say |
- |
- |
- |
- |
Board ethnicity representation at 30 June 2025
|
No. of Board members |
% of the Board |
No. of senior positions on Board (Chair, SID) |
No. of Board-defined senior positions (Chair, SID, Audit Committee Chair) |
White British or other White (including minority-white groups) |
4 |
100 |
2 |
3 |
Mixed/Multiple Ethnic groups |
- |
- |
- |
- |
Asian/Asian British |
- |
- |
- |
- |
Black/African/ Caribbean/Black British |
- |
- |
- |
- |
Other Ethnic group, including Arab |
- |
- |
- |
- |
Not specified/ prefer not to say |
- |
- |
- |
- |
As shown in the tables above, the Board has met the gender-based diversity targets but has not met the ethnicity-based diversity target. The Board supports the principle of boardroom diversity, of which gender and ethnicity are important aspects. The Company's policy is that the Board should be comprised of Directors who collectively display the necessary balance of professional skills, experience, knowledge, perspectives and length of service and that appointments to the Board should be made on merit, against objective criteria, including diversity in its broadest sense.
The objective of the of the Company's diversity policy is to have a broad range of professional skills, experience, knowledge backgrounds, approaches and length of service represented on the Board. The Board believes that this ensures that there is a breadth of perspectives among the Directors and the challenge needed to support good decision-making and, ultimately, will make the Board more effective in promoting the long-term sustainable success of the Company and generating value for shareholders. Consequently, achieving a diversity of perspectives and backgrounds on the Board is a key consideration in any Director search process.
As part of its annual evaluation of the composition of the Board, the Remuneration and Nomination Committee debated whether it would be in shareholders' interests to recruit, at this stage, a Director that would allow the Board to meet the ethnicity-based diversity target referred to above. As explained in its Report, the Remuneration and Nomination Committee decided against recruiting an ethnically diverse Director at this time.
Appointments to the Board
The Remuneration and Nomination Committee reviews at least annually the composition of the Board and its Committees, including the balance of professional skills, experience, knowledge, diversity (including age, gender, social and ethnic backgrounds and cognitive and personal strengths) and length of service, and makes recommendations to the Board when it considers that a new Director should be recruited.
Once a decision has been taken by the Board to recruit a new Director, the Remuneration and Nomination Committee oversees the recruitment process. At the outset, the Committee reviews the current balance and diversity of the Board, identifies any specific professional skills, experience, knowledge and personal qualities that are required to ensure the continued effective operation of the Board and then sets objective selection criteria to ensure a formal and transparent appointment process. The Remuneration and Nomination Committee intends to use non-executive director recruitment consultants and/or open advertising when recruiting new Directors. Following the creation of a shortlist of candidates, the decision-making process will be based on merit, with due consideration of the objective selection criteria identified.
When considering new appointments, the Remuneration and Nomination Committee also takes into account other demands on the candidates' time. In advance of joining the Board, successful candidates will be asked to confirm any existing significant commitments with an indication of the time involved and to confirm that they are able to allocate sufficient time to the business of the Company and that there are no situations where they have, or could have, a direct or indirect interest that conflicts, or possibly could conflict, with the Company's interests.
Directors are not appointed for any specific term and are subject to election at the first AGM following their appointment and, thereafter, annual re-election at AGMs and may resign by notice in writing to the Board at any time. At the time of appointment, a new Director receives a letter of appointment that sets out their duties and obligations. Copies of the letters of appointment of the current Directors are available for inspection at the Company's registered office and at each AGM.
Board induction and training
New Directors receive an induction on joining the Board covering the Company's strategy, policies, operational structure and governance, which is coordinated by the Company Secretary. In addition, new Directors are briefed fully about the Company's strategy and portfolio by the Investment Manager.
The Company Secretary is charged with assisting in the ongoing training and development of all Directors, including providing the Directors with details of the Company's regulatory and statutory obligations (and changes thereto). Directors are able to receive training or additional information on any specific subject pertinent to their role as a Director that they request or require. The Directors are encouraged to participate in relevant industry events and to attend any other relevant seminars and conferences, if necessary, at the Company's expense.
Information and support
To enable the Board to function effectively and the Directors to discharge their responsibilities, the Directors are regularly updated on investment, financial, investor and other stakeholder engagement and other matters. In addition to periodic reporting at scheduled Board and Committee meetings, the Directors receive, and may request, ad hoc information from the Investment Manager, Administrator and other key service providers.
The Directors have access to the advice and services of the Administrator. In addition, there is a procedure in place for Directors to take independent professional advice at the Company's expense should this be required to aid them in their duties. No such independent professional advice was sought during the year under review.
Time commitment
All Directors are aware of the need to allocate sufficient time to the Company in order to discharge their responsibilities effectively. Directors must obtain prior approval from the Board when they take on any additional external appointments and it is their responsibility to ensure that such appointments will not prevent them meeting their time commitments to the Company.
Election and re-election by shareholders
Directors are required to stand for election at the first AGM following their annual re-election at each subsequent AGM. Directors' appointments are reviewed by the Remuneration and Nomination Committee ahead of their submission for election or re-election, with submission being contingent on satisfactory performance evaluation and their willingness to continue to act.
If, at a general meeting at which a Director retires, the Company neither re-elects that Director nor appoints another person to the Board in the place of that Director, the retiring Director shall, if willing to act, be deemed to have been re-elected unless at the general meeting it is resolved not to fill the vacancy or a resolution for the re-election of the Director is put to the meeting and not passed.
All of the Directors will retire at the forthcoming AGM and are willing to continue to act. Having considered their effectiveness, demonstration of commitment to the role, attendance at meetings and contribution to the Board's and Committees' deliberations, the Board has approved the nomination for re-election of all of the Directors.
Board tenure
The Board's policy on Director, including Chair, tenure is that a Director should normally serve no longer than nine years but, where it is in the best interests of the Company, its shareholders and other stakeholders, a Director may serve for a limited time beyond that.
The Board believes that the continuity of experience and knowledge of its Directors is important and that a suitable balance requires to be struck with the need for refreshing the professional skills and experience of the Board. The Board believes that some limited flexibility in its approach to Director, including Chair, tenure will enable it to manage succession planning more effectively.
Succession planning
The Remuneration and Nomination Committee is responsible for succession planning and its approach to succession planning is explained in its Report below.
Annual Performance Evaluations
Board, Committees, Chair and individual Directors
Details on the annual evaluations of the Board, its standing Committees, the Chair and individual Directors, conducted by the Remuneration and Nomination Committee, are included in that Committee's Report below. Having considered the Committee's report and recommendations, the Board accepted all the Committee's recommendations.
Investment Manager
Details on the annual evaluation of the Investment Manager, conducted by the Management Engagement Committee, are included in that Committee's Report below. Having considered the Committee's report and recommendations, the Board believes that the continued appointment of the Investment Manager on the terms agreed is in the interests of the shareholders as a whole.
Administrator and other key service providers
Information on the annual evaluations of the Administrator and other key service providers is included in the Management Engagement Committee Report below. Having considered the Committee's report and recommendations, the Board accepted all the Committee's recommendations.
Risk Management and Internal Controls
A critical factor in achieving the long-term sustainable success of the Company is understanding the risks that the Company faces and ensuring that controls are in place to manage and mitigate them. The Company's principal and emerging risks, together with details of how we seek to manage and mitigate them, are set out in the Strategic Report. The Company's financial risks are discussed in note 15 to the financial statements below.
Responsibility for risk management and internal controls
The Board is responsible for determining the nature and extent of the principal and emerging risks the Company is willing to take in order to achieve its long-term strategic objectives. The Board is also responsible for maintaining the Company's systems of risk management and internal controls (such as financial, operational and compliance controls).
Risk management and internal control systems
The Board, through the Audit Committee, has established, in conjunction with the Investment Manager and Administrator, an ongoing process that is designed to identify, manage and mitigate on a timely basis both the principal and emerging risks inherent to the Company's business and activities and safeguard the Company's assets. The process takes into account that the Company has delegated its day-to-day activities to the Investment Manager and Administrator and has clearly defined their roles, responsibilities and authorities. The Investment Manager, which is regulated by the FCA, and Administrator have their own risk management and internal control systems that operate on an ongoing basis. The Administrator has an annual type 2 report produced under the International Standard on Assurance Engagements (ISAE) 3402, which entails an independent rigorous examination and testing of its controls and processes.
The Company has a risk-based approach to risk management and internal controls through a detailed matrix that identifies each of the key risks associated with the Company's business and activities and the controls employed to mitigate those risks. Accordingly, the process seeks to manage rather than eliminate the risk of failure to achieve the Company's business objectives and provides reasonable, but not absolute, assurance against material misstatement or loss.
The Audit Committee is responsible for monitoring and regularly reviewing the Company's risk management and internal control process, including the risk matrix, and reports its findings and conclusions to the Board. Where changes in risk are identified during the year, the risk matrix is updated as appropriate and an assessment made as to whether further action is required to manage and/or mitigate the changes identified and then the updated risk matrix is recommended by the Audit Committee to the Board for approval.
The Board, either directly or through the Audit Committee, oversees the ongoing performance and actions of the Investment Manager and Administrator at scheduled meeting and, as required, at ad hoc meetings. At the scheduled Board and Audit Committee meetings, the Investment Manager reports on the performance and valuation of the Company's investments, activities since the last scheduled meetings, any specific new or merging risks identified relating to the Company's investment activities and cash projections and the Administrator reports on the Company's corporate activity and financial, compliance, governance, legal and regulatory matters. The Board also receives updates from the Investment Manager and Administrator on material developments affecting the Company's business, activities or investments between scheduled Board meetings.
The Board, Investment Manager and Administrator, together, review all financial performance and results notifications. In addition, the Investment Manager reports to the Board twice a year regarding the Company's longer-term viability, which includes financial sensitivities and stress testing of the business to ensure that the adoption of the going concern basis continues to be appropriate.
The Company is ultimately dependent upon the quality and integrity of the management and staff of the Investment Manager and Administrator. In each case, qualified and able individuals have been selected at all levels. The Investment Manager and Administrator are aware of the Company's risk management and internal controls relevant to their activities and are collectively accountable for the operation of those controls.
Each year a detailed review of the quality of services and performance of the Investment Manager, Administrator and other key service providers pursuant to their terms of engagement is undertaken by the Management Engagement Committee.
The Company's risk management and internal control systems accord with the AIC Code and the FRC's 'Guidance on Risk Management, Internal Control and Related Financial and Business Reporting' and did not change materially, throughout the year and up to the date of this Report.
Effectiveness of risk management and internal controls
The AIC Code requires the Board to review the effectiveness of the Company's systems of risk management and internal controls at least annually. At its October 2025 meeting, the Audit Committee carried out an annual assessment of the Company's risk management and internal controls for the year ended 30 June 2025 and took into account events since the year end. The Committee determined that the risk management and internal controls were operating effectively and as expected.
Based on the ongoing work of the Audit Committee in monitoring the risk management and internal control systems on behalf of the Board and the Audit Committee's report to the Board on its findings and conclusions regarding those systems, the Board:
· is satisfied that it has carried out a robust assessment of the principal and emerging risks facing the Company, including those that could threaten its business model, future performance, solvency, liquidity or reputation; and
· has reviewed the adequacy and effectiveness of the risk management and internal control systems and no significant failings or weaknesses were identified.
Internal Audit Function
For the reasons stated in the Audit Committee Report below, the Board does not currently consider that an internal audit function is required.
Relations with Shareholders and Other Stakeholders
We place great importance on communication with shareholders, as well as with the Investment Manager, Administrator and other key stakeholders. Details of our engagement with all of the Company's key stakeholders and examples of how we had regard to those stakeholders in our decision-making processes during the year are set out in the Strategic Report. In addition, the Chairs of the Board's standing Committees will seek to engage with shareholders on significant matters related to their areas of responsibility.
The Board recognises that relationships with service providers and other suppliers are enhanced by prompt payment and the Administrator, in conjunction with the Investment Manager, ensures all payments are processed within the contractual terms agreed with individual suppliers.
Approval
This Corporate Governance Report was approved by the Board on 17 October 2025.
On behalf of the Board:
Will Whitehorn
Chair
17 October 2025
Audit Committee Report
I am pleased to present my report as Chair of the Audit Committee. All Board members are also members of the Committee.
The Committee members have considerable business and financial experience. In particular, I am a Fellow of the Institute of Chartered Accountants in England and Wales. The AIC Code permits the Chair of the Board to be a member of the Committee and the Board believes that Will Whitehorn's SpaceTech industry experience and knowledge is a significant benefit to the Committee. The Board considers that the membership of the Committee as a whole has sufficient recent and relevant sector and financial experience to discharge the responsibilities of the Committee All members of the Committee are independent of the Company's Auditor, Investment Manager and Administrator.
The role of the Committee is to assist the Board in protecting shareholders' interests through fair, balanced and understandable financial reporting, ensuring effective risk management and internal controls and maintaining an appropriate relationship with the Company's Auditor. The Committee operates to a forward-planned agenda linked to the Company's financial calendar. The Committee meets eight times a year (four valuation meetings and four meetings to, amongst other matters, approve the quarterly NAVs) and at such other times as the Committee Chair shall require.
Representatives of the Investment Manager and Administrator attend Committee meetings and the Committee Chair may invite other external specialists as and when deemed appropriate. The Auditor attends the Committee meetings at which the interim and year end valuations and Annual Report are considered and such other meetings as may be agreed with the Committee Chair. At least once a year the Committee meets with the Auditor without any representative of the Investment Manager or Administrator being present.
The Committee's authority and duties are clearly defined in its written terms of reference which are available on the Company's website (https://investors.seraphim.vc/). The terms of reference include all matters indicated by the FCA's Disclosure Guidance and Transparency Rule 7.1, the AIC Code and the UK Code. The terms of reference are reviewed at least annually.
Key responsibilities · Scrutinising and, where appropriate, challenging the Investment Manager's proposed valuations of SSIT's private company investments. · Monitoring the integrity of SSIT's financial reporting and, where appropriate, challenging the financial reporting judgements of the Investment Manager and Administrator. · Keeping under review the adequacy and effectiveness of SSIT's risk management and internal control systems. · Considering the ongoing assessment of SSIT as a going concern and of its longer-term viability. · Appointing the Auditor, approving its remuneration, monitoring the extent of any proposed non‑audit services and generally overseeing the relationship. · Monitoring the Auditor's independence, objectivity and effectiveness. · Reviewing the performance and quality of the Auditor's audit work. · Reporting to the Board on the main matters discussed at Committee meetings and making recommendations as appropriate. |
Principal Activities
The Committee met eight times during the year and two times in the subsequent period to the date of this Report. In addition, there was ongoing liaison and discussion between the Auditor (BDO LLP), Investment Manager, Administrator and me with regard to the audit approach and progress and other matters pertinent to the Committee.
The main matters reviewed and discussed at the Committee's meetings included:
· the Investment Manager's valuation approach and the quarterly valuations of the Company's investments prepared by the Investment Manager;
· SSIT's key risks, including emerging risks, and its risk matrix;
· the adequacy and effectiveness of the Company's risk management and internal control systems;
· SSIT's costs budget and costs incurred relative to budget;
· SSIT's ability to continue as a going concern and its longer-term viability;
· SSIT's periodic financial statements, including accounting policies;
· the format and content of the Annual and Interim Reports, associated results announcements and related matters;
· whether there is a need for an internal audit function;
· the Financial Reporting Council's latest Annual Review of Audit Quality Report and its Audit Quality Inspection and Supervision Report on BDO LLP;
· the Auditor's independence, fee and terms of engagement; and
· the audit plan of the Auditor and its implementation.
Significant Areas of Judgement
The most significant risk of misstatement of the Company's financial statements relates to the valuations of SSIT's private company investments, which are held at fair value through profit or loss and represent a significant proportion of the Company's net assets (89.1% as at 30 June 2025), as the valuation process includes the use of estimates, assumptions and judgements. Whilst the Administrator calculates the NAV, the most significant input to calculating the NAV is the valuations of the Company's investments, which are prepared by the Investment Manager. Accordingly, there is also an inherent risk of management override as the Investment Manager's performance fee is calculated based on NAV (see note 5 to the financial statements below for details of the performance fee). Valuations are subject to review by the Committee and approval by the Board.
The Company's private company investments are predominantly early or growth stage companies. Valuations are prepared in accordance with the IPEV Valuation Guidelines and the Investment Manager's valuation policy, which is formally reviewed by the Audit Committee on at least an annual basis and is approved by the Board. The Investment Manager's approach to valuation of investments is outlined in its Report and notes 2 and 9 to the financial statements below.
On a quarterly basis, the Investment Manager provides a detailed analysis of the proposed valuations of the Company's investments with supporting materials. These are initially reviewed and discussed in detail by the Committee at a valuation meeting and the Committee, as necessary, challenges the analysis and supporting materials, including the methodology and integrity of the valuations, and may request additional information. The final proposed valuations are then considered by the Committee at its meeting to approve the quarterly NAV. Once the Committee has satisfied itself that the key estimates, assumptions and judgements used in the valuations are appropriate and that the investments have been fairly valued, it recommends the valuations for approval by the Board.
The Auditor has explained the results of its audit work on valuations in its Report. There were no adjustments proposed that were material in the context of this Annual Report as a whole.
Risk Management and Internal Controls
Under the AIC Code, the Board is required to establish procedures to manage risk, oversee the internal control framework and determine the nature and extent of the principal risks the Company is willing to take in order to achieve its long-term strategic objectives. A principal role of the Committee is to assist the Board in this regard. Details of the Company's risk management and internal controls framework are set out under 'Principal Risks and Uncertainties' above. The Company's principal and emerging risks, together with details of how the Board seeks to manage and mitigate them, are also set out under 'Risk and Risk Management' below. The Committee continued to monitor the effectiveness of the Company's risk management and internal controls framework during the year, making changes as required.
The AIC Code requires the Board to review the effectiveness of the Company's risk management and internal controls systems at least annually. At its October 2025 meeting, the Committee carried out an annual assessment of the Company's risk management and internal control systems for the year ended 30 June 2025 and took into account events subsequent to the year end. No significant weaknesses in the systems were identified and the Committee concluded that they were operating effectively and as expected.
Financial Reporting
The primary role of the Committee in relation to financial reporting is to review, with the Administrator, Investment Manager and, in the case of the Annual Report, Auditor, and report to the Board on the integrity of the financial statements and the appropriateness of the Annual or Interim Report, as appropriate, concentrating on, amongst other matters:
· the quality and acceptability of accounting policies and practices;
· the clarity of the disclosures and compliance with financial reporting standards and relevant financial and governance reporting requirements;
· material areas in which significant judgements are applied or where there have been discussions with the Auditor, including the valuation of unlisted investments and going concern and viability statements;
· the Company's longer-term viability;
· whether the strategic report in the Annual Report includes a fair review of the development and performance of the business and financial position of the Company, together with a description of the principal and emerging risks and uncertainties that it faces; and
· whether the Annual Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy.
To aid its review, the Committee considers reports from the Administrator and Investment Manager and, in relation to the Annual Report, the report from the Auditor on the outcome of its annual audit. Information on the assessment of SSIT's longer-term viability is set out in the Strategic Report.
Having completed a comprehensive review of this Annual Report and made enquiries of the various parties involved in its preparation, the Committee concluded that this Annual Report, taken as a whole, is fair, balanced and understandable and provides the necessary information for shareholders to assess the Company's financial position, performance, business model and strategy. The Committee reported its conclusion to the Board.
Internal Audit
The Committee considers at least once a year whether there is a need for an internal audit function. Currently, the Committee does not consider there to be a need for an internal audit function on the basis that the Company has no employees and all outsourced functions are with parties who have their own internal controls and procedures. The Management Engagement Committee regularly reviews the performance of the Investment Manager, Administrator and other key service providers and their risk and control processes.
Auditor
BDO LLP was appointed as the Company's Auditor following its incorporation. The reappointment of the Auditor is subject to annual shareholder approval at the AGM. There are no contractual obligations restricting the choice of Auditor and the Company will put the audit services contract out to tender at least every 10 years. In accordance with professional guidelines, the Company's statutory auditor, Mr Wieder, will be rotated at least every five years. Mr Wieder has completed his fourth year in the role.
To form a view on audit quality and the effectiveness of the external audit process, the Committee reviewed and considered:
· the Auditor's fulfilment of the agreed audit plan and variations from it;
· discussions or reports highlighting the major issues that arose during the course of the audit;
· the Committee's own observations and interactions with the Auditor and feedback from the Administrator and Investment Manager on the performance of the audit team, including:
- the audit team's understanding of the Company's business and activities;
- the level of diligence, professional scepticism and challenge offered by the audit team;
- the technical competence, skills, experience and overall quality of the audit team;
- the timeliness of delivering the tasks required for the audit and reporting to the Committee;
- the overall quality of the service; and
- the overall robustness of the audit.
Following this review, the Audit Committee was satisfied that BDO LLP had carried out its duties in a diligent and professional manner and provided a high level of service.
The Committee monitors the Auditor's independence through three aspects of its work:
· its policy regulating the non-audit services that may be provided by the Auditor to the Company;
· assessing the appropriateness of the fees paid to the Auditor for all work undertaken by it; and
· reviewing the information and assurances provided by the Auditor on its compliance with the relevant ethical standards.
Details of the audit fees paid to BDO LLP in respect of the year under review and the prior year are set out in note 6 to the financial statements below. During the last three financial years, there were no payments made to BDO LLP for non-audit services. The Committee considered BDO LLP to be independent of the Company.
BDO LLP confirmed that all its partners and staff involved with the audit were independent of any links to the Company and that these individuals had complied with BDO LLP's ethics and independence policies and procedures which are fully consistent with the Financial Reporting Council's Ethical Standards.
Having satisfied itself as to the effectiveness of the audit process and independence of BDO LLP as the Company's Auditor, the Committee recommended to the Board that BDO LLP be reappointed as Auditor for the year ending 30 June 2026. Accordingly, a resolution proposing the reappointment of BDO LLP as the Auditor will be put to shareholders at the 2025 AGM.
The Committee will continue to monitor the performance of the Auditor on an annual basis and will consider its independence and objectivity, taking account of appropriate guidelines. In addition, the Committee Chair will continue to maintain regular contact with the lead audit partner outside the formal Committee meeting schedule, not only to discuss formal agenda items for upcoming meetings, but also to review any other significant matters.
Committee Evaluation
The Audit Committee's composition and activities are reviewed annually as part of the Board's annual performance evaluation undertaken by the Remuneration and Nomination Committee (see the Remuneration and Nomination Committee Report for further information). Having completed the annual evaluation process in May 2025, the Remuneration and Nomination Committee concluded that the Audit Committee had the right balance of membership in terms of breadth of professional skills, experience and knowledge relevant to the Company's structure and strategy and was operating effectively with the appropriate level of diligence and challenge.
Approval
This Audit Committee Report was approved on 17 October 2025.
On behalf of the Committee:
Angela Lane
Audit Committee Chair
17 October 2025
Management Engagement Committee Report
Christina McComb
I am pleased to present my report as Chair of the Management Engagement Committee. All Board members are also members of the Committee.
The Committee's authority and duties are clearly defined in its written terms of reference which are available on the Company's website (https://investors.seraphim.vc/). The terms of reference are reviewed at least annually.
The Committee meets once a year and at such other times as the Committee Chair shall require. It met once during the year.
Key responsibilities · Evaluating the performance of the Investment Manager. · Considering the merit of obtaining an independent appraisal of the Investment Manager's services. · Reviewing the terms of the Investment Management Agreement, including the methodology and level of the fees payable to the Investment Manager. · Evaluating the performance of SSIT's other key service providers (except for the Auditor) and whether those service providers deliver value for money services. · Assessing whether the culture, policies and practices of the Investment Manager and other key service providers are consistent with good risk management, compliance and regulatory frameworks. · Reporting to the Board on the main matters discussed at Committee meetings and making recommendations as appropriate. |
Principal Activities During the Year
Evaluation of the Investment Manager
The performance of the Investment Manager is considered at every Board meeting, with a formal evaluation by the Committee at least once each year. To assist in ongoing monitoring, the Board receives detailed reports and views from the Investment Manager on the Company's investment strategy, investment portfolio and pipeline (including associated risks) and investment performance.
The Committee met in May 2025 for the purpose of the formal annual evaluation of the Investment Manager's performance and to review the terms of the Investment Management Agreement (details of which are included under 'Investment Manager' and in note 5 to the financial statements), including the fee and notice to terminate provisions. The Committee reviewed a detailed questionnaire completed by the Investment Manager, which included sections on the Investment Manager's systems, controls and policies. The results of the detailed questionnaire completed by the Directors and the Investment Manager in connection with the Board evaluation, to the extent that they were relevant to the Investment Manager evaluation, were also reviewed. Other factors reviewed included:
· depth, quality and continuity of the Investment Manager's team responsible for SSIT;
· investment results achieved to date;
· the Investment Manager's engagement with the Board, investors and other key stakeholders;
· the Investment Manager's ongoing commitment to promoting the Company;
· the Investment Manager's compliance with contractual arrangements and duties, including compliance with SSIT's investment policy;
· the methodology and level of the management and performance fees (see note 5 to the financial statements below for details) having regard to those of comparable listed investment companies; and
· the Investment Manager's culture and its strategy and goals for developing its business.
Following its review, the Committee concluded that the Investment Manager was performing well against the requirements set by the Board and that it was satisfied, in all material respects, with the services provided by, performance of and support from the Investment Manager and also with the interaction between the Board and the Investment Manager.
The Committee concluded that, in its opinion, the continuing appointment of the Investment Manager on the terms agreed was in the best interests of shareholders as a whole and recommended this to the Board. The Board agreed with the Committee's recommendation and approved the continuing appointment of the Investment Manager on the terms agreed.
Evaluation of other key service providers
The performance of the Company's other key service providers is monitored by the Board on an ongoing basis and formally evaluated by the Committee at least once a year, with a key focus on the Administrator and Company Secretary.
At its meeting in May 2025, the Committee undertook the formal annual evaluation of the other key service providers' performance and reviewed their respective remuneration. The Committee reviewed the detailed questionnaires completed by the other key service providers, which included sections on their systems, controls and policies. In most instances, relationships with the other key service providers are managed by the Investment Manager and/or Administrator and Company Secretary on behalf of the Board and the Committee considered feedback received from them regarding the levels of service provided by, and relationships with, the other key service providers.
The Committee was satisfied, in all material respects, with the levels of service provided by the other key service providers. The Committee concluded that, in its opinion, the continuing appointments of the other key service providers on the terms agreed remained appropriate and in the best interests of the Company and recommended this to the Board. The Board agreed with the Committee's recommendations and approved the continuing appointments of the other key service providers on the terms agreed.
Committee Evaluation
The Management Engagement Committee's composition and activities are reviewed as part of the Board's annual performance evaluation undertaken by the Remuneration and Nomination Committee (see the Remuneration and Nomination Committee Report below for further information). Having completed the annual evaluation process in May 2025, the Remuneration and Nomination Committee concluded that the Management Engagement Committee had the right balance of membership and was discharging its duties effectively.
Approval
This Management Engagement Committee Report was approved on 17 October 2025.
On behalf of the Committee:
Christina McComb
Management Engagement Committee Chair
17 October 2025
Remuneration and Nomination Committee Report
Sue Inglis
I am pleased to present my report as Chair of the Remuneration and Nomination Committee. All Board members are also members of the Committee. Individual Directors are not involved in decisions connected with their own appointments.
The Committee's authority and duties are clearly defined in its written terms of reference which are available on the Company's website (https://investors.seraphim.vc/). The terms of reference are reviewed at least annually.
The Committee meets once a year, and at such other times as the Committee Chair shall require. It met once during the year.
Key responsibilities · Developing and reviewing the Directors' remuneration policy and policies on Board tenure and diversity. · Reviewing the Directors' remuneration levels and considering the need to appoint external remuneration consultants. · Reviewing outside commitments of the Directors. · Evaluating the Board, its Committees and the Directors and considering whether Directors should be recommended for election or re-election. · Reviewing the composition of the Board and its Committees, including the balance of professional skills, experience, knowledge, diversity (including gender, social and ethnic backgrounds and cognitive and personal strengths) and length of service. · Formulating succession plans for the Directors consistent with the Company's policies on Board tenure and diversity. · Identifying, evaluating and recommending candidates for new Board appointments. · Reporting to the Board on the main matters discussed at Committee meetings and making recommendations as appropriate. |
Principal Activities During the Year
Annual evaluation of Board, Committees and Directors
The Committee ensures that there is a formal and rigorous annual evaluation of the performance of the Board, its standing Committees, the Chair and other individual Directors.
The evaluations, which were facilitated by the Company Secretary and undertaken during May 2025, consisted of performance appraisals, questionnaires and discussions to determine effectiveness and performance in various areas. The areas considered included (a) the composition, knowledge, professional skills and independence of the Board and its standing Committees, (b) governance and processes, (c) the contributions of individual Directors to the work of the Board and its standing Committees, (d) the relationships and communication between the Directors, as well as between the Board and the Investment Manager, the Administrator and other key service providers, (e) investment matters, (f) shareholder engagement, (g) delivering shareholder value and (h) key priorities for the financial year ending 30 June 2026. The Committee also sought the views of the Investment Manager as part of the evaluation process. The performance evaluation of the Chair was led by myself as the Company's Senior Independent Director and Chair of the Committee.
Following review and discussion of the evaluation results, the Committee concluded, at its scheduled meeting in May 2025, that:
· each Director continued to be independent in character and judgement, their professional skills, experience and knowledge were a significant benefit to the Board and its Committees and they had demonstrated their ability to commit the time required to fulfil their responsibilities;
· the Directors (individually and collectively as the Board and members of the Committees) had been operating effectively;
· the Board and each of its Committees had a good balance of relevant professional skills, experience and knowledge relevant to the Company's structure and strategy; and
· there were no specific additional training requirements for any of the Directors.
The Committee was cognisant that the Board does not currently have at least one member from a minority ethnic background (contrary to the FCA's target for listed companies) and had a robust debate as to whether to recruit an ethnically diverse Director in the near future. Based on SSIT's current size, the Committee concluded a Board of four Directors was appropriate and, accordingly, the recruitment of an ethnically diverse Director would either require an existing Director to stand down or add additional cost for the Company. The Committee noted the outcome of the evaluation of the current Directors, Board and standing Committees referred to above and agreed that the Board and standing Committee structures, sizes and compositions were appropriate at this stage in the Company's life. The Committee also noted that all Directors had been in office for less than five years. The Committee concluded that shareholders' interests would not be best served by recruiting an ethnically diverse Director at this stage. However, the Committee supports the principle of boardroom diversity, including ethnic diversity, and agreed that ethnic representation will be an important consideration in future Board appointments.
The Committee agreed that the proposed re-election of each Director at the 2025 AGM should be recommended.
The Committee made recommendations to the Board based on the outcome of its deliberations.
Annual review of Directors' remuneration
Details of the annual review of Directors' fees and its outcome can be found in the Directors' Remuneration Report.
Other routine activities
The Committee also reviewed:
· the Board's policies on diversity and Board tenure and recommended them to the Board for approval (see 'Board diversity' and 'Board tenure' above for details of these policies, as approved by the Board);
· the Board's succession plan; and
· the Directors' remuneration policy, which is set out in the Directors' Remuneration Report.
Succession planning
The tenure of all Directors, including the Chair, is expected not to exceed nine years unless exceptional circumstances warrant, such as to allow for phased retirements of the current Directors who were all appointed at, or shortly after, the Company's IPO in 2021. The Committee considers succession planning annually and has developed a succession plan that seeks to achieve an appropriate balance between preservation of experience and knowledge and bringing in fresh ideas and perspectives and is consistent with the Company's policies on Board tenure and diversity. The succession plan envisages that there may be temporary increases in the number of Directors to ensure an orderly handover of, in particular, the roles of Chair and Chair of the Audit Committee. Notwithstanding the succession plan, the continuation of each Director's term remains subject to annual shareholder approval.
The aim of the Company's succession plan is:
· to preserve continuity by phasing the retirement of the original Directors so that they do not all retire at once after serving nine years; and
· to ensure the necessary balance of professional skills, experience, perspectives and length of service is maintained.
The Committee intends to use non-executive director recruitment consultants and/or open advertising when recruiting new Directors in the future. In line with our commitment to robust governance and continuity, we anticipate the succession of the original Directors will be staggered and take place in the coming years to ensure a seamless transition whilst maintaining the strategic direction of the Company. The process for recruiting additional Directors is described under 'Appointments to the Board' above.
Committee Evaluation
The Committee's composition and activities are reviewed as part of the annual Board evaluation process. As noted above, the last annual Board evaluation process was completed in May 2025, with the Committee concluding it was operating effectively with the right balance of membership and professional skills.
Approval
This Remuneration and Nomination Committee Report was approved on 17 October 2025.
On behalf of the Committee:
Sue Inglis
Remuneration and Nomination Committee Chair
17 October 2025
Directors' Remuneration Report
This Report has been prepared by the Directors in accordance with the requirements of the Companies Act 2006 and the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008. By law, the Company's Auditor is required to audit certain of the disclosures provided in this Report. Where disclosures have been audited, they are indicated as such. Ordinary resolutions for the approval of this Report and the remuneration policy set out below will be put to shareholders at the Company's AGM on 25 November 2025.
Annual Statement from the Chair of the Board
The Company's remuneration policy, which is set out below, is subject to shareholder approval every three years or sooner if an alteration to the policy is proposed. The remuneration policy was approved at the AGM held on 17 November 2022, and accordingly, is subject to approval at the AGM in 2025. The only change proposed to the remuneration policy approved at the 2022 AGM is the confirmation of the Board's ability, as permitted bythe Company's Articles of Association, to pay individual Directors additional fees for any further specific work undertaken on behalf of the Company which is outside of their normal duties and requires a meaningful time commitment. Any such additional fees will only be paid in exceptional circumstances. If approved at this year's AGM, it is intended that the remuneration policy set out below will continue in force until the AGM in 2028.
The Directors' remuneration has been set in order to attract individuals of a calibre appropriate to the future development of the Company. For the year ended 30 June 2025, the Directors' remuneration was set at £52,500 per annum for each Director. Following the Remuneration and Nomination Committee's most recent annual review of Directors' fees in May 2025, the Board approved the Committee's recommendation that the fee should be increased by 3.6%, which is in line with inflation, to £54,400 per annum for each Director effective 1 July 2025. The Company's flat fee structure for Directors' is unusual but, having assessed the Directors' respective contributions and activities in promoting the long-term sustainable success of the Company and generating value for shareholders, the Remuneration and Nomination Committee concluded that the structure remained appropriate as a fair reflection of those contributions. The Remuneration and Nomination Committee did not receive independent advice or services in respect of its review of the Directors' remuneration but did consider the level of directors' fees paid by comparable UK-listed investment companies.
Remuneration Policy
It is the Company's policy to determine the level of Directors' fees which should be sufficient to attract and retain Directors with appropriate professional skills and experience necessary for the effective stewardship of the Company and the expected contribution of the Board as a whole in achieving the Company's objectives. The time committed to the Company's business and the specific responsibilities of individual Directors are taken into account. The policy aims to be fair and reasonable in relation to the level of fees payable to non-executive directors of comparable investment companies and other investment companies of similar size and complexity as the Company.
The Company's Articles of Association limit the aggregate fees payable to the Directors to £500,000 per annum (any change to that limit requires shareholder approval). Within that limit, it is the responsibility of the Board as a whole to determine and approve the Directors' fees, following a recommendation from the Remuneration and Nomination Committee. The fees are fixed and payable in cash, quarterly in arrears. Annual fees are pro-rated where a change takes place during a financial year. Directors have no entitlement to pensions or pension-related benefits, medical or life insurance schemes, share options or long-term incentive schemes.
The Directors' fee rates are reviewed by the Remuneration and Nomination Committee at least annually, but reviews will not necessarily result in a change to the rates. In exceptional circumstances, where an individual Director is required to undertake further specific work on behalf of the Company which is outside of their normal duties and requires a meaningful time commitment, the Remuneration and Nomination Committee may determine that an additional fee is appropriate. Any such fees will be subject to Board approval and considered on a case-by-case basis and details of any such fees and the associated work undertaken will be disclosed in the Directors' Remuneration Report in the next Annual Report. Any feedback received from shareholders will be taken into account when setting fee rates. Directors abstain from voting on their own fees.
The Directors are entitled to the reimbursement of reasonable fees and expenses incurred by them in the performance of their duties. Where expenses are recognised as a taxable benefit, a Director may receive the grossed-up costs of that expense as a benefit.
The Directors do not have service contracts. Each Director has signed a letter of appointment with the Company. The letters of appointment do not include any minimum period of notice of termination by either party or any provision for compensation for loss of office.
Annual Report on Directors' Remuneration (Audited Information)
The table below shows all remuneration earned by each individual Director during the year.
|
Role |
30 June 2025 £ |
30 June 2024 £ |
Will Whitehorn |
Chair |
52,500 |
50,000 |
Sue Inglis |
Senior Independent Director and Remuneration and Nomination Committee Chair |
52,500 |
50,000 |
Angela Lane |
Audit Committee Chair |
52,500 |
50,000 |
Christina McComb |
Management Engagement Committee Chair |
52,500 |
50,000 |
Total |
|
210,000 |
200,000 |
None of the Directors received any taxable benefits or other remuneration or additional discretionary payments during the year from the Company (2024: £NIL).
Changes in Directors' Remuneration
The table below shows the percentage changes in the level of Directors' fees from year to year since the Company's IPO in 2021.
|
|
Change - year ending /ended |
|||
|
30 June 2026 |
30 June 2025 |
30 June 2024 |
30 June 2023 |
30 June 2022 |
Annual fixed fee per Director |
3.6% |
5.0% |
-- |
- |
- |
Relative Importance of Spend on Pay
The remuneration of the Directors with respect to the year totalled £210,000 (2024: £200,000). As explained under 'Target Returns and Dividend Policy', the Directors manage the Company's affairs to achieve shareholder returns through capital growth rather than income. Therefore, no dividends were declared or paid during the year (2024: none) and a comparison of amounts paid to Directors against distributions to shareholders would not be relevant.
Directors' Interests (Audited Information)
The Directors who held office during the year and their interests (including the interests of their connected persons, where applicable) in the ordinary shares of the Company at 30 June 2025 are shown in the table below. There have been no changes to the Directors' interests between 30 June 2025 and the date of this Report.
|
30 June 2025 Ordinary shares |
30 June 2024 Ordinary shares |
Will Whitehorn |
150,000 |
130,000 |
Sue Inglis |
50,000 |
50,000 |
Angela Lane |
47,000 |
47,000 |
Christina McComb |
57,283 |
41,706 |
There are no requirements for the Directors to own shares in the Company.
Statement of Voting at Annual General Meeting
An ordinary resolution to approve the Directors' remuneration policy requires to be put to shareholders at least every three years and an advisory ordinary resolution to approve the Directors' Remuneration Report (excluding the Directors' remuneration policy) requires to be put to members at each AGM. The results of the last resolutions put to shareholders, which were both proposed on polls, were as set out in the table below.
|
Votes for |
Votes against |
Total votes |
Votes withheld |
||
|
No. |
% |
No. |
% |
No. |
No. |
Approval of Directors' remuneration policy at 2022 AGM |
88,012,818 |
99.6 |
356,387 |
0.4 |
88,369,005 |
72,047 |
Approval of Directors' remuneration report for year ended 30 June 2024 at 2024 AGM |
101,149,330 |
99.6 |
431,227 |
0.4 |
101,580,557 |
53,776 |
Approval
This Directors' Remuneration Report was approved by the Board on 17 October 2025.
On behalf of the Board:
Will Whitehorn
Chair
17 October 2025
Directors' Responsibilities Statement
Responsibilities
The Directors are responsible for preparing the Annual Report, including the financial statements, in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under company law, the Directors are required to prepare the Company's financial statements in accordance with UK-adopted International Accounting Standards and the requirements of the Companies Act 2006. 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 the relevant financial year.
In preparing the 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-adopted International Accounting Standards, subject to any material departures disclosed and explained in the financial statements;
· prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business; and
· prepare a Directors' report, strategic report and Directors' remuneration report which comply with the requirements of the Companies Act 2006.
The Directors are responsible for:
· keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006;
· safeguarding the assets of the Company and, hence, for taking reasonable steps for the prevention and detection of fraud and other irregularities; and
· ensuring that the Annual Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, business model and strategy.
Website Publication
The Directors are responsible for ensuring the Annual Report and financial statements are made available on a website. Financial statements are published on the Company's website in accordance with legislation in the UK 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, which they have delegated to the Investment Manager. The Directors' responsibilities also extend to the ongoing integrity of the financial statements contained on the website.
Responsibility Statement
The Directors confirm to the best of their knowledge that:
· the Company's financial statements have been prepared in accordance with UK-adopted International Accounting Standards and give a true and fair view of the assets, liabilities, financial position and profit and loss of the Company;
· the Strategic Report includes a fair review of the development and performance of the business and financial position of the Company, together with a description of the principal and emerging risks and uncertainties that it faces; and
· the Annual Report, including the financial statements, taken as a whole is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy.
This responsibility statement was approved by the Board on 17 October 2025.
On behalf of the Board
Will Whitehorn
Chair
17 October 2025
Statement of Comprehensive Income
For the year ended 30 June 2025
|
|
Year ended 30 June 2025 |
Year ended 30 June 2024 |
||||
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
Note |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Investment gain |
|
|
|
|
|
|
|
Net gain on investments held at fair value through profit or loss |
9 |
- |
56,581 |
56,581 |
- |
10,454 |
10,454 |
|
|
- |
56,581 |
56,581 |
- |
10,454 |
10,454 |
Income |
|
|
|
|
|
|
|
Dividend income |
4 |
354 |
- |
354 |
- |
- |
- |
|
|
354 |
- |
354 |
- |
- |
- |
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
Management fee |
5 |
(2,905) |
- |
(2,905) |
(2,826) |
- |
(2,826) |
Other operating expenses |
6 |
(1,582) |
- |
(1,582) |
(1,482) |
- |
(1,482) |
Total expenses |
|
(4,487) |
- |
(4,487) |
(4,308) |
- |
(4,308) |
|
|
|
|
|
|
|
|
Operating (loss)/profit for the year |
|
(4,133) |
56,581 |
52,448 |
(4,308) |
10,454 |
6,146 |
|
|
|
|
|
|
|
|
Finance income |
|
|
|
|
|
|
|
Interest income |
|
537 |
- |
537 |
582 |
- |
582 |
Total finance income |
|
537 |
- |
537 |
582 |
- |
582 |
|
|
|
|
|
|
|
|
(Loss)/profit for the year before tax |
|
(3,596) |
56,581 |
52,985 |
(3,726) |
10,454 |
6,728 |
|
|
|
|
|
|
|
|
Tax |
7 |
- |
- |
- |
- |
- |
- |
(Loss)/profit and total comprehensive (expense)/income attributable to: |
|
(3,596) |
56,581 |
52,985 |
(3,726) |
10,454 |
6,728 |
|
|
|
|
|
|
|
|
Profit per share |
|
|
|
|
|
|
|
Basic and diluted (losses)/earnings per share (pence) |
8 |
(1.52) |
23.85 |
22.33 |
(1.57) |
4.40 |
2.83 |
All Revenue and Capital items in the above statement derive from continuing operations. No operations were acquired or discontinued in the year or prior year.
The Total column of this statement is the profit and loss account of the Company, and the Revenue and Capital columns represent supplementary information prepared under guidance issued by the Association of Investment Companies.
The accompanying notes below form an integral part of these financial statements.
Statement of Financial Position
As at 30 June 2025
|
|
30 June 2025 |
30 June 2024 |
|
|
£'000 |
£'000 |
|
Note |
|
|
|
|
|
|
Non-current assets |
|
|
|
Investments at fair value through profit or loss |
9 |
259,821 |
201,499 |
|
|
259,821 |
201,499 |
Current assets |
|
|
|
Trade and other receivables |
10 |
100 |
98 |
Cash and cash equivalents |
11 |
21,513 |
26,985 |
|
|
21,613 |
27,083 |
Current liabilities |
|
|
|
Trade and other payables |
12 |
(311) |
(444) |
|
|
(311) |
(444) |
|
|
|
|
Net current assets |
|
21,302 |
26,639 |
|
|
|
|
Net assets |
|
281,123 |
228,138 |
|
|
|
|
Equity |
|
|
|
Share capital |
13 |
2,394 |
2,394 |
Share premium |
13 |
60,377 |
60,377 |
Treasury shares |
13 |
(987) |
(987) |
Retained profit/(loss) |
|
46,163 |
(6,822) |
Special distributable reserve |
13 |
173,176 |
173,176 |
Total shareholders' funds |
|
281,123 |
228,138 |
|
|
|
|
Number of shares in issue at year end |
14 |
237,198,584 |
237,198,584 |
|
|
|
|
Net assets per share (pence) |
|
118.52 |
96.18 |
The financial statements were approved and authorised for issue by the Board of Directors on 17 October 2025 and signed on its behalf by:
Will Whitehorn Sue Inglis
Chair Director
Registered Company Number 13395698
The accompanying notes below form an integral part of these financial statements
Statement of Changes in Equity
For the year ended 30 June 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
Retained (losses)/earnings |
|
|
|
Share capital |
Share premium |
Treasury shares |
Special distributable reserve |
Revenue |
Capital |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
|
Total shareholders' funds at 1 July 2024 |
2,394 |
60,377 |
(987) |
173,176 |
(12,515) |
5,693 |
228,138 |
Total comprehensive (expense)/income for the year |
- |
- |
- |
- |
(3,596) |
56,581 |
52,985 |
|
|
|
|
|
|
|
|
Total shareholders' funds at 30 June 2025 |
2,394 |
60,377 |
(987) |
173,176 |
(16,111) |
62,274 |
281,123 |
|
|
|
|
|
|
|
|
For the year ended 30 June 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
Retained (losses)/earnings |
|
|
|
Share capital |
Share premium |
Treasury shares |
Special distributable reserve |
Revenue |
Capital |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
|
Total shareholders' funds at 1 July 2023 |
2,394 |
60,377 |
- |
173,176 |
(8,789) |
(4,761) |
222,397 |
Repurchase of ordinary shares into treasury |
- |
- |
(987) |
- |
- |
- |
(987) |
Total comprehensive (expense)/income for the year |
- |
- |
- |
- |
(3,726) |
10,454 |
6,728 |
|
|
|
|
|
|
|
|
Total shareholders' funds at 30 June 2024 |
2,394 |
60,377 |
(987) |
173,176 |
(12,515) |
5,693 |
228,138 |
The accompanying notes below form an integral part of these financial statements
Statement of Cash Flows
For the year ended 30 June 2025
|
|
For the year ended |
|
For the year ended |
|
|
30 June 2025 |
|
30 June 2024 |
|
Note |
£'000 |
|
£'000 |
|
|
|
|
|
Cash flows from operating activities |
|
|
|
|
Profit for the year before tax and dividends received |
|
52,631 |
|
6,728 |
|
|
|
|
|
Adjustments for: |
|
|
|
|
|
|
|
|
|
Dividends received |
4 |
354 |
|
|
Foreign currency cash movement |
|
188 |
|
(68) |
Purchase of investments |
9 |
(14,233) |
|
(7,145) |
Disposal of investments |
9 |
12,492 |
|
3,528 |
Unrealised movement in fair value of investments |
9 |
(53,851) |
|
(11,875) |
Realised (gain)/loss on disposal of investments |
9 |
(2,730) |
|
1,421 |
Movement in payables |
12 |
(133) |
|
16 |
Movement in receivables |
10 |
(2) |
|
(10) |
Net cash used in operating activities |
|
(5,284) |
|
(7,405) |
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
Share buy-backs |
13 |
- |
|
(987) |
Net cash generated from financing activities |
|
- |
|
(987) |
|
|
|
|
|
Net movement in cash and cash equivalents during the year |
|
(5,284) |
|
(8,392) |
Cash and cash equivalents at the beginning of the year |
|
26,985 |
|
35,309 |
Exchange translation movement |
|
(188) |
|
68 |
Cash and cash equivalents at the end of the year |
|
21,513 |
|
26,985 |
Cash flows include bank interest received of £537k (30 June 2024: £582k) and dividends received of £354k
(30 June 2024: £Nil).
The accompanying notes below form an integral part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2025
1. General Information
The Company is an externally managed closed-ended investment company, incorporated in England and Wales on 14 May 2021 with registered number 13395698. The Company's ordinary shares were admitted to trading on the London Stock Exchange's main market on 14 July 2021.
2. Material Accounting Policies
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied, unless otherwise stated.
Basis of preparation
These financial statements have been prepared on the historic cost basis, as modified for the measurement of certain financial instruments held at fair value through profit or loss and in accordance with UK-adopted International Accounting Standards and those parts of the Companies Act 2006 applicable to companies under International Financial Reporting Standards.
Where presentational guidance set out in the Association of Investment Companies Statement of Recommended Practice for the Financial Statements of Investment Trust Companies and Venture Capital Trusts (the 'AIC SORP') is consistent with the requirements of UK-adopted International Accounting Standards, the Directors have sought to prepare the financial statements on a basis compliant with the recommendations of the AIC SORP. In particular, supplementary information which analyses the Statement of Comprehensive Income between items of revenue or capital nature has been presented alongside the total Statement of Comprehensive Income. The determination of whether an item should be recognised as revenue or capital is carried out in accordance with the principles and recommendations set out in the AIC SORP. The Directors have chosen to apply the non-allocation approach, so all indirect costs are charged to the revenue column of the Statement of Comprehensive Income.
In these financial statements, values are rounded to the nearest thousand (£'000), unless otherwise indicated.
Going concern
The Company's cash balance at 30 June 2025 was £21.5m (2024: £27.0m), which was sufficient to cover its liabilities of £0.3m (2024: £0.4m) at that date and any foreseeable expenses for a period of at least 12 months from the date of approval of these financial statements, including in severe but plausible downside scenarios as described below. The Company's cash balance at the date of approval of these financial statements was £24.7m.
The Company's cash balance is comprised of cash held on deposit with substantial global financial institutions with strong credit ratings (see note 15) and the risk of default by the counterparties is considered extremely low. The major cash outflows of the Company are expected to be for the acquisition of new investments, which are discretionary. The Company is closed-ended and there is no requirement for the Company to buy back or redeem shares.
The Directors have considered the Company's income and expenditure which have been stress tested by 15% and adjusted for inflation. Based on the results of this analysis, the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due for the foreseeable future.
High growth alternative investment companies continue to suffer from adverse investor sentiment towards risk assets. This, and market volatility driven by macroeconomic and geopolitical events, remain risks to the Company. The Directors and Investment Manager continue to consider the following specific key potential impacts:
• volatility in the fair value of investments; and
• uncertainty regarding the Company's ability to raise additional capital and support its existing portfolio.
Having made enquiries, the Board is satisfied that the Company's service providers have robust processes in place in order to continue to provide the required level of services to the Company, and to maintain compliance with laws and regulations, in the face of the challenges arising as a result of the weak macroeconomic environment. There have been no operational difficulties encountered or disruption in service to date.
Based on the assessment outlined above, including the various risk mitigation measures in place, the Directors do not consider that the impact of a weak global macroeconomic environment has created a material uncertainty over the assessment of the Company as a going concern.
On the basis of this review, and after making due enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for at least 12 months from the date of approval of these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
During the viability assessment period ending 30 September 2027, an ordinary resolution will be proposed at the AGM in 2026 pertaining to the Company continuing as an investment company. Based on recent feedback received through regular shareholder engagement and the outlook for increased defence spend, the Directors believe there will continue to be demand for the Company's shares and that the resolution will pass.
Segmental reporting
The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors as a whole. The key measure of performance used by the Board to assess the Company's performance and to allocate resources is the Company's NAV, as calculated in accordance with UK-adopted International Accounting Standards, and, therefore, no reconciliation is required between the measure of profit or loss used by the Board and that contained in the financial statements.
For management purposes, the Company is organised into one main operating segment, which invests predominantly in early and growth stage privately financed SpaceTech businesses globally.
All of the Company's current bank interest income is derived from within the UK.
The Company's non-current assets are located in the US, the UK, the EU, Israel and Japan. Due to the Company's nature, it has no customers.
Functional currency and foreign currency transactions
These financial statements are presented in Sterling. As the majority of the Company's transactions are in Sterling, it is appropriate for the Company's functional currency to be Sterling. However, the Company holds investments denominated in currencies other than Sterling, including US Dollars. In addition, an element of any income from the Company's investments may be generated in currencies other than Sterling.
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the Statement of Comprehensive Income.
New and amended standards and interpretations not applied
At the date of authorisation of these financial statements, the following new standards had been published and will be effective in future accounting periods.
Effective for accounting periods beginning on or after 1 January 2027:
· IFRS 18 Presentation and Disclosures in Financial Statements.
· IFRS 19 Subsidiaries without Public Accountability: Disclosures.
At the date of authorisation of these financial statements, the following amendments had been published and will be mandatory for future accounting periods.
Effective for accounting periods beginning on or after 1 January 2025:
· Lack of exchangeability (amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates).
Effective for accounting periods beginning on or after 1 January 2026:
• Classification and measurement of financial instruments (Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures).
The Company has considered the IFRS accounting standards and interpretations that have been issued but are not yet effective. None of these standards or interpretations are likely to have a material effect on the Company, as it is the belief of the Board that the activities of the Company are unlikely to be affected by the changes to these standards, although any disclosures recommended by these standards, where applicable, will be provided as required.
Assessment as an investment entity
IFRS 10 Consolidated Financial Statements sets out the following three essential criteria that must be met if a company is to be considered as an investment entity:
· it must obtain funds from multiple investors for the purpose of providing those investors with investment management services;
· it must commit to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income or both; and
· it must measure and evaluate the performance of substantially all of its investments on a fair value basis.
In satisfying the second essential criteria, the notion of an investment time frame is critical, and an investment entity should have an exit strategy for the realisation of its investments. Also, as set out in IFRS 10, further consideration should be given to the typical characteristics of an investment entity, which are that:
· it should have more than one investment to diversify the portfolio risk and maximise returns;
· it should have multiple investors, who pool their funds to maximise investment opportunities;
· it should have investors that are not related parties of the entity; and
· it should have ownership interests in the form of equity or similar interests.
The Directors are of the opinion that the Company meets the essential criteria and typical characteristics of an investment entity as it obtains funds from investors to invest for returns from capital appreciation and substantially all of its investments are held at fair value through profit or loss, in accordance with IFRS 9 Financial Instruments. Fair value is measured in accordance with IFRS 13 Fair Value Measurement. As the Company has met the definition of an investment entity under IFRS 10, it is exempt from preparing consolidated financial statements.
Fair value movement
Gains or losses resulting from the movement in fair value of the Company's investments held at fair value through profit or loss are recognised in the Capital column of the Statement of Comprehensive Income at each valuation point.
Expenses
The Company's management, administration and all other expenses are charged through the Revenue column and any performance fee is charged to the Capital column of the Statement of Comprehensive Income.
Taxation
The Company has received confirmation from HMRC that it has been accepted as an approved investment trust with effect from 14 July 2021, provided it continues to meet the eligibility conditions of section 1158 of the Corporation Tax Act 2010 ('s.1158') and the ongoing requirements for approved companies in the Investment Trust (Approved Company) (Tax) Regulations 2011. The Directors believe that the Company has conducted its affairs in compliance with s.1158 since approval was granted and intends to continue to do so.
In respect of each accounting period for which the Company is and continues to be approved by HMRC as an investment trust, the Company will be exempt from UK corporation tax on its chargeable gains. The Company will, however, be subject to UK corporation tax on its income (currently at a rate of 25%).
In principle, the Company is liable to UK corporation tax on any dividend income. However, there are broad-ranging exemptions from this charge which would be expected to be applicable in respect of most of the dividends the Company may receive.
To the extent that the Company receives income from, or realises amounts on the disposal of, investments in foreign countries it may be subject to foreign withholding or other taxation in those jurisdictions. To the extent it relates to taxable income, this foreign tax may, to the extent not relievable under a double tax treaty, be able to be treated as an expense for UK corporation tax purposes, or if the Company has a tax liability it may be treated as a credit against UK corporation tax up to certain limits and subject to certain conditions.
Financial instruments
Financial assets and financial liabilities are recognised in the Statement of Financial Position when the Company becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are only offset, and the net amount reported in the Statement of Financial Position and Statement of Comprehensive Income, when there is a currently enforceable legal right to offset the recognised amounts and the Company intends to settle on a net basis or realise the asset and liability simultaneously.
At 30 June 2025 and 2024, the carrying amounts of cash and cash equivalents, receivables, payables and accrued expenses reflected in the financial statements are reasonable estimates of fair value in view of the nature of these instruments or the relatively short period of time between the original instruments and their expected realisation.
Financial assets
The classification of financial assets at initial recognition depends on the purpose for which the financial asset was acquired and its characteristics.
The Company's financial assets principally comprise of cash and cash equivalents and investments held at fair value through profit or loss.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances, short-term deposits held on call with banks, money market investments and other short-term highly liquid deposits with original maturities of three months or less and that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.
Investments held at fair value through profit or loss
Investments are designated upon initial recognition as held at fair value through profit or loss. Gains or losses resulting from the movement in fair value are recognised in the Statement of Comprehensive Income at each valuation point.
Financial assets are recognised/derecognised at the date of the purchase/disposal. Investments are initially recognised at cost, being the fair value of consideration given. Transaction costs are recognised in the Statement of Comprehensive Income as incurred.
Fair value is defined as the amount for which an asset could be exchanged between knowledgeable willing parties in an arm's length transaction. The value of the Company's investments is calculated on the following bases:
· the value of investments that are not publicly traded are valued using recognised valuation methodologies in accordance with the IPEV Valuation Guidelines. These methods include primary valuation techniques such as revenue or earnings multiples, milestones or recent transactions;
· where an investment in an unlisted business has been made recently, the Company may use the calibrated price of recent investment as the best indicator of fair value. In such a case, changes or events subsequent to the relevant transaction date are assessed to ascertain if they imply a change in the investment's fair value;
· publicly traded securities are valued by reference to their bid price or last traded price, if applicable, on the relevant exchange in accordance with the AIC's valuation guidelines and applicable accounting standards. Where trading in the securities of a portfolio company is suspended, the investment in those securities would be valued at the estimate of its net realisable value. In preparing valuations, account is taken, where appropriate, of latest dealing prices, valuations from reliable sources, comparable asset values and other relevant factors; and
· any value otherwise than in Sterling is converted into Sterling at the prevailing rate.
Derecognition of financial assets
A financial asset (in whole or in part) is derecognised:
· when the Company has transferred substantially all the risks and rewards of ownership; or
· when it has neither transferred nor retained substantially all the risks and rewards and when it no longer has control over the asset or a portion of the asset; or
· when the contractual right to receive cashflow has expired.
Purchases of investments for cash are classified as operating activities in the Statement of Cash Flows as the Company's objective is to generate capital growth through investment in a portfolio of predominantly early and growth stage privately financed SpaceTech businesses.
Financial liabilities
The Company's financial liabilities are measured at amortised cost and include trade and other payables and other short-term monetary liabilities which are initially recognised at fair value and subsequently measured at amortised cost using the effective interest rate method.
Share capital
Financial instruments issued by the Company are treated as equity if the holder has only a residual interest in the assets of the Company after the deduction of all liabilities. The Company's ordinary shares are classified as equity instruments.
For the issue of each ordinary share, £0.01 has been recognised in share capital and the remaining amount received has been recognised in share premium. Incremental costs directly attributable to the issue of new shares are shown in share premium as a deduction from proceeds. Amounts in the share capital and share premium accounts are not distributable.
The amount standing to the credit of the share premium account of the Company on completion of the IPO, less issue expenses set off against the share premium account, was cancelled by a court order dated 14 December 2021 and credited to the special distributable reserve, which is distributable. Retained (losses)/earnings include cumulative unrealised movements in investments which are classified as capital in the Statement of Comprehensive Income, which are not distributable; and cumulative revenue items, which are distributable to shareholders.
3. Significant Accounting Judgements, Estimates and Assumptions
The preparation of the financial statements requires the application of estimates which may affect the results reported in the financial statements. Estimates, by their nature, are based on judgement and available information.
Investment entity
As disclosed in note 2, the Directors have concluded that the Company meets the definition of an investment entity as defined in IFRS 10, IFRS 12 and IAS 27. This conclusion involved a degree of judgement and assessment as to whether the Company met the criteria outlined in the accounting standards.
Valuation
The key area involving a high degree of estimation or complexity that is significant to the financial statements has been identified as the valuation of the Company's unlisted investments (see note 9). In addition, as disclosed in note 5, amounts payable as management fee or performance fee to the Investment Manager are dependent on NAV and, therefore, valuation of investments.
The Company's unlisted investments are early or growth stage companies. The Company abides by the IPEV Valuation Guidelines in determining fair value. Given the nature of these investments, there are often no current or short-term future earnings or positive cash flows. Although not considered to be the default valuation technique, the appropriate approach to determine fair value may be based on a methodology with reference to a calibrated price of recent investment, or, in the case of terms for a future round being agreed, fair value may be based on a calibrated price of such future round, discounted for execution risk. This is of greater reliability than other methods based on estimates and assumptions and, accordingly, where there have been recent investments by third parties, the price of that investment generally provides a basis of the valuation. Recent transactions may include post year end (if terms were agreed pre year end) as well as pre year end transactions depending on their nature and timing. Where a significant milestone is achieved by a portfolio company and there has not yet been a subsequent funding round, the fair value is determined using comparable metrics. Where relevant, such as in cases where portfolio companies are profitable or have stable and predictable revenues, fair value may be determined using a multiples approach (earnings or revenue, respectively). It may be necessary to apply discounts to some or all of the comparables due to differences between the portfolio company and the comparables (such as size, margin, liquidity, marketability, etc). In addition, in the case of underperformance, fair value write-downs are taken. Publicly traded securities are valued by reference to their bid price or last traded price.
All valuations of unlisted investments are considered on a quarterly basis and calibrated against the price of the last funding round to ensure this price remains reasonable. In addition, the Company undertakes a more thorough recalibration for the material unlisted portfolio companies (a) whose last funding rounds took place more than 12 months earlier or (b) which had experienced a significant milestone event or material under- or over-performance (each a 'recalibration event'). This process entails assessing the enterprise value following the most recent round against a composite of four elements: observable market data (where possible), recent relevant private investment transactions, public market valuations of comparable companies and the company's internal metrics and performance.
In all cases, valuations of unlisted investments are based on the judgement of the Directors after consideration of the above and upon available information believed to be reliable, which may be affected by conditions in the financial markets. Due to the inherent uncertainty of the unlisted investment valuations, the estimated values may differ significantly from the values that would have been used had a ready market for the investments existed and the differences could be material. Due to this uncertainty, the Company may not be able to sell its unlisted investments at the carrying value in these financial statements when it desires to do so or to realise what it perceives to be fair value in the event of a sale.
4. Income
During the year, the Company received a dividend from Voyager ahead of its IPO.
|
|
30 June 2025 |
30 June 2024 |
|
|
£'000 |
£'000 |
|
|
|
|
Dividend income |
|
354 |
- |
|
|
354 |
- |
5. Management and Performance Fees
Management fee
Under the Investment Management Agreement, the Investment Manager is entitled to a management fee of 1.25% per annum of NAV up to £300m and 1.00% per annum of NAV above £300m, payable quarterly in advance.
Management fees incurred in the year were £2.9m (2024: £2.8m), of which £NIL was payable to the Investment Manager as at 30 June 2025 (2024: £NIL).
Performance fee
Under the Investment Management Agreement, the Investment Manager is also entitled to a performance fee of 15% once an 8% per annum hurdle is achieved with full catch-up, calculated on NAV annually. The performance fee is only payable where the adjusted NAV at the end of a performance period exceeds the higher of the performance hurdle and a high-water mark. Any accrued performance fee will only be paid to the extent that the aggregate of the net realised profits on unlisted investments, net unrealised gains on listed investments and income received from investments during the relevant performance period is greater than the performance fee payable and, to the extent that such aggregate is less than the performance fee payable, an amount equal to the difference shall be carried forward and included in the performance fee payable as at the end of the next performance period. Subject to the Takeover Code, the Investment Manager is required to reinvest 15% of any performance fee paid in shares of the Company. Full details of the performance fee are set out in the Company's IPO prospectus, which is available on the Company's website (https://investors.seraphim.vc/).
No performance fee was accrued for or paid to the Investment Manager for the year (2024: £NIL).
6. Operating Expenses
|
Year Ended |
Year Ended |
|
£'000 |
£'000 |
Administration & depository fees |
275 |
290 |
Directors' fees |
237 |
223 |
Legal & professional fees |
207 |
273 |
Audit of statutory financial statements |
110 |
105 |
Irrecoverable VAT |
76 |
60 |
Insurance expense |
29 |
22 |
Other operating expenses |
648 |
509 |
Total operating expenses |
1,582 |
1,482 |
The increase in other operating expenses for the year to 30 June 2025 is driven by an unrealised FX loss from cash and cash equivalents held in currencies other than Sterling.
The Company had no employees during the year ended 30 June 2025 (2024: None).
7. Tax
As an investment trust, the Company is exempt from UK corporation tax on capital gains arising on the disposal of shares.
Capital profits from its creditor loan relationships are exempt from UK tax where the profits are accounted for through the Capital column of the Statement of Comprehensive Income, in accordance with the AIC SORP.
No tax liability has been recognised in the financial statements.
|
30 June 2025 |
30 June 2024 |
||||
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
UK corporation tax charge on profits for the period at 25% (2024:25%) |
- |
- |
- |
- |
- |
- |
|
|
|
|
|
|
|
|
||||||
|
30 June 2025 |
30 June 2024 restated[1] |
||||
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
Return on ordinary activities before taxation |
(3,596) |
56,581 |
52,985 |
(3,726) |
10,454 |
6,728 |
|
|
|
|
|
|
|
(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%) |
(899) |
14,145 |
13,246 |
(932) |
2,614 |
1,682 |
|
|
|
|
|
|
|
Effects of: |
|
|
|
|
|
|
Non-taxable gains on investments |
- |
(14,145) |
(14,145) |
- |
(2,614) |
(2,614) |
Loss allocation from limited partnership |
(23) |
- |
(23) |
- |
- |
- |
Overseas dividends not taxable |
(88) |
- |
(88) |
- |
- |
- |
Disallowable expenses |
- |
- |
- |
2 |
- |
2 |
Excess management expenses not utilised in the year |
1,010 |
- |
1,010 |
930 |
- |
930 |
Total tax charge |
- |
- |
- |
- |
- |
- |
[1] In the prior year the value of 'disallowable expenses' was presented as an unrounded value, rather than being shown to the nearest £'000, in error. This figure, along with the value of 'excess management expenses not utilised in the year', have been restated.
As at 30 June 2025, the Company has not recognised a deferred tax asset of £4.0m (2024: £3.1m) arising as a result of having unutilised management expenses carried forward at the year end of £16.2m (2024: £12.2m) based on a prospective corporation tax rate of 25% (2024: 25%). These expenses will only be utilised if the tax treatment of the Company's income and chargeable gains changes or if the Company's investment profile changes.
Deferred tax is not provided on capital gains and losses arising on the revaluation or disposal of investments because the Company meets (and intends to continue to meet for the foreseeable future) the conditions for approval as an investment trust company.
8. Earnings Per Share
|
Year ended 30 June 2025 |
|
Year ended 30 June 2024 |
||||
|
Revenue |
Capital |
Total |
|
Revenue |
Capital |
Total |
(Loss)/profit attributable to equity - £'000 |
(3,596) |
56,581 |
52,985 |
|
(3,726) |
10,454 |
6,728 |
Weighted average number of ordinary shares in issue |
|
237,198,584 |
|
|
237,478,177 |
||
Basic and diluted (losses)/earnings per share in the year (pence) |
(1.52) |
23.85 |
22.33 |
|
(1.57) |
4.40 |
2.83 |
9. Investments Held at Fair Value Through Profit or Loss
For the year ended 30 June 2025 |
Level 1 |
Level 2 |
Level 3 |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
Opening balance |
6,946 |
4,419 |
190,134 |
201,499 |
Investment additions (1) |
- |
5,811 |
13,979 |
19,790 |
Investment disposals (2) |
(3,483) |
(13,699) |
(867) |
(18,049) |
Transfers from Level 2 to Level 1 |
872 |
(872) |
- |
- |
Transfers from Level 3 to Level 1 |
2,967 |
- |
(2,967) |
- |
|
7,302 |
(4,341) |
200,279 |
203,240 |
|
|
|
|
|
Loss / (gain) on disposals |
(984) |
3,728 |
(14) |
2,730 |
Change in fair value |
3,667 |
1,016 |
61,509 |
66,192 |
Change in fair value - foreign exchange movement |
(624) |
(403) |
(11,314) |
(12,341) |
|
2,059 |
4,341 |
50,181 |
56,581 |
Net gain on investments held at fair value through profit or loss |
2,059 |
4,341 |
50,181 |
56,581 |
Closing balance |
9,361 |
- |
250,460 |
259,821 |
[1] During the year ended 30 June 2025, cash transactions amounted to £14.2m and non-cash transactions amounted to £5.6m and relate to the exercising of options in AST SpaceMobile Inc (£4.7m) and the conversion of loan to equity in Seraphim Space Ventures II LP (£0.9m).
[2] During the year ended 30 June 2025, cash transactions amounted to £12.5m and non-cash transactions amounted to £5.6m and relate to exercising of options in AST SpaceMobile Inc (£4.7m) and the conversion of loan to equity in Seraphim Space Ventures II LP (£0.9m).
For the year ended 30 June 2024 |
Level 1 |
Level 2 |
Level 3 |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
Opening balance |
3,171 |
1,637 |
182,620 |
187,428 |
Investment additions (1) |
- |
- |
15,800 |
15,800 |
Investment disposals (2) |
- |
- |
(12,183) |
(12,183) |
Transfers from Level 3 to Level 1 |
3,852 |
- |
(3,852) |
- |
|
7,023 |
1,637 |
182,385 |
191,045 |
Loss on disposals |
- |
- |
(1,421) |
(1,421) |
Change in fair value |
(82) |
2,752 |
9,088 |
11,758 |
Change in fair value - foreign exchange movement |
5 |
30 |
82 |
117 |
|
(77) |
2,782 |
7,749 |
10,454 |
Net (loss)/gain on investments held at fair value through profit or loss |
(77) |
2,782 |
7,749 |
10,454 |
Closing balance |
6,946 |
4,419 |
190,134 |
201,499 |
|
|
|
|
|
[1] During the year ended 30 June 2024, cash transactions amounted to £7.1m and non-cash transactions amounted to £8.7m and relate to the conversions of loan to equity in D-Orbit (£4.8m) and Seraphim Space Ventures II LP (£0.1m) and the initial investment in Seraphim Space Ventures II LP (£3.8m).
[2] During the year ended 30 June 2024, cash transactions amounted to £3.5m and non-cash transactions amounted to £8.7m and relate to the conversions of loan to equity in D-Orbit (£4.8m) and Seraphim Space Ventures II LP (£0.1m) and the in specie transfer of nine assets to Seraphim Space Ventures II LP (£3.8m).
During the year ended 30 June 2025 investments with a fair value of £3.0m were transferred from Level 3 to Level 1 due to the Voyager IPO and listing in June 2025 (2024: investments with a fair value of £3.9m were transferred from Level 3 to Level 1 due to the Astroscale IPO and listing in June 2024).
During the year ended 30 June 2025 investments with a fair value of £0.9m were transferred from Level 2 to Level 1 due to the exercising of options in AST Space Mobile Inc. (2024: £NIL).
Fair value measurements
The Company measures fair value using the following fair value hierarchy that prioritises the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations with unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under IFRS 13 are as follows:
Level 1: Quoted price (unadjusted) in an active market for an identical instrument.
Level 2: Valuation techniques based on observable inputs, either directly (i.e. as prices) or indirectly (i.e. derived from prices). This category includes instruments valued using quoted prices in active markets for similar instruments, quoted prices for identical or similar instruments in markets that are considered less than active or other valuation techniques for which all significant inputs are directly or indirectly observable from market data.
Level 3: Valuation techniques using significant unobservable inputs. This category includes all instruments for which the valuation technique includes inputs that are not based on observable data and the unobservable inputs have a significant effect on the instrument's valuation. This category includes instruments that are valued based on quoted prices for similar instruments for which significant unobservable adjustments or assumptions are required to reflect differences between the instruments.
The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement.
Assessing the significance of a particular input to the fair value measurement in its entirety requires judgement, considering factors specific to the asset or liability.
The determination of what constitutes 'observable' requires significant judgement by the Company. The Company considers observable data to be market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary and provided by independent sources that are actively involved in the relevant market.
The objective of the valuation techniques used is to arrive at a fair value measurement that reflects the price that would be received if an asset was sold or a liability transferred in an orderly transaction between market participants at the measurement date.
The following tables analyse, within the fair value hierarchy, the Company's investments measured at fair value at 30 June 2025 and 2024.
As at 30 June 2025 |
Level 1 |
Level 2 |
Level 3 |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
Listed investments |
9,361 |
- |
- |
9,361 |
Unlisted investments |
|
|
250,460 |
250,460 |
|
9,361 |
|
250,460 |
259,821 |
As at 30 June 2024
|
Level 1 |
Level 2 |
Level 3 |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
Listed investments |
6,946 |
4,419 |
- |
11,365 |
Unlisted investments |
- |
- |
190,134 |
190,134 |
|
6,946 |
4,419 |
190,134 |
201,499 |
The Level 1 investments were valued by reference to the closing bid prices of each portfolio company on the reporting date.
Due to their nature, the unlisted investments are always expected to be classified as Level 3 as these are not traded and their fair values will contain unobservable inputs.
Significant unobservable inputs for Level 3 valuations
The fair value of unlisted securities is established with reference to the IPEV Valuation Guidelines, and the Company may base valuations on the calibrated price of recent investment in the portfolio companies, comparable milestones or multiples of earnings or revenues where applicable. An assessment is made at each measurement date as to the most appropriate valuation methodology.
Significant unobservable inputs
The valuation methodologies applied involve subjectivity in their significant unobservable inputs and the tables below outline these inputs. Note 15 illustrates the sensitivity that flexing these inputs has on fair value ('FV').
As at 30 June 2025
Valuation methodology |
FV (£'000) |
|
Unobservable input |
Level 1 |
|
|
|
Available market price |
9,361 |
|
n/a |
|
|
|
|
|
|
|
|
Level 3 |
|
|
|
Calibrated price of recent investment (<3 months) |
23,995 |
|
Transaction price and company performance |
Calibrated price of recent investment (3-6 months) |
3,648 |
|
Transaction price and company performance |
Calibrated price of recent investment (>6 months) |
46,922 |
|
Transaction price and company performance |
Discount to price of recent investment (post-period) |
2,830 |
|
Uncertainty discount, transaction price and company performance |
Expected acquisition price |
327 |
|
Transaction price |
Partial write down to price of recent investment |
5,888 |
|
Write down percentage, transaction price and company performance |
Recalibrated enterprise value |
37,180 |
|
Weightings and comparable multiples |
Comparable multiples |
125,702 |
|
Weightings and discount to comparables/multiples |
Underlying fund NAV |
3,968 |
|
Underlying fund value and performance |
Total 259,821
As at 30 June 2024
Valuation methodology |
FV (£'000) |
|
Unobservable input |
Level 1 |
|
|
|
Available market price |
6,946 |
|
n/a |
Level 2 |
|
|
|
Available market price |
4,419 |
|
n/a |
Level 3 |
|
|
|
Calibrated price of recent investment (<3 months) |
22,812 |
|
Transaction price and company performance |
Calibrated price of recent investment (3-6 months) |
38,289 |
|
Transaction price and company performance |
Calibrated price of recent investment (>6 months) |
65,329 |
|
Transaction price and company performance |
|
|
|
|
Premium to price of recent investment |
47,785 |
|
Premium percentage, transaction price and company performance |
Partial write down to price of recent investment |
12,297 |
|
Write down percentage, transaction price and company performance |
Milestone multiples |
3,622 |
|
Discount to comparables/multiples |
Total |
201,499 |
|
|
Valuation methodology changes
During the year, two portfolio companies' valuation methodology changed from calibrated price of recent investment to comparable multiples as the companies are now deemed to be established businesses with an identifiable stream of continuing earnings or revenue that is considered to be maintainable.
The decision to use revenue multiples rather than earnings multiples was determined as the businesses continue to optimise for growth at the expense of profitability and/or are not yet sustainably profitable.
The selection of comparable companies was determined by considering the following:
· business relevance (i.e. similarity of business activity);
· enterprise value range (i.e. approximate similar value);
· current revenues, historic revenue growth rate, forecast revenue growth rate (i.e. sense of relative scale and trajectory); and
· profitability (i.e. loss making vs. profitable).
17 comparable companies were selected and split into four sub-categories, with each category assigned a weighting.
Both trailing 12-month and forward 12-month revenues were used, with a 25%/75% split assigned to these metrics, respectively, reflective of how the Board believes public markets are currently valuing such businesses.
A 20% illiquidity discount was then applied to arrive at the implied enterprise value for each business.
Significant holdings
Details of significant holdings as required by Schedule 4 of The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulation 2008 are set out below.
30 June 2025 |
|
|
|
|
|
|
|
Name |
Nature of relationship |
Country of incorporation |
Class of shares held |
% shareholding |
Capital & reserves (£) |
Profit/(loss) (£) |
Year end of data |
PlanetWatchers (UK) Limited |
Shareholder |
UK |
Series Seed 2 Preference Pre-Series A Preference Series A Preference |
78%
29%
42% |
12,102,884 |
Not publicly available |
31-Dec-24 |
30 June 2024 |
|
|
|
|
|
|
|
Name |
Nature of relationship |
Country of incorporation |
Class of shares held |
% shareholding |
Capital & reserves (£) |
Profit/(loss) (£) |
Year end of data |
PlanetWatchers (UK) Limited |
Shareholder |
UK |
Series Seed 2 Preference Pre-Series A Preference Series A Preference |
78%
29%
43% |
12,052,704 |
Not publicly available |
31-Dec-23 |
10. Trade and Other Receivables
|
|
30 June 2025 |
30 June 2024 |
|
|
£'000 |
£'000 |
Prepayments |
|
79 |
83 |
VAT receivable |
|
21 |
15 |
|
|
100 |
98 |
11. Cash and Cash Equivalents
|
30 June 2025 |
30 June 2024 |
|
£'000 |
£'000 |
Cash and cash equivalents |
21,513 |
26,985 |
|
21,513 |
26,985 |
Cash and cash equivalents include money market investments of £11.4m (30 June 2024: £10.9m).
12. Trade and Other Payables
|
|
30 June 2025 |
30 June 2024 |
|
|
£'000 |
£'000 |
Accruals |
|
213 |
294 |
Trade creditors |
|
98 |
150 |
|
|
311 |
444 |
13. Share Capital & Other Reserves
Date |
Issued and fully paid |
Number of ordinary shares |
Share capital |
Treasury shares |
Share premium |
Special distributable reserve |
Total |
|
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
30 June 2024 |
Opening balance |
237,198,584 |
2,394 |
(987) |
60,377 |
173,176 |
234,960 |
30 June 2025 |
237,198,584 |
2,394 |
(987) |
60,377 |
173,176 |
234,960 |
During the year, NIL shares were purchased (2024: 2,186,344 at a cost of £987k). The Company holds 2,186,344 of its ordinary shares in treasury and has 237,198,584 ordinary shares in issue (excluding treasury shares).
14. Net Asset Value Per Share
The net asset value per ordinary share at the year end was as follows:
|
|
30 June 2025 |
30 June 2024 |
Net assets (per Statement of Financial Position) |
|
£281.1m |
£228.1m |
Number of ordinary shares in issue (excluding treasury shares) |
|
237,198,584 |
237,198,584 |
Net asset value per share |
|
118.52p |
96.18p |
15. Financial Risk Management
Financial risk management objectives
The Company's investing activities intentionally expose it to a variety of financial risks. The Company makes investments in order to generate returns in accordance with its investment policy and objectives.
The most important types of financial risks to which the Company is exposed are market risk (including price, interest rate and foreign currency risk), liquidity risk and credit risk. The Board has overall responsibility for the determination of the Company's risk management and sets policies to manage financial risks at an acceptable level to achieve the Company's objectives. The policy and process for measuring and mitigating each of the main financial risks are described below. The Investment Manager and the Administrator provide advice to the Board which allows it to monitor and manage financial risks relating to its operations through internal risk reports which analyse exposures by degree and magnitude of risks. The Investment Manager and the Administrator report to the Board on a quarterly basis.
Categories of financial instrument
For financial assets and liabilities carried at amortised cost, the Directors are of the opinion that their carrying value approximates to their fair value.
Financial assets/liabilities are as follows:
|
|
|
|
|
|
30 June 2025 |
30 June 2024 |
£'000 |
£'000 |
||
|
|
|
|
Financial assets |
|
|
|
Investments held at fair value through profit or loss: |
|
|
|
Investments |
259,821 |
201,499 |
|
|
|
|
|
Other financial assets: |
|
|
|
Cash and cash equivalents |
|
21,513 |
26,985 |
Trade and other receivables |
|
100 |
98 |
|
|
|
|
Financial liabilities |
|
|
|
Current liabilities: |
|
|
|
Trade and other payables |
|
(311) |
(444) |
Capital risk management
The Company manages its capital to ensure that it will be able to continue as a going concern while maximising the capital return to shareholders. The capital structure of the Company consists of share capital, share premium, treasury shares, retained losses and other reserves, as stated in the Statement of Financial Position.
In order to maintain or adjust the capital structure, the Company may buy back shares or issue new shares. There are no external capital requirements imposed on the Company.
During the year ended 30 June 2025, the Company had no borrowings (2024: £NIL).
The Company's investment policy is set out in the Strategic Report.
Market risk
Market risk includes price risk (including the impact of the general market on the price of any listed holdings or the uncertainty associated with the price of unlisted holdings), foreign currency risk and interest rate risk.
a) Price risk
The investments held by the Company present a potential risk of loss of capital to the Company. Price risk arises from uncertainty about future prices of the financial investments held by the Company. See note 9 for quantitative information about the fair value measurement of the Company's Level 3 investments.
The tables below outline that the valuation methodologies employed involve subjectivity in their significant unobservable inputs and illustrates sensitivity of the valuations to these inputs. The tables below show the reasonable alternative inputs.
As at 30 June 2025 (excluding holdings valued using the comparable multiples methodology)
Valuation methodology |
FV (£'000) |
Key unobservable input |
Other unobservable inputs |
Input |
Reasonable alternative inputs |
Change in FV (£'000) |
|||
|
|
|
|
|
(+) |
(-) |
(+) |
(-) |
|
Level 1 |
|
|
|
|
|
|
|
|
|
Available market price |
9,361 |
n/a |
n/a |
n/a |
5% |
-5% |
468 |
(468) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 3 |
|
|
|
|
|
|
|
|
|
Calibrated price of recent investment (<3 months) |
23,995 |
Transaction price(1) and company performance |
(2), (3), (4), (5), (9) |
n/a |
5% |
-5% |
1,178 |
(1,403) |
|
Calibrated price of recent investment (3-6 months) |
3,648 |
Transaction price(1) and company performance |
(2), (3), (4), (5), (9) |
n/a |
10% |
-10% |
365 |
- |
|
Calibrated price of recent investment (>6 months) |
46,922 |
Transaction price(1) and company performance |
(2), (3), (4), (5), (9) |
n/a |
20% |
-20% |
4,432 |
(3,762) |
|
Discount to price of recent investment (post-period) |
2,830 |
Uncertainty discount, transaction price(1) and company performance |
(6) |
5% |
10% |
-5% |
231 |
(115) |
|
Expected acquisition price |
327 |
Transaction price |
|
n/a |
5% |
-5% |
29 |
(29) |
|
Partial write down to price of recent investment |
5,888 |
Write down percentage, transaction price(1) and company performance |
(7) |
25% - 75% |
25% |
-25% |
2,646 |
(2,221) |
|
Recalibrated enterprise value |
37,180 |
Weightings and comparable multiples |
(1), (3), (4), (5), (9) |
5%-15% |
10% |
-10% |
4,036 |
(4,045) |
|
Underlying fund NAV |
3,968 |
Underlying fund value and performance |
(8) |
n/a |
5% |
-5% |
45 |
(45) |
|
Total |
134,119 |
|
|
|
|
|
13,430 |
(12,088) |
|
Notes:
(1) While transaction price and associated enterprise value is observable, where it is deemed to be the appropriate valuation methodology, it is also calibrated against recent developments and other methodologies as outlined in the table above.
(2) Benchmark performance against relevant indices - the selection of appropriate benchmarks is assessed for each investment, taking into account its industry, geography, products and customers.
(3) EV/revenue multiple of comparable companies or M&A/secondary transactions - the selection of comparable companies or M&A/secondary transactions is assessed for each investment, taking into account its industry, geography, level of revenue and growth profile.
(4) Milestone comparisons with private company comparables - the selection of milestones to be compared to EV is assessed for each investment based on its industry and includes milestones such as number of satellites/missions/radars, headcount and funding raised.
(5) Growth in company metrics - the selection of metrics is assessed for each investment based on its industry, level of revenue and growth profile and includes metrics such as satellites/missions/radars, headcount, revenue and bookings.
(6) The discount percentage applied for uncertainty of completing is typically in 5% increments - the level of discount to be applied is assessed for each investment based on how advanced the transaction is and the expected timing of completion.
(7) The write down percentage applied for underperformance is typically in increments of 10% to 25% - the level of write down to be applied is assessed for each investment based on its level of underperformance, cash runway and ability to show improvement.
(8) While underlying fund value is observable, it is also calibrated against recent developments and performance of the fund and its portfolio.
(9) Where multiple methods of calibration or valuation are used, weightings of 5% to 15% are applied to these methods to total 100% - the level of weighting applied to each method is assessed for each investment based on the relevance of such method and to offset the impact of any outliers.
As at 30 June 2025 (holdings valued using the comparable multiples methodology)
Valuation methodology |
FV (£'000) |
Key unobservable input |
Other unobservable inputs |
Input |
Reasonable alternative inputs |
Change in FV (£'000) |
|||
|
|
|
|
|
(+) |
(-) |
(+) |
(-) |
|
|
|
|
|
|
|
|
|
|
|
Level 3 |
|
|
|
|
|
|
|
|
|
Comparable multiples |
125,702 |
EV/revenue multiple |
(1), (2) |
8.8x - 18.1x |
10% |
-10% |
12,259(3) |
(12,050)(4) |
|
Comparable multiples |
125,702 |
Illiquidity discount |
n/a |
20% |
-10% |
10% |
15,476(5) |
(14,887)(6) |
|
Total |
125,702 |
|
|
|
|
|
27,735 |
(26,937) |
|
(1) EV/revenue multiple of comparable companies or M&A/secondary transactions - the selection of comparable companies or M&A/secondary transactions is assessed for each investment, taking into account its industry, geography, level of revenue and growth profile.
(2) Where multiple methods of calibration or valuation are used, weightings of 25% to 33% are applied to these methods to total 100% - the level of weighting applied to each method is assessed for each investment based on the relevance of such method and to offset the impact of any outliers.
(3) ICEYE represents 85% of the change.
(4) ICEYE represents 98% of the change.
(5) ICEYE represents 85% of the change.
(6) ICEYE represents 98% of the change.
As at 30 June 2024
Valuation methodology |
FV (£'000) |
Key unobservable input |
Other unobservable inputs |
Input |
Reasonable alternative inputs |
Change in FV (£'000) |
||||
|
|
|
|
|
(+) |
(-) |
(+) |
(-) |
|
|
Level 1 |
|
|
|
|
|
|
|
|
|
|
Available market price |
6,946 |
n/a |
n/a |
n/a |
5% |
-5% |
347 |
(347) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 2 |
|
|
|
|
|
|
|
|
|
|
Available market price |
4,419 |
n/a |
n/a |
n/a |
5% |
-5% |
221 |
(221) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 3 |
|
|
|
|
|
|
|
|
|
|
Calibrated price of recent investment (<3 months) |
22,812 |
Transaction price(1) and company performance |
(2), (3), (4), (5), (8) |
n/a |
5% |
-5% |
925 |
(799) |
|
|
Calibrated price of recent investment (3-6 months) |
38,289 |
Transaction price(1) and company performance |
(2), (3), (4), (5), (8) |
n/a |
10% |
-10% |
3,829 |
(4,375) |
|
|
Calibrated price of recent investment (>6 months) |
65,329 |
Transaction price(1) and company performance |
(2), (3), (4), (5), (8) |
n/a |
20% |
-20% |
8,140 |
(4,714) |
|
|
Premium to price of recent investment |
47,785 |
Premium percentage, transaction price(1) and company performance |
(6) |
15% |
5% |
-20% |
2,078 |
(7,520) |
|
|
Partial write down to price of recent investment |
12,297 |
Write down percentage, transaction price(1) and company performance |
(7) |
15% - 50% |
25% |
-25% |
1,689 |
(3,051) |
|
|
Milestone multiples |
3,622 |
Discount to comparables / multiples |
(3), (4), (5), (8) |
50% |
10% |
-10% |
802 |
(100) |
|
|
Total |
201,499 |
|
|
|
|
|
18,031 |
(21,127) |
|
|
Notes:
(1) While transaction price is observable, where it is deemed to be the appropriate valuation methodology, it is also calibrated against recent developments and other methodologies as outlined in the table above.
(2) Benchmark performance against relevant indices - the selection of appropriate benchmarks is assessed for each investment, taking into account its industry, geography, products and customers.
(3) EV/revenue multiple of comparable companies or M&A/secondary transactions - the selection of comparable companies or M&A/secondary transactions is assessed for each investment, taking into account its industry, geography, level of revenue and growth profile.
(4) Milestone comparisons with private company comparables - the selection of milestones to be compared to EV is assessed for each investment based on its industry and includes milestones such as number of satellites/missions/radars, headcount and funding raised.
(5) Growth in company metrics - the selection of metrics is assessed for each investment based on its industry, level of revenue and growth profile and includes metrics such as satellites/missions/radars, headcount, revenue and bookings.
(6) The premium percentage applied for strong performance is typically in 5% increments - the level of premium to be applied is assessed for each investment based on its level of performance, cash runway and ability to deliver revenue growth.
(7) The write down percentage applied for underperformance is typically in increments of 10% to 25% - the level of write down to be applied is assessed for each investment based on its level of underperformance, cash runway and ability to show improvement.
(8) Where multiple methods of calibration or valuation are used, weightings of 5-40% are applied to these methods to total 100% - the level of weighting applied to each method is assessed for each investment based on the relevance of such method and to offset the impact of any outliers.
Reasonable alternative inputs are explained as follows:
· Investments valued using Level 1 methodologies or the calibrated price of recent transactions which completed in the three months prior to the year end are flexed up and down by 5% as the Board believes these do not involve significant subjectivity.
· Investments valued using the calibrated price of recent transactions which completed more than three months but less than six months before the year end are flexed up and down by 10% as the subjectivity is thought to be greater than the above, but still not very material.
· Investments valued using the calibrated price of recent transactions which completed more than six months before the year end are flexed up and down by 20% as there is a greater chance that market movements would impact the price of private transactions.
· Partial write downs used in the year were 25% to 75%, but tend to usually be applied in 25% increments and, therefore, the inputs are flexed up and down by this amount to account for this level of improvement or deterioration in the portfolio companies' performance.
· Uncertainty discounts of 5% were applied where a funding round was completed shortly after the end of the period. In an upside scenario, this input is flexed up by 10% to remove the applied uncertainty discount and accounts for a 5% flex up in relation to the underlying price which the Board does not believe involves significant subjectivity. In the downside scenario, the input is flexed down by 5% in relation to the underlying price (similar to the flex used for investments valued using the calibrated price of recent investment which completed in the three months prior to the period-end).
· Investments valued using a recalibrated enterprise value are flexed up and down by 10%. A 10% flex is considered reasonable as a result of judgement in relation to the comparable multiples.
· Investments valued using EV/revenue multiples relative to comparable companies, with the multiple flexed up and down by 10%. A 10% flex is considered reasonable as a result of judgement in relation to the comparable multiples.
· Investments valued using EV/revenue multiples relative to comparable companies, with the illiquidity discount factor flexed up and down by 10%. A 10% flex is considered reasonable as illiquidity discounts are typically in the 10-30% range.
The Company is exposed to a variety of risks which may have an impact on the carrying value of the Company's investments.
i) Not actively traded
The majority of the Company's investments are not generally traded in an active market but are indirectly exposed to market price risk arising from uncertainties about future values of the investments held. The Company's investments vary as to the industry sub-sector, geographic distribution of operations and size, all of which may impact the susceptibility of their valuation to uncertainty.
Although the investments are in the same industry, the risk is managed through careful selection of investments within the specified limits of the investment policy. The investments are monitored on an ongoing basis by the Investment Manager.
ii) Concentration
The Company invests principally in early and growth stage unquoted SpaceTech businesses. This means that the Company is exposed to the concentration risk of only making investments in the SpaceTech sector, of which concentration risk may further relate to sub-sector, geography, relative size of an investment or other factors.
The Board and the Investment Manager monitor the concentration of the investment portfolio on a quarterly and ongoing basis respectively to ensure compliance with the investment policy.
iii) Liquidity
The Company maintains flexibility in funding by keeping sufficient liquidity in cash, short-term deposits and other cash equivalents, which may be invested on a temporary basis in line with the cash management policy as agreed by the Board from time to time.
As at 30 June 2025, £21.5m, or 7.7% of Company's financial assets, were money market fixed deposits and cash balances held on deposit with banks with high credit ratings (2024: £27.0m, or 11.9%).
a) Foreign currency risk
The Company has exposure to foreign currency risk due to the acquisition of some investments and payment of some expenses in currencies other than Sterling. Consequently, the Company is exposed to risks that the exchange rate of its functional currency relative to other foreign currencies may change in a manner that has an adverse effect on the value of that portion of the Company's assets or liabilities denominated in currencies other than Sterling.
The following table shows the FX rates as at 30 June 2025 compared to 30 June 2024.
|
30-Jun-25 |
30-Jun-24 |
% change |
GBP/USD |
1.371 |
1.265 |
0.08 |
GBP/EUR |
1.168 |
1.181 |
(0.01) |
GBP/DKK |
8.711 |
8.802 |
(0.01) |
GBP/AUD |
2.091 |
1.897 |
0.10 |
The following table sets out, in Sterling, the Company's total exposure to foreign currency risk and the net exposure to foreign currencies of the monetary assets and liabilities.
As at 30 June 2025 |
£ |
USD $ |
€ |
DKK |
AUD $ |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Non-current assets |
|
|
|
|
|
|
Investment at fair value through profit or loss |
15,965 |
207,494 |
33,532 |
2,830 |
- |
259,821 |
Total non-current assets |
15,965 |
207,494 |
33,532 |
2,830 |
- |
259,821 |
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
Trade and other receivables |
21 |
79 |
- |
- |
- |
100 |
Cash and cash equivalents |
12,928 |
8,580 |
5 |
- |
- |
21,513 |
Total current assets |
12,949 |
8,659 |
5 |
- |
- |
21,613 |
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
Trade and other payables |
(311) |
- |
- |
- |
- |
(311) |
Total current liabilities |
(311) |
- |
- |
- |
- |
(311) |
|
|
|
|
|
|
|
Total net assets |
28,603 |
216,153 |
33,537 |
2,830 |
- |
281,123 |
As at 30 June 2024 |
£ |
USD $ |
€ |
DKK |
AUD $ |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Non-current assets |
|
|
|
|
|
|
Investment at fair value through profit or loss |
19,995 |
144,538 |
33,840 |
3,126 |
- |
201,499 |
Total non-current assets |
19,995 |
144,538 |
33,840 |
3,126 |
- |
201,499 |
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
Trade and other receivables |
82 |
16 |
- |
- |
- |
98 |
Cash and cash equivalents |
20,864 |
6,121 |
- |
- |
- |
26,985 |
Total current assets |
20,946 |
6,137 |
- |
- |
- |
27,083 |
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
Trade and other payables |
(444) |
- |
- |
- |
- |
(444) |
Total current liabilities |
(444) |
- |
- |
- |
- |
(444) |
|
|
|
|
|
|
|
Total net assets |
40,497 |
150,675 |
33,840 |
3,126 |
- |
228,138 |
If the US Dollar weakened/strengthened by 5% (2024: 5%) against Sterling with all other variables held constant, the fair value of net assets would increase/decrease by £10,808k (2024: £7,534k).
If the Euro weakened/strengthened by 5% (2024: 5%) against Sterling with all other variables held constant, the fair value of net assets would increase/decrease by £1,677k (2024: £1,692k).
If the Danish Krone weakened/strengthened by 5% (2024: 5%) against Sterling with all other variables held constant, the fair value of net assets would increase/decrease by £142k (2024: £156k).
If the Australian Dollar weakened/strengthened by 5% (2024: 5%) against Sterling with all other variables held constant, the fair value of net assets would increase/decrease by £0k (2024: £0k).
a) Interest rate risk
The Company's exposure to interest rate risk relates to the Company's cash and cash equivalents. The Company is subject to risk due to fluctuations in the prevailing levels of market interest rates. Any excess cash and cash equivalents are invested at short-term market interest rates. As at the date of the Statement of Financial Position, the majority of the Company's cash and cash equivalents were held in interest bearing fixed deposit accounts.
The Company had no other Interest-bearing assets or liabilities as at the reporting date. As a consequence, the Company was only exposed to variable market interest rate risk. As at 30 June 2025, the cash balance held by the Company was £21.5m (2024: £27.0m). A 0.5% increase/decrease in interest rates with all other variables held constant would result in a change to interest received of +/- £108k per annum (2024: 0.5% increase/decrease resulting in a change of +/- £134k).
Liquidity risk
Liquidity risk is the risk that the Company may not be able to meet a demand for cash or fund an obligation when due. The Investment Manager and the Board monitor forecast and actual cash flows to consider future investing activities.
The Company adopts a prudent approach to liquidity management and through the preparation of budgets and cash flow forecasts maintains sufficient cash reserves to meet its obligations.
Credit risk
Credit risk refers to the risk that a counterparty to a financial instrument will default on a contractual obligation or commitment that it has entered into with the Company, resulting in financial loss to the Company. It arises principally from investments in money market funds held and also from cash and cash equivalents and other receivables balances.
The Company's policy for credit risk is to minimise its exposure to counterparties with perceived higher risk of default by only dealing with counterparties that meet certain credit standards.
Credit risk is monitored on an ongoing basis by the Investment Manager in accordance with the procedures and policies in place.
The table below shows the material cash and short-term deposit balances and credit rating for the counterparties used by the Company at the year end.
Counterparty |
Location |
Rating |
As at 30 June 2025 |
As at 30 June 2024 |
|
|
S&P |
£'000 |
£'000 |
|
|
|
|
|
Barclays |
UK |
A+ |
10,124 |
16,133 |
JPMorgan Asset Management |
UK |
A-1 |
11,389 |
10,852 |
The Company's maximum exposure to credit risk default at the year end is shown below:
|
|
As at 30 June 2025 |
As at 30 June 2024 |
|
|
£'000 |
£'000 |
Investments held at fair value through profit or loss |
|
259,821 |
201,499 |
Cash and cash equivalents |
|
21,513 |
26,985 |
Trade and other receivables (less prepayments) |
|
21 |
15 |
16. Related Party and Investment Manager Transactions
Directors
As at 30 June 2025, the Company had four non-executive Directors. Directors' fees (excluding employer national insurance contributions) for the year ended 30 June 2025 amounted to £210k (2024: £200k), of which £NIL was outstanding at the year end (2024: £NIL).
Investment Manager
Seraphim Space Manager LLP has been appointed as the Company's exclusive Investment Manager and AIFM and is responsible for the day-to-day operation and management of the Company's investment portfolio, subject at all times to the overall supervision of the Board.
For the provision of services under the Investment Management Agreement, the Investment Manager earns a management fee and performance fee, as disclosed in note 5. Further details of the Investment Management Agreement are included under 'Investment Manager' in the Corporate Governance Report.
During the year, the Investment Manager recharged the Company for £NIL (2024: £116k) of third party expenses it incurred on the Company's behalf.
In April 2024, the Company announced the sale of nine early stage portfolio companies to the Venture Fund for a total consideration of £3.8m, settled through the issuance of an interest for the Company in the Venture Fund. The Investment Manager also acts as investment manager to the Venture Fund. The £3.8m comprises of SSIT's total commitment to the Venture Fund.
17. Ultimate Controlling Party
In the opinion of the Board, on the basis of the shareholdings advised to it, the Company has no ultimate controlling party.
18. Subsequent Events
Please refer to the Annual Report for details of subsequent events in the normal course of business. There are no other significant subsequent events.
Alternative Performance Measures
We assess the Company's performance using a variety of measures, some of which are not specifically defined under UK-adopted International Accounting Standards and are therefore termed 'APMs'. Our APMs, which are shown below, are reconciled, where appropriate, to the financial statements through the narrative below. The Board believes that each of the APMs, which are typically used within the listed investment company sector (with the exception of portfolio fair value vs. cost), provide additional useful information to shareholders to help assess the Company's performance.
Share Price Movement
The share price is a measure of the value of a share in the Company as determined by the stock market The share price movement measures how the share price has performed over the relevant period of time, expressed as a percentage of the opening share price. As the Company does not pay dividends, the shareholder total return for any period is the same as the share price movement over that period.
30 June 2025 vs 30 June 2024 |
|
|
|
Share price on 30 June 2024 |
a |
54.6 |
|
Share price on 30 June 2025 |
b |
85.6 |
|
Movement |
(b-a)/a |
56.8% |
|
30 June 2024 vs 30 June 2023 |
|
|
Share price on 30 June 2023 |
a |
27.0 |
Share price on 30 June 2024 |
b |
54.6 |
Movement |
(b-a)/a |
102.2% |
NAV per Share Movement
The NAV per share is a measure of the value of the Company attributable to each share at the relevant date (see note 14 to the financial statements above). The NAV per share movement is a measure of our success in creating shareholder value over the relevant period of time, expressed as a percentage of the opening NAV per share. As the Company does not pay dividends, the NAV total return for any period is the same as the NAV per share movement over that period.
30 June 2024 vs 30 June 2025 |
|
|
NAV per share on 30 June 2024 |
a |
96.18 |
NAV per share on 30 June 2025 |
b |
118.52 |
Movement |
(b-a)/a |
23.2% |
30 June 2024 vs. 30 June 2023 |
|
|
NAV per share on 30 June 2023 |
a |
92.90 |
NAV per share on 30 June 2024 |
b |
96.18 |
Movement |
(b-a)/a |
3.5% |
-Discount/+Premium
The -discount/+premium is a measure of the share price relative to the NAV per share, expressed as a percentage of the NAV per share. If the percentage is negative, the shares were trading at a price lower than (i.e. a discount to) their NAV and, if it is positive, they were trading at a price higher than (i.e. a premium to) their NAV.
|
|
30 June |
30 June |
NAV per share (note 13 to the financial statements) |
a |
118.52 |
96.18 |
Share price |
b |
85.60 |
54.60 |
-Discount/+premium |
(b-a)/a |
-27.8% |
-43.2% |
Ongoing Charges
The ongoing charges ratio is a measure of the recurring annual costs of running the Company based on historical data, indicating the minimum gross profit that the Company needs to produce to make a positive return for shareholders. It is calculated using the AIC methodology and is the Company's recurring operating costs incurred in the 12 months ending at the end of the relevant financial period, charged to Revenue or Capital in the Statement of Comprehensive Income, calculated as a percentage of the average published NAV in respect of that 12-month period. Operating costs exclude, for this purpose, the costs of acquiring and disposing of investments, any finance costs, costs of issuing or buying back shares, taxation and any costs not expected to recur in the foreseeable future.
|
30 June 2025 |
30 June 2024 |
|
£'000 |
£'000 |
Investment management fee (note 5 to the financial statements) |
2,905 |
2,826 |
Other operating expenses (note 6 to the financial statements) |
1,582 |
1,482 |
Interest income |
- |
- |
Less non-recurring operating expenses |
(133) |
(157) |
Ongoing charges |
4,354 |
4,151 |
Average quarterly NAV |
245,676 |
226,902 |
Ongoing charges ratio |
1.77% |
1.83% |
Portfolio Fair Value vs. Cost
Portfolio fair value vs. cost is a measure of the absolute performance of the investments in the Company's portfolio at the relevant reporting date since they were acquired. It is the amount by which the fair value of the investments in the portfolio at the end of the relevant financial period has changed in relation to the aggregate cost of those investments (adjusted for any disposals), expressed as a percentage of the aggregate cost.
|
|
30 June 2025 |
30 June 2024 |
|
|
£m |
£m |
Portfolio fair value (note 9 to the financial statements) |
a |
259.8 |
201.5 |
Aggregate cost of the assets (adjusted for any disposals) |
b |
|
|
196.9 |
192.5 |
||
Portfolio fair value vs. cost |
a/b |
131.9% |
104.7% |
Glossary
Administrator or Company Secretary: Ocorian Administration (UK) Limited.
AI: artificial intelligence.
AIC: The Association of Investment Companies, the trade body for UK-listed closed-ended investment companies.
AIC SORP: The Statement of Recommended Practice for the Financial Statements of Investment Trust Companies and Venture Capital Trusts, issued by the AIC as amended from time to time.
Auditor: BDO LLP.
Board: the Board of Directors of the Company.
Bookings: contracted future revenues.
Company or SSIT: Seraphim Space Investment Trust PLC.
CY: calendar year, a one-year period that begins on 1 January and ends on 31 December.
Directors: the Directors of the Company.
Discount: the share price of a listed investment company is rarely the same as its NAV. When the share price is lower than the NAV per share it is said to be trading at a discount. The discount is the difference between the share price and the NAV, expressed as a percentage of the NAV.
EMEA: Europe, Middle East and Asia.
ESG: environmental, social and governance.
EV: enterprise value.
Fair value-weighted average: in relation to multiple portfolio companies, an average weighted by each portfolio company's relative fair value.
FCA: Financial Conduct Authority.
FV: fair value.
FX: foreign exchange.
GEO: geosynchronous equatorial orbit (35,786km from earth) with a 24-hour period.
GPS: global positioning system.
Gross asset value: the value of the gross assets of the Company, determined in accordance with its accounting policies.
IAS: International Accounting Standards.
IFRS: the International Financial Reporting Standards, being the principles-based accounting standards, interpretations and the framework by that name issued by the International Accounting Standards Board, to the extent they have been adopted by the UK.
Initial Portfolio: the portfolio of investments acquired from the LP Fund by the Company on completion of its IPO, details of which are set out in the IPO prospectus, which is available on the Company's website (https://investors.seraphim.vc/).
Investment Management Agreement: the investment management agreement entered into between the Investment Manager and the Company, details of which are included under 'Investment Manager' in the Corporate Governance Report.
Investment Manager or Seraphim Space: Seraphim Space Manager LLP.
IPEV: the International Private Equity and Venture Capital Association.
IPO: initial public offering, being an offering by a company of its share capital to the public with a view to seeking an admission of its shares to a recognised stock exchange.
London Stock Exchange: London Stock Exchange PLC.
LP Fund: Seraphim Space LP.
M&A: mergers and acquisitions.
NASDAQ: National Association of Securities Dealers Automated Quotations.
NAV or net asset value: the value of the assets of the Company less its liabilities as calculated in accordance with its accounting policies (or, in the context of an ordinary share, the NAV of the Company divided by the number of ordinary shares in issue (but excluding any treasury shares)).
Premium: a premium occurs when the share price of a listed investment company is higher than the NAV. The premium is the difference between the share price and the NAV, expressed as a percentage of the NAV.
Retained Assets: the investments acquired from the LP Fund by the Company subsequent to its IPO, details of which are set out in the IPO prospectus, which is available on the Company's website (https://investors.seraphim.vc/).
SAR: synthetic-aperture radar, a form of radar that is used to create two-dimensional images or three-dimensional reconstructions of objects, such as landscapes.
SpaceTech: in the context of a business, an organisation which relies on space-based connectivity and/or precision, navigation and timing signals or whose technology or services are already addressing, originally derived from or of potential benefit to the space sector.
Total return: the total return on an investment comprises both changes in the NAV per share or share price and any dividends paid to shareholders and is calculated on the basis that all historic dividends have been reinvested in the NAV or shares on the date the shares become ex-dividend.
Treasury shares: the Company has the authority to make market purchases of its ordinary shares for retention as treasury shares for future reissue, resale, transfer or cancellation. Treasury shares do not receive distributions and the Company is not entitled to exercise the voting rights attaching to them.
UN SDG: United Nations Sustainable Development Goals.
VC: venture capital.
Venture Fund: Seraphim Space Ventures II LP.
Corporate Information
Registered Office
5th Floor
20 Fenchurch Street
London
EC3M 3BY
Board of Directors
Will Whitehorn (Chair)
Sue Inglis (Senior Independent Director)
Christina McComb
Angela Lane
Investment Manager
Seraphim Space Manager LLP
2nd Floor
One Fleet Place
London
EC4M 7WS
Administrator and Company Secretary
Ocorian Administration (UK) Limited
5th Floor
20 Fenchurch Street
London
EC3M 3BY
Corporate Brokers
Deutsche Numis, London Branch
Winchester House
1 Great Winchester Street
London
EC2N 2DB
J.P. Morgan Securities PLC
25 Bank Street
Canary Wharf
London
E14 5JP
Legal Adviser
Stephenson Harwood LLP
1 Finsbury Circus London
EC2M 7SH
Depositary
Ocorian Depositary (UK) Limited
5th Floor
20 Fenchurch Street
London
EC3M 3BY
Registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol
BS99 6ZZ
Independent Auditor
BDO LLP
55 Baker Street
London
W1U 7EU
Custodian
Liberum Wealth
1st Floor Royal Chambers
St Julian's Avenue
St Peter Port
Guernsey
GY1 3JX
Public Relations and Communications Adviser
SEC Newgate
14 Greville Street
London
EC1N 8SB
Identifiers
Website: https://investors.seraphim.vc/
ISIN: GB00BKPG0138
Ticker: SSIT
SEDOL: BKPG013
GIIN: GXNBCF.99999.SL.826
Registered Company Number: 13395698
Legal Entity Identifier: 2138002THGUZBGZC2V85
Cautionary Statement
This Annual Report may include statements that are, or may be deemed to be, 'forward-looking statements'. These forward-looking statements are sometimes, but not always, identified by the use of forward-looking terminology, including the terms 'believes', 'estimates', 'anticipates', 'expects', 'intends', 'may', 'will' or 'should' or, in each case, their negative or other variations or comparable terminology.
Forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Annual Report and include statements regarding the intentions, beliefs or current expectations of the Directors or Investment Manager concerning, amongst other things, the investment objective and investment policy, investment performance, results of operations, financial condition, liquidity, financing strategies and prospects of the Company and the markets in which it invests.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance.
The Company's actual investment performance, results of operations, financial condition, liquidity, financing strategies and prospects may differ materially from the impression created by the forward-looking statements contained in this Annual Report.
Subject to their legal and regulatory obligations, the Directors and the Investment Manager expressly disclaim any obligations to update or revise any forward-looking statement contained in this Annual Report to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based.
[1] Holdings that listed as part of SPAC transactions before being acquired by the Company have experienced poor price performance over the last several years (fair value vs. cost: 17.7%) compared to those holdings that have had IPOs since their acquisition by the Company (fair value vs. cost: 103.4%).
[2] https://www.essi.org/news/essis-memorandum-of-principles-for-space-sustainability-full-signatory-list-published.
[3] https://www.mckinsey.com/featured-insights/diversity-and-inclusion/diversity-matters-even-more-the-case-for-holistic-impact.
[4] https://www.forbes.com/sites/forbesbusinesscouncil/2022/05/26/diversity-the-holy-grail-of-venture-capital/?sh=9eb823a41787.
[5] Previously arranged commitments and time-zone challenges prevented attendance at one meeting, but she was able to provide comments and views in advance of the meeting.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.