### Baronsmead Venture Trust plc
Annual Report and Audited Financial Statements for the year ended 30 September 2024
Company number 03504214
### **Contents**
| Investment policy and objective
About Baronsmead Venture Trust plc | 2
3 |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------|
| 01
Strategic report
Financial highlights
Performance summary | 5
6 |
| Chair's statement
Manager's review | 7
10 |
| Investments in the year
Realisations in the year | 14
16 |
| Ten largest investments
Principal risks and uncertainties | 17
22 |
| Environmental, Social & Governance (ESG)
Other matters
Directors' duties | 24
28
32 |
| 02 | |
| Directors' report
Board of Directors
Directors' report
Corporate governance
Audit Committee report
Nomination Committee report
Directors' remuneration report
Statement of Directors' responsibilities
Independent auditor's report | 37
38
41
46
49
52
57
58 |
| 03 | |
| Financial Statements
Income statement
Statement of changes in equity
Balance sheet
Statement of cash flows
Notes to the financial statements | 67
68
69
70
71 |
| 04
Appendices
Cash and total returns to shareholders since launch
Cash returned to shareholders by date of investment
Dividends paid since launch
Full investment portfolio
Glossary | 89
90
91
92
95 |
| 05
Information
Shareholder information and contact details
Corporate information | 99
102 |
### **Example investments**
### Ozone (unquoted)
Ozone API is the provider of a software platform enabling banks to deliver APIs to comply with and generate revenue opportunities from Open Banking and Open Finance globally.
### IntelliAM (quoted)
IntelliAM provides platform-based machine-learning solutions to blue-chip clients in the FMCG sector, increasing the operating and energy efficiency of their manufacturing sites.
### Panthera (unquoted)
Panthera is an independent site management organisation providing patient recruitment services to clinical research organisations, pharma and biotech companies.
### Skillcast (quoted)
Skillcast provides a compliance e-learning platform and subscription-based solutions to UK corporate clients
across professional services.
*If you have sold or otherwise transferred all of your shares in Baronsmead Venture Trust plc, please forward this document and the accompanying form of proxy as soon as possible to the purchaser or transferee, or to the stockbroker, bank or*
Annual Report and Audited Financial Statements 2024 **1**
### **Investment policy and objective**
### **Investment policy**
Baronsmead Venture Trust plc's ("the Company") investment policy is to invest primarily in a diverse portfolio of UK growth businesses, whether unquoted or traded on AIM, which are substantially based in the UK, although many of these investees may have some trade overseas.
Investments are made selectively across a range of sectors in companies that have the potential to grow and enhance their value and which will diversify the portfolio.
The Company will make investments in accordance with the prevailing VCT legislation which places restrictions, inter alia, on the type and age of investee companies as well as the maximum amount of investment that such investee companies may receive.
### **Investment securities**
The Company invests in a range of securities including, but not limited to, ordinary and preference shares, loan stocks, convertible securities, and permitted non qualifying investments as well as cash. Unquoted investments are usually structured as a combination of ordinary shares and loan stocks or preference shares, while AIM-traded investments are primarily held in ordinary shares. No single investment may represent more than 15 per cent (by VCT value) of the Company's total investments.
Pending investment in VCT qualifying investments, the Company's cash and liquid funds are held in permitted nonqualifying investments.
### **Investment style**
Investments are selected in the expectation that the application of private equity disciplines, including active management of the investments, will enhance value and enable profits to be realised on the sale of investments.
### **Co-investment**
The Company typically invests alongside Baronsmead Second Venture Trust plc in unquoted and quoted companies sourced by the Manager. Following the Manager's acquisition of the Mobeus VCTs in September 2021, the Company now also co-invests alongside the Mobeus VCTs in new unquoted VCT qualifying investments. All new qualifying AIM dealflow will continue to be exclusively allocated between the Company and Baronsmead Second Venture Trust plc.
As detailed in the Management retention section of the Strategic Report on [page 30](#page-31-0), the Manager's staff and portfolio consultants are entitled to invest in unquoted investments alongside the Company. This arrangement is in line with current practice of private equity houses and its objective is to attract, recruit, retain and incentivise the Manager's team and is made on terms which align the interests of shareholders and the Manager.
**Investment objective**
The Company is a tax efficient listed company which aims to achieve long-term positive investment returns for private
Should it be required, the Company's policy is to use borrowing for short term liquidity purposes only up to a maximum of 25 per cent of the Company's gross assets, as permitted by the Company's Articles of Association.
The Board will decide the annual dividends each year and the level of the dividends will depend on investment performance, the level of realised returns and available liquidity. The dividend policy guidelines below are not binding and the Board retains the ability to pay higher or lower dividends relevant to prevailing circumstances and actual realisations. However, the Board confirms the following two guidelines that shape its dividend policy:
The Board will, wherever possible, seek to pay two
opening NAV of that financial year.
The Board will use, as a guide, when setting the dividends for a financial year, a sum representing 7 per cent of the
### **Borrowing powers**
**Liquidity**
### **Dividend policy**
investors, including tax-free dividends.
### **About Baronsmead Venture Trust plc**
### **Key elements of the business model**
### Access to an attractive, diverse portfolio
The Company gives shareholders access to a diverse portfolio of growth businesses.
The Company will make investments in growth businesses, whether unquoted or traded on AIM, which are substantially based in the UK in accordance with the prevailing VCT legislation. Investments are made selectively across a range of sectors.
### The Manager's approach to investing
The Manager endeavours to select the best opportunities and applies a distinctive selection criteria based on:
- Primarily investing in parts of the economy which are experiencing long term structural growth.
- Businesses that demonstrate, or have the potential for, market leadership in their niche.
- Management teams that can develop and deliver profitable and sustainable growth.
- Companies with the potential to become an attractive asset appealing to a range of buyers at the appropriate time to sell.
In order to ensure a strong pipeline of opportunities, the Manager invests in building deep sector knowledge and networks and undertakes significant proactive marketing to target companies in preferred sectors. This approach generates a network of potentially suitable businesses with which the Manager maintains a relationship ahead of possible investment opportunities.
### The Manager as an influential shareholder
The Manager is an engaged and supportive shareholder (on behalf of the Company) in both unquoted and significant quoted investments.
For unquoted investments, representatives of the Manager often join the investee board.
The role of the Manager with investees is to ensure that strategy is clear, the business plan can be implemented and the management resources are in place to deliver profitable
growth. The intention is to build on the business model and grow the company into an attractive target which can be
sold or potentially floated in the medium term.
A more detailed explanation of how the business model is applied is provided in the Other Matters section of the Strategic Report on
[pages 28](#page-29-0) to [31.](#page-32-0)
Annual Report and Audited Financial Statements 2024 **3**
### **Financial highlights**
**Net asset value total return**1 (as at 30 September 2024)
**421.5p**
Net Asset Value ("NAV") total return to shareholders for every 100.0p invested at launch (April 1998).
**Increase in net asset value per share**1,2
**Annual tax free dividend yield**1 (12 months to 30 September 2024)
**7.1%**
Annual tax free dividend yield based on 3.75p dividends paid (including proposed final dividend
of 2.0p) and opening NAV of 52.9p
**New investments**1,3
\* includes proposed final dividend of 2.0p.
(12 months to 30 September 2024)
**+6.9%**
NAV per share increased 6.9 per cent to 56.6p, before the deduction of dividends, for the financial year ended 30 September 2024.
(12 months to 30 September 2024)
Sep 22
**£13.0mn**
3. Investments into unquoted and AIM investments only.
1. Alternative Performance Measures ("APM")/Key Performance Indicators ("KPIs") – please refer to glossary on [page 95](#page-96-0) for definitions. 2. Please refer to table on [page](#page-8-0) 7 for breakdown of NAV per share movement.
£13.0mn
Annual Report and Audited Financial Statements 2024 **5**
Sep 24 £10.4mn
Sep 23
£21.5mn
Unquoted: £9.1mn Quoted: £3.9mn
Investments made into seven new and twelve
follow-on opportunities during the year.
### **Performance summary**
### Ten-year performance record
\* Net asset value total return (gross dividends reinvested) rebased to 100p.
Source: Gresham House Asset Management Ltd
### **NAV** total return
| NAV total return reconciliation | 2022 | 2023 | 2024 |
|---------------------------------|--------|-------|-------|
| Opening NAV total return (p) | 496.2 | 405.2 | 395.6 |
| NAV movement (p) | (28.6) | (9.7) | (0.5) |
| Dividend (p) | 8.8 | 7.4 | 7.3 |
| Total return (p) | (19.8) | (2.3) | 6.8 |
| Change in NAV total return (p)* | (91.0) | (9.6) | 25.9 |
| Closing NAV total return (p) | 405.2 | 395.6 | 421.5 |
\* The change in NAV total return is the sum of the monthly total returns calculated on a compound basis.
AIC methodology: The NAV total return to the investor, including the original amount invested (rebased to 100) from launch, assuming that dividends paid were reinvested at the NAV of the Company at the time the shares were quoted ex-dividend.
\*\* Net asset value increase following the merger of Baronsmead VCT plc and Baronsmead VCT2 plc in February 2016.
Valuation increase (6.9 per cent) 3.65 NAV as at 30 September 2024 before dividends 56.59 Less:
medium to long term.
NAV as at 1 October 2023
**Results**
- shareholder approval, on 17 March 2025 (2.00) Illustrative NAV as at 30 September 2024 after proposed dividend 52.84
Annual Report and Audited Financial Statements 2024 **7**
I am pleased to report that over the 12 months to
30 September 2024 the Net Asset Value per share increased by 3.65p per share (an increase of 6.9 per cent), from 52.94p to 56.59p before taking account of the payment of the interim dividend of 1.75p per share paid on 9 September 2024. This follows several years of disappointing results and occurred during a fairly mixed and uncertain economic and political environment. The increase in the Company's NAV is attributable to
the positive performances of our AIM and other listed investments. The value of the Company's unquoted
portfolio continued to exhibit weakness due to a combination of both difficult trading conditions and lengthening of sales cycles. Overall, however, the Company's 'hybrid' investment strategy of investing in both AIM-listed and unquoted VCT qualifying companies has contributed significantly to this year's investment performance. Your Board believes this strategy can
provide greater consistency of investment returns over the
(after final dividend) 52.94
Interim dividend paid on 9 September 2024 (1.75)
Proposed final dividend of 2.0p payable, after
Pence per ordinary share
**Portfolio Review** At 30 September 2024, the Company's investment portfolio was valued at £117.2 million and comprised a
diverse portfolio of 41 investments in unquoted companies and 44 direct investments in AIM-listed companies. The Company's investments in three WS Gresham House Equity Funds were valued at £68.5 million at 30 September. These investments provide further diversity through indirect investments in a further 76 companies.
by 54.5 per cent.
on [pages](#page-11-0) 10 to [13](#page-14-0).
The Company's portfolio of AIM-listed and other listed investments increased by 16.5 per cent during the year.
This compared favourably to the FTSE AIM All Share Index which increased by 2.0 per cent over the same period. Significant contributors to this performance were Cerillion, which increased by 47.7 per cent during
the year, and Property Franchise Group, which increased
The value of the Company's unquoted investments however decreased by 8.6 per cent during the year. This is clearly very disappointing and stems from continued difficult trading conditions and lower valuations where the valuations are based on the valuation of comparable listed companies and affected by higher discount rates. The largest detractors from performance were eConsult in the healthcare sector and RevLifter in the technology sector. These are covered in more detail in the Manager's Review
### **Investments and Divestments**
cost respectively.
**Dividends**
### 01 Strategic report - **Chair's statement**
**8**
### Annual Report and Audited Financial Statements 2024
Your Board is once again pleased to report that the Manager continues to see attractive opportunities for investment. During the year, the Company deployed a total of £13.0 million in 19 companies in both new and followon investments. Further details of these investments are included in the Manager's review on [pages 10](#page-11-0) to [13](#page-14-0). As we have communicated to shareholders previously, the requirement to make investments in earlier stage
companies may result in greater volatility of returns over time. However, the more mature, established portfolio of existing investments should assist in sustaining returns and dividends for shareholders as the new portfolio
- develops and grows.
- Commensurate with a challenging valuation environment, divestments from the unquoted portfolio were somewhat muted with only one minor full realisation and a small amount received in deferred consideration arising from a
approximately £0.1 million). In contrast, in the AIM portfolio, the Manager has
- continued its approach of profitable partial realisations
- previous realisation (proceeds from these sources totalling
year, this resulted in the receipt of proceeds of £6.7mn at an aggregate of 21.1x original invested cost. Additionally, its worth noting that following the takeovers of Gresham House and Gama Aviation, the Company received £0.4 million for a gross money multiple of 3.9x cost and £0.4 million for a gross money multiple of 0.6x
The Board is pleased to declare a final dividend of 2.0p per share for the year to 30 September 2024, payable on 17 March 2025, subject to shareholder approval. The final dividend is payable to shareholders on the register as at 14 February 2025. An interim dividend of 1.75p per share was paid in September and means that the total dividends for the year are 3.75p. Thus, once again, the Board is pleased to have paid or declared dividends representing a yield of 7.1 per cent based on the opening NAV of 52.9p,
which is in line with its dividend policy objective.
- of Cerillion. Over the course of the Company's financial
**Principle Risks and Uncertainties**
are set out on [pages](#page-23-0) 22 to [23](#page-24-0).
**Capital Schemes**
current governing parties.
Autumn Budget 2024
clause to 2035.
The Company faces a number of risks and uncertainties including macro-economic and geopolitical uncertainties. The outlook for the UK economy in particular as well as factors influencing the global economy including political uncertainties and armed conflicts can influence UK government policies, corporate spending and investment plans and consumer confidence. These factors provide a significant source of risk for our existing investment portfolio as well as the number and quality of future investment opportunities for future. The Company seeks to mitigate these risks by investing in a diverse portfolio of VCT qualifying companies which operate in different sectors and which have different stages of maturity. Further detail on the Risks and Uncertainties faced by the Company
**VCT Regulations – Retirement Date**
During the summer we were pleased to see the European Commission approve the extension of the VCT scheme until 5 April 2035. This was formalised by UK legislation on 3 September 2024. The regulations bring into effect the extension of the Enterprise Investment Scheme (EIS) and the Venture Capital Trust (VCT) Scheme sunset
The Board welcomes this news and would like to thank the Manager, the Venture Capital Trust Association ("VCTA"), the Association of Investment Companies ("AIC") and other parties involved for their help in getting the new legislation enacted. We were particularly pleased with the commitment to maintaining the Government's Venture Capital Schemes on the part of both the previous and
On 30 October 2024, the Chancellor of the Exchequer presented her Autumn Budget to Parliament. Whilst there were no direct changes to VCT legislation, there were certain changes to inheritance and the capital gains tax regimes. It is possible that there may be increased demand
**of the UK Government's Venture**
to the AIM market as a whole.
from investors for other tax efficient forms of investing from 100 to 50 per cent proved to be somewhat of a relief
such as VCTs. However, the much heralded change to the inheritance tax treatment of AIM-listed shares had the potential to severely impact the demand for these investments from retail investors. The reduction of the relief
### **Succession planning**
During the year, Susannah Nicklin, the Senior Independent Director and Chair of the Nomination Committee retired from the Board. Susannah served as a director of the Company from February 2018 until June 2024 and I would like to thank Susannah for her dedication and hard work and
wish her all the best in her future endeavours.
The Board has commenced the process of recruiting an
additional Director to replace Susannah and we expect to
finalise this process in early 2025.
In the meantime, the Board has consisted of 3 Non-Executive Directors. Following Susannah's retirement from the Board, Michael Probin became the Company's Senior Independent Director and I became the Chair of the
Nomination Committee.
**Shareholder friendly policies** The Company has established various policies aimed at
providing shareholders long term investment returns as well as financial planning opportunities. These include the Company's dividend policy as noted above, the share price discount management and associated share buy-back
On 1 October 2024 the Company announced its intention to fundraise new funds in the 2024/25 tax year. It is the Board's current intention to launch its offer for subscription to raise £15 million (before costs) with an additional £10 million over allotment facility during January 2025 in a joint offer for subscription alongside our sister VCT, Baronsmead Second Venture Trust plc. The full terms and conditions as they pertain to these offers will be published in the prospectus and we will ensure shareholders are
Share price discount and buy back policies
The Board intends to continue with the policy of seeking to maintain a share price discount to NAV of 5 per cent and to buy back shares at that level from time to time with the objective of maintaining liquidity in the market for its existing shares. To that end it will also sell shares out of Treasury in certain circumstances. The day-today management of these policies is undertaken by the Manager on behalf of the Board and are subject to the prevailing market circumstances and on the basis that the Company has adequate resources to make new and follow-
policies as well as regular new fundraisings.
Fundraising
notified accordingly.
report on [page](#page-39-0) 38.
### **Annual General Meeting ("AGM")**
The Company intends to hold the next AGM on 12 March 2025. Shareholders are invited to attend the Shareholder Event starting at 10.30am. This will include presentations from myself, members of the Manager's team, case studies and presentations from a number of portfolio companies as well as a Q&A session. This will be followed by lunch. The
formal business of the AGM will start at 1.15pm. We anticipate that this year's AGM will provide shareholders with greater opportunities to engage with the Board and the Manager and I would encourage as many shareholders as possible to attend. Please see the inside cover for more details and how to register to attend. Registration details will also be included in the Notice of AGM and on the Baronsmead Venture Trust website. In a slight change to recent AGM's which have been 'live-streamed' at
considerable cost but with very few people logging in to the event, the event will be recorded and made available on the Company's website for those unable to attend in person.
**Outlook**
As we look beyond the turn of the year, the geopolitical and
economic uncertainties which have prevailed for the past
by the prospects of trade disputes and a subdued UK economic recovery.
few years see no signs of abating. The cautious optimism of just a few months ago would appear to have been replaced The portfolio remains highly diversified and the hybrid
nature of our investment portfolio helps to mitigate those
highly experienced portfolio consultants, the Manager is
investing in earlier stage, innovative and high growth potential businesses. The Manager is actively seeking
to complete new investments, believing that this is an
on investments and pay dividends to shareholders. More details regarding the number of shares bought in and out
attractive time to invest in the economic cycle. We remain confident that the Manager is suitably positioned to provide the necessary levels of support to the portfolio companies and remains focussed on retaining, recovering and helping to grow value in existing and future investee companies. The Board also believes that the
Fiona Miller Smith Chair
uncertainties. Through its team of portfolio managers and
of Treasury during the year can be found in the Director's
working with our investee companies to help them focus on investment fundamentals, conserve cash where necessary and grow value. The Board continues to believe it is a good time to be
Company's 'hybrid" investment strategy will continue to be a strength and help deliver greater consistency of returns through the economic cycle.
23 December 2024
Annual Report and Audited Financial Statements 2024
**9**
### **Manager's review**
Trevor Hope
Managing Director & Chief Investment Officer, VCTs
VCT Portfolio
Managing Director,
Director
Public Equity
Ken Wotton Managing Director,
Strategic Equity
Tania Hayes Chief Operating
Officer,
Despite high levels of uncertainty and volatility, equity markets delivered modest growth during the year to 30 September 2024. Inflation and interest rates appear to have peaked, but concerns regarding geo-political tensions in Europe and the
Middle East persist. Against this backdrop, it is encouraging that the portfolio, which is well diversified, with exposure to over 160 quoted and unquoted companies, has delivered an increase in net asset value of 6.9 per cent over the year.
**Portfolio review**
Overview
Asset class
**10** Annual Report and Audited Financial Statements 2024
- *below is a commentary on some of the key highlights in both the unquoted and quoted portfolios.*
*The tables on [pages 14](#page-15-0) to [16](#page-17-0) show the breakdown of new investments and realisations over the course of the year and*
\*\* Return includes interest received on unquoted realisations during the year. \*\*\* Excludes investee companies with holdings by more than one fund. # Represents cash, OEICs and net current assets. % return in the period relates only to the cash liquidity funds.
AIM-traded companies 67 32 44 17
- WS Gresham House Equity Funds\*\*\* 68 32 76 18 Liquid assets# 27 13 N/A 4 Totals 212 100 161 7
- The net assets of £212 million were invested as follows: NAV (£mn) % of NAV\* Number of investees companies % return in the year\*\* Unquoted 50 23 41 (9)
of VCT Portfolio
\* By value as at 30 September 2024.
### **Investment activity – unquoted and quoted**
The Company's investment strategy is primarily focused on companies operating in parts of the economy that we believe are benefiting from long-term structural growth trends and in sectors where we have deep expertise and network. The amount of capital invested in each business is matched to the scale, maturity and underlying risk profile of
Two new AIM quoted investments were made during the year:
- IntelliAM is a provider of a machine learning platform enabling manufacturing organisations to leverage their
- data and maximise the value and efficiency of their assets Earnz is a consolidator in the blue collar energy services sector created by an experienced Executive
Chairman which the Manager has successfully backed in
previous ventures
The Company made additional investments totalling £4.6 million into twelve existing portfolio companies, 3 quoted and 9 unquoted, across the year. This is consistent with the investment strategy of continuing to back our high
### potential assets with further capital to support future growth. We anticipate the level of follow-on investment will continue
## to grow as the earlier stage portfolio continues to mature.
### **Quoted portfolio (AIM-traded investments)**
## Performance
### notably automating custom declaration forms SciLeads is a data-intelligence platform that enables companies operating within Life Science verticals to
24%
**Investment diversification at 30 September 2024 by value**
\* Direct investments only, not held by the WS Gresham House Equity Funds.
32% 32% 12%
WS Gresham House Equity Funds
OnSecurity Technology is a B2B cybersecurity services
63%
7% 9%
business which has built a technology platform to automate the scoping, scheduling, and reporting of
21%
human-based penetration tests
identify, track and convert potential customers
on investments. Five new unquoted investments were completed
the company seeking investment. During the year, £13.0 million was invested into 19 companies including 7 new additions to the portfolio and 12 follow-
Ozone API is a software developer providing banks and
during the year. financial institutions with low-cost, compliant APIs CitySwift is a software business that works with bus
operators to analyse data from their networks Azarc.io specialises in business process automation,
- Healthcare & education Technology
- Business services Consumer markets
The quoted portfolio delivered positive absolute performance of 16.5 per cent during the year, despite the
Unquoted
Cash liquidity funds
AIM
in the UK increased 2.0 per cent over the same period. The AIM portfolio remains in good financial health and is exposed to structural growth areas providing some
insulation from the uncertain economic conditions.
Sector\* Total assets Length of time investments held\*
7%
13%
24%
Annual Report and Audited Financial Statements 2024
Between 3 and 5 years Between 1 and 3 years
56%
**11**
Greater than 5 years
Less than 1 year
ongoing elevated levels of geopolitical and macroeconomic uncertainty in the markets. For reference, the AIM market
The software sector provided the largest positive contributor to performance with Cerillion, a provider of billing and charging software to the telecoms industry, continuing to deliver strong revenue and profit growth. Property Franchise Group, a franchised estate agency positively during the year following its takeover of
Cybersecurity, a cyber consultancy and software provider, which was subscale and exhibited a challenging cash runway; and Inspired, an energy procurement and optimisation consultancy, which announced the potential current year revenue and profits. We continue to closely monitor our AIM portfolio with a
for certain large customer projects to be delayed impacting rolling programme of independent reviews of top AIM holdings and broadly continue to be positive on the
business focussed primarily on lettings, also performed Belvoir Lettings. The largest detractors from performance were Crossword This was a disappointing performance which reflects the immaturity of the unquoted portfolio. Earlier stage investment delivered lower levels of growth than had been forecast resulting in shortened cash runways. With this increased risk profile it is appropriate to have reduced the holding value of a number of the companies within our portfolio. Gresham House's experienced Non-Executive Directors and consultants continue to support the portfolio companies during these turbulent times with the value as they trade out of difficult conditions and / or raise further capital.
expectation that a number of these companies will recover Panthera Biopartners and Ozone API were the two investments that made the biggest positive contribution in the year. Panthera, a provider of recruitment services for clinical trials, delivered impressive sales growth and profitability during the year as a result of new contract
wins. Ozone API, a software developer providing banks and financial institutions with low-cost, compliant APIs, was a new investment in the year. The company grew in line with expectations and the valuation benefitted from the preference structure of the investment. The largest detractors from performance were in the healthcare and technology sectors. eConsult, an online consultation provider used by GP practices and hospitals,
experienced increased competition during the year and
an ongoing challenge of funding for its hospital product, leading to a much reduced cash runway. This led to
the decision to seek a new owner for the business and eConsult was acquired by Huma Therapeutics Ltd in a using advanced behavioural analytics to deliver tailored promotions to users, suffered from its largest customer, a large US retailer, more than halving its spending.
share for share transaction in September 2024. Huma is a well funded digital healthcare business which specialises in continuous patient monitoring. RevLifter, an AI platform
As Manager we remain highly engaged with the management teams within the portfolio, sharing insight and best practice
Divestments There were two full realisations during the year, both
### long-term investment prospects of these companies. Many of the larger quoted investments have been longterm holdings. These companies are typically profitable, cash generative businesses with low levels of financial gearing and continue to have attractive long-term growth prospects.
- in DeepVerge, an environmental and life sciences group, was written off during the year although the NAV impact of this was limited during the year as the value of this investment had largely decreased in previous years. The opportunity to crystallise further profits was taken
- for Cerillion; over the course of the year proceeds of
- corporate actions, in Gresham House and Gama Aviation whose proceeds of £0.4 million each represented gross multiples of 3.9x and 0.6x cost respectively. Our investment
- £6.7 million were realised at a 21.1x cost multiple.
- In addition to this, liquidation proceeds of £0.1 million were received for InterQuest, which was written off in
September 2023.
Performance
**12**
**Unquoted portfolio**
remained challenging for our portfolio companies with many experiencing difficult trading conditions and lengthening of product and services sales cycles, most
quickly changing environment. We have continued to invest in our portfolio and in-house talent teams, which alongside our extensive network of earlier stage, high growth company experts, ensure we are well positioned to help the companies we invest in to navigate the challenges they face whilst also continuing to develop and scale. Divestments There was one full realisation in the unquoted portfolio
during the year with proceeds of £0.04 million received from the realisation of FundingXchange, for a gross multiple of 0.1x cost. In addition to this, earn out proceeds were received on Evotix of £0.1 million with a gross money multiple of 0.8x cost. Our investment in Armstrong Craven, a provider of executive search and business intelligence services, was written off during the year although the value of this investment had largely decreased in previous years.
to help them both manage risk and spot opportunities in a
notably consumer related businesses.
The unquoted portfolio decreased in value by 8.6 per cent during the year. The macroeconomic environment
### Collective investment vehicles
The Company's investments in the WS Gresham House UK Micro Cap Fund ("Micro Cap"), WS Gresham House UK Multi Cap Income Fund ("Multi Cap") and WS Gresham House UK Smaller Companies Fund ("Small Cap") remain a core component of the Company's portfolio construction. These investments provide shareholders with additional diversification through exposure to an additional 76 underlying companies, as well as access to the potential returns available from a larger and more established group of companies that fall within the Manager's core area of expertise.
Over the year, Small Cap and Micro Cap delivered returns of 28.1 per cent and 9.8 per cent respectively, compared to the IA UK Smaller Companies sector which returned 16.1 per cent. Multi Cap delivered a return of 22.9 per cent, compared to the IA UK Equity Income sector which returned 15.0 per cent.
Micro Cap and Multi Cap continue to be both highly rated by independent ratings agencies. Micro Cap's cumulative performance is currently second quartile within the IA UK Smaller Companies sector over the past 10 years. Multi Cap's cumulative performance has remained the top quartile within the IA UK Equity Income sector since launch in June 2017 and is the best performer over five years. Small Cap has also achieved top quartile cumulative performance since launch in 2019 and is the third best performing fund over the past five years within the IA UK Smaller Companies sector.
### Liquid assets (cash and near cash)
The Company held cash and liquidity OEICs of approximately £27.3 million at the year-end. This asset class is conservatively managed to take minimal or no capital risk. The average 7 day yield on the liquidity OEICs was 4.9 per cent at the end of the year.
### **Third party independent valuations**
During the year, the Company engaged the services of Lincoln International and Kroll to conduct independent third party valuations as a means of managing the Board's risk in respect of a systematic error regarding the valuation of one or more of the material VCT portfolio assets. The responsibility for the preparation of draft valuations lies with the Manager, and this does not constitute outsourcing of any part of the valuation process, and the Board is responsible for the approval of valuations. The Manager uses these independent valuations in conjunction with their own valuations to provide independent assurance and risk mitigation to the Board and the Board continues to support this. Four unquoted investment were selected, focussing on the higher valued assets in the portfolio, which also covered different characteristics such as value based on both revenue and EBITDA multiples and those with a range of both equity and loan instruments. In July 2024, the Board assessed the use of the third party valuations and concluded that the process had provided comfort on the Manager's controls and the quality of the Manager's processes compared to the market. Furthermore, the Board agreed to reassess the use of third party independent valuations on a regular basis.
### **Outlook**
Geo-political flux is likely to persist throughout 2025, although the UK and US election results will hopefully allow more clarity on the future economic and political landscape. That being said, the impact of the UK Government's first budget has caused an element of short term market turbulence, potential inflationary pressures and pausing of interest rate reductions.
This environment should present attractive opportunities with the advantage of being able to take a longer-term view of both new and portfolio follow-on investments. The early stage cohort of investments are taking on the challenges presented and are expected to accelerate their funding plans, however this should also produce some compelling follow-on investment opportunities.
Gresham House's seasoned investment managers are a vital source of knowledge and experience available to support the Company's portfolio of management teams. In this respect, Gresham House is well placed by having one of the largest and most experienced portfolio teams in the industry.
Looking into 2025, the Manager remains cautiously optimistic that the combination of a somewhat improving economic backdrop, greater political stability and a more attractive valuation environment will produce attractive investment opportunities when viewed with a long-
Gresham House Asset Management Ltd
term perspective.
Manager
23 December 2024
Annual Report and Audited Financial Statements 2024
### **Investments in the year**
| | | | | Book
cost |
|----------------------------------------------|----------------|------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------|
| Company
Unquoted investments | Location | Sector | Activity | £'000 |
| New | | | | |
| Ozone Financial Technology Ltd London | | Technology | Open banking infrastructure provider | 1,867 |
| OnSecurity Technology Ltd | Bristol | Technology | A B2B cybersecurity services
business which has built a
technology platform to automate
the scoping, scheduling, and
reporting of human-based
penetration tests | 1,210 |
| Huddl Mobility Ltd (trading as
CitySwift) | Ireland | Technology | SaaS product for bus opreators
and local authorities to aggregate,
cleanse and access insight from data
from across their bus networks | 949 |
| SciLeads Ltd | London | Technology | A data-intelligence platform that
enables companies operating within
Life Science verticals to identify, track
and convert potential customers | |
| Azarc.Io inc | London | Technology | Automating customs declarations | 659 |
| Follow-on | | | | |
| Patchworks Integration Ltd | London | Technology | Leading integration platform for
fast-growing retail and ecommerce
businesses | 840 |
| Airfinity Ltd | London | Healthcare & education | Provides real time life science
intelligence as a subscription service | 600 |
| Metrion BiosciencesLtd | Cambridgeshire | Healthcare & education | Ion channel drug discovery and
safety assessment service provider | 486 |
| Counting Ltd | London | Business services | Banking and accounting software for
small businesses | 470 |
| Orri Ltd | London | Healthcare & education | Provider of intensive day care
treatments for eating disorders | 340 |
| Focal Point Positioning Ltd | Cambridgeshire | Technology | A research and development
focused technology business
focusing on global navigation and
satellite systems | |
| Yappy Ltd | Manchester | Consumer markets | Supplier of customisable pet products | 222 |
| Rockfish Group Ltd | Devon | Consumer markets | Seafood restaurant chain | 175 |
| Dayrize B.V. | Amsterdam | Technology | A rapid product-level sustainability
impact assessment software tool for
retailers and Consumer Packaged
Goods ("CPG") companies | 160 |
| Total unquoted investments | | | | 9,146 |
| Company | Location | Sector | Activity | Book
cost
£'000 |
|--------------------------------|-----------------|-------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------|
| AIM-traded investments | | | | |
| New | | | | |
| IntelliAM AI plc | South Yorkshire | Technology | Provider of a machine learning
platform enabling manufacturing
organisations to leverage their
data and maximise the value and
efficiency of their assets. | 2,118 |
| Earnz plc | Gloucestershire | Business services | Specialist energy and heat
decarbonisation platform | 702 |
| Follow-on | | | | |
| Eden Research plc | Oxfordshire | Business services | Developer of biological fungicides
and bio equivalents | 732 |
| PCI-PAL plc | London | Technology | Secure payment service provider | 196 |
| Oberon Investments Group plc | London | Business services | Wealth advisory service for
individuals and businesses | 105 |
| Total AIM-traded investments | | | | 3,853 |
| Total investments in the year# | | | | 12,999 |
# includes unquoted and AIM investments only.
### **Realisations in the year**
| Company | | First
investment
date | Original
book cost#
£'000 | Proceeds‡
£'000 | Overall
multiple
return (x) | IRR
(%) |
|----------------------------------|-----------------|-----------------------------|---------------------------------|--------------------|-----------------------------------|------------|
| Unquoted realisations | | | | | | |
| Funding Xchange Ltd | Full trade sale | Nov 19 | 705 | 44 | 0.1 | – |
| Armstrong Craven Ltd | Written off | Jun 13 | 543 | – | 1.1* | 1.6 |
| Total unquoted realisations | | | 1,248 | 44 | | |
| AIM‑traded realisations | | | | | | |
| Cerillion plc | Market sale | Nov 15 | 317 | 6,685 | 21.1 | 43.4 |
| Gama Aviation plc | Tender offer | Nov 10 | 776 | 440 | 0.6 | – |
| Gresham House plc | Takeover | Nov 14 | 112 | 433 | 3.9 | 15.9 |
| Deepverge plc | Written off | Jun 21 | 1,410 | – | – | – |
| Total AIM‑traded realisations | | | 2,615 | 7,558 | | |
| Total realisations in the year** | | | 3,863 | 7,602 | | |
During the year, liquidation proceeds of £114k were received from InterQuest Group plc, which was written off in September 2023; earn out proceeds of £62k were received from Evotix Ltd, which was realised in May 2023; and liquidation proceeds of £4k were received from Crawshaw Group plc, which was written off in October 2018.
# Residual book cost at realisation date.
Proceeds at time of realisation including interest.
\* Includes interest/dividends received, loan note redemptions and partial realisations accounted for in prior periods.
\*\* Includes unquoted and AIM investments only.
Source: Cerillion plc, Annual Report and Financial Statements,
### **Ten largest investments**
The top ten investments by value at 30 September 2024 illustrate the diversity of investee companies within the portfolio. For consistency across the top ten and based on guidance from the AIC, data extracted from the last set of published audited accounts is shown in the tables below. However, this may not always be representative of underlying financial performance for several reasons. Published accounts lodged at Companies House may be out of date and the Manager works from up-to-date monthly management accounts and has access to draft but unpublished annual audited accounts. In addition, pre-tax profit in statutory accounts is often not a representative indicator of underlying profitability as it can be impacted by, for example, deductions of non-cash items, such as amortisation, that relate to investment structures rather than operating performance.
Cerillion provides billing, charging and CRM software solutions, predominantly to the telecommunications sector but also to other sectors, including finance and utilities. Cerillion has c.80 customer installations worldwide, delivering a broad range of cloud solutions, managed services and on-premise enterprise software.
### **All funds managed by Gresham House**
| First investment: | July 2015 |
|----------------------|------------|
| Total original cost: | £1,958,000 |
| Total equity held: | 8.7% |
| Original cost: | £881,000 |
|--------------------------------|-------------|
| Valuation: | £20,639,000 |
| Valuation basis: | Bid price |
| Income recognised in the year: | £176,000 |
| % of equity held: | 3.9% |
| Voting rights: | 3.9% |
30 September 2024
**Baronsmead Venture Trust only**
**Year ended 30 September**
| | 2024 | 2023 |
|-------------------|-----------|-----------|
| | £ million | £ million |
| Sales: | 43.8 | 39.2 |
| Pre-tax profits: | 19.7 | 16.1 |
| Net assets: | 48.5 | 36.9 |
| No. of employees: | 354 | 324 |
2 **Netcall plc** *Bedfordshire* Quoted
Netcall is a provider of intelligent automation and customer engagement software, helping organisations to become more customer-centric. Solutions are focused on enabling customer contact across multiple channels and improving customer satisfaction whilst driving operational efficiency through increases process automation. Netcall has over 700 customers, spanning enterprise, healthcare and government sectors.
### **All funds managed by Gresham House**
| First investment: | July 2010 |
|----------------------|-------------|
| Total original cost: | £4,354,000* |
| | |
### **Baronsmead Venture Trust only**
| Original cost: | £1,738,000 | |
|--------------------------------|------------|--|
| Valuation: | £8,616,000 | |
| Valuation basis: | Bid price | |
| Income recognised in the year: | £82,000 | |
| % of equity held: | 6.0% | |
| | | |
Source: Netcall plc, Annual Report and Accounts, 30 June 2024
[www.netcall.com](http://www.netcall.com)
2024 £ million
Total equity held: 24.4%
Voting rights: 6.0% **Year ended 30 June** 2023 £ million Sales: 39.1 36.0 Pre-tax profits: 6.3 4.0 Net assets: 40.5 35.4 No. of employees: 283 270
\*Includes Baronsmead VCTs only
Annual Report and Audited Financial Statements 2024 **17**
Patchworks provides the software to integrate an ecommerce customer's front and back office operational systems, managing the flow of data across their entire business and providing data and analytics to power decision-making.
### **All funds managed by Gresham House**
| First investment: | July 2021 |
|----------------------|-------------|
| Total original cost: | £10,550,000 |
| Total equity held: | 25.0% |
### **Baronsmead Venture Trust only**
| Original cost: | £5,063,000 |
|--------------------------------|------------------|
| Valuation: | £6,233,000 |
| Valuation basis: | Revenue multiple |
| Income recognised in the year: | £174,000 |
| % of equity held: | 10.6% |
| Voting rights: | 10.6% |
### **Year ended 30 June**
| | 2023 | 2022 |
|-------------------|-----------|-----------|
| | £ million | £ million |
| Net Assets: | 2.6 | 2.7 |
| No. of Employees: | 4 | 4 |
A full set of accounts is not publicly available. Source: Patchworks Integration Ltd, Unaudited Financial
Property Franchise Group ("TPFG") is the UK's largest multi-brand lettings and estate agency franchising group, which has completed two transformational acquisitions in 2024 augmented by strong organic growth. With c.1,900 outlets across the UK, TPFG manages over 150,000 tenanted properties across its 18 brand portfolio. TPFG's franchise model generates multiple income streams, with the majority of earnings being driven by lettings revenue, with additional fees
generated from financial and other service revenues
3
Statements, 30 June 2023
### **All funds managed by Gresham House**
| First investment: | December 2013 | |
|----------------------|---------------|--|
| Total original cost: | £3,196,000* | |
| Total equity held: | 18.2% | |
### **Baronsmead Venture Trust only**
| Original cost: | £1,438,000 |
|--------------------------------|------------|
| Valuation: | £4,925,000 |
| Valuation basis: | Bid price |
| Income recognised in the year: | £133,000 |
| % of equity held: | 1.9% |
| Voting rights: | 1.9% |
| | 2023 | 2022 |
|-------------------|-----------|-----------|
| | £ million | £ million |
| Sales: | 27.3 | 27.2 |
| Pre-tax profits: | 9.0 | 8.8 |
| Net Assets: | 57.7 | 57.8 |
| No. of Employees: | 176 | 185 |
Source: The Property Franchise Group plc, Annual Report and Accounts, 31 December 2023 \*Includes Baronsmead VCTs only
5 **Airfinity Ltd** *London* Unquoted [www.airfinity.com](http://www.airfinity.com)
31 December 2022
Airfinity is a science information data analytics platform which provides deep information by therapeutic area on a real time basis to the life sciences industry and public entities including governments, NGOs and healthcare authorities. It grew rapidly during the pandemic on the back of its COVID-19 health analytics and intelligence platform.
### **All funds managed by Gresham House**
| First investment: | July 2021 | |
|----------------------|------------|--|
| Total original cost: | £8,155,000 | |
| | | |
### **Baronsmead Venture Trust only**
| £3,911,000 |
|------------------|
| £4,894,000 |
| Revenue multiple |
| £69,000 |
| 8.6% |
| 8.6% |
| |
### **Year ended 31 December**
| | 2022 | 2021 |
|------------------|-----------|-----------|
| | £ million | £ million |
| Sales: | 5.4 | 2.4 |
| Pre-tax profits: | (3.5) | (1.9) |
| Net Assets: | 2.6 | 3.2 |
| No. of employees | 83 | 57 |
Source: Airfinity Ltd, Annual Report & Financial Statements,
IDOX provides legislative compliance and document process management software, in a variety of cloud and on-premise applications, for local governments and the NHS. Additionally, IDOX delivers document collaboration software for the oil & gas, energy, and infrastructure sectors, enabling accurate record keeping for project management. IDOX's solutions seek to deliver process automation to support enhanced citizen and customer experience, improved
## [www.idoxgroup.com](http://www.idoxgroup.com)
| IDOX provides legislative compliance and document |
|-------------------------------------------------------|
| process management software, in a variety of cloud |
| and on-premise applications, for local governments |
| and the NHS. Additionally, IDOX delivers document |
| collaboration software for the oil & gas, energy, and |
| infrastructure sectors, enabling accurate record |
| |
## operational efficiency and reduced overheads.
Total equity held: 20.1%
**All funds managed by Gresham House**
First investment: May 2002 Total original cost: £1,642,000\* Total equity held: 6.5% **Baronsmead Venture Trust only**
Original cost: £614,000 Valuation: £3,881,000 Valuation basis: Traded price Income recognised in the year: £38,000 % of equity held: 1.4% Voting rights: 1.4%
**Year ended 31 October**
Sales: 73.3 66.2 Pre-tax profits: 7.8 6.6 Net Assets: 73.3 67.4 No. of Employees: 626 578 Source: Idox plc, Annual Report & Accounts, 31 October 2023 \*Includes Baronsmead VCTs only
2023 £ million
2022 £ million
### 7 **Panthera Biopartners Ltd** *Lancashire* Unquoted www.panthera-bio.com
Panthera is an independent site management organisation providing patient recruitment services to clinical research organisations, pharma and biotech companies. The primary focus is phase 2 and 3 clinical Panthera supports all aspects of new clinical trials including feasibility assessments, site set up, patient recruitment and engagement and day to day running
### **Baronsmead Venture Trust only**
| Original cost: | £3,081,000 |
|--------------------------------|------------------|
| Valuation: | £3,699,000 |
| Valuation basis: | Revenue multiple |
| Income recognised in the year: | Nil |
| % of equity held: | 11.3% |
| Voting rights: | 11.3% |
### **Year Ended 31 December**
| | 2023 | 2022 |
|-------------------|-----------|-----------|
| | £ million | £ million |
| Sales: | 11.3 | 4.9 |
| Pre-tax profits: | 0.9 | (5.6) |
| Net Assets: | 5.7 | 1.4 |
| No. of Employees: | 108 | 104 |
Source: Panthera Biopartners Ltd, Annual Report & Financial Statements, 31 December 2023
Bioventix manufactures and supplies high affinity sheep monoclonal antibodies for use in immunodiagnostics. Focusing on clinical diagnostics, the company's strategy is to identify new assays for
## of clinical trials in line with strict regulatory criteria.
## trials for new drugs across multiple therapeutic areas.
## **All funds managed by Gresham House**
First investment: September 2020 Total original cost: £6,424,000 Total equity held: 26.7%
which there is a need for improved antibodies.
### **All funds managed by Gresham House**
First investment: June 2013 Total original cost: £562,000\* Total equity held: 11.1% **Baronsmead Venture Trust only**
Original cost: £253,000 Valuation: £3,662,000 Valuation basis: Bid price
£ million £ million Sales: 13.6 12.8 Pre-tax profits: 10.6 10.1 Net Assets: 12.0 12.1 No. of Employees: 17 16 Source: Bioventix plc, Annual Report & Financial Statements, 30 June 2024 \*Includes Baronsmead VCTs only
2024
2023
% of equity held: 1.8%
Voting rights: 1.8% **Year ended 30 June**
**20** Annual Report and Audited Financial Statements 2024
Popsa is a photobook app that uses proprietary machine learning algorithms to reduce the average time it takes for customers to produce photobooks from two hours to just five minutes. Popsa aims to disrupt an industry that has not innovated with consumer habits, in particular the shift to mobile as the key photo repository.
### **All funds managed by Gresham House**
| First investment: | December 2021 |
|----------------------|---------------|
| Total original cost: | £6,500,000 |
| Total equity held: | 8.1% |
### **Baronsmead Venture Trust only**
| Original cost: | £3,120,000 |
|--------------------------------|------------------|
| Valuation: | £3,120,000 |
| Valuation basis: | Revenue multiple |
| Income recognised in the year: | Nil |
| % of equity held: | 3.4% |
| Voting rights: | 3.4% |
### **Year Ended 31 December**
31 December 2023
| | 2023 | 2022 |
|-------------------|-----------|-----------|
| | £ million | £ million |
| Sales: | 27.5 | 26.7 |
| Pre-tax profits: | (0.8) | (2.1) |
| Net Assets: | 11.2 | 11.3 |
| No. of Employees: | 58 | 58 |
**Clarilis Ltd** *Warwickshire* Unquoted
Valuation: £2,514,000
% of equity held: 7.0% Voting rights: 6.6%
10
Net Assets: 0.9 1.7
A full set of accounts is not publicly available. A full set of accounts is not publicly available.
No. of Employees: 57 57
Source: Clarilis Ltd, Unaudited Financial Statements, 31 December 2023 Source: Popsa Holdings Ltd, Group Strategic Report, Report
[www.clarilis.com](http://www.clarilis.com)
contract production.
of the Directors and Consolidated Financial Statements,
Clarilis is a legal document automation software and services provider, enabling both legal firms and in-house legal teams to automate legal
2022 £ million
Valuation basis: Revenue multiple Income recognised in the year: Nil
### **All funds managed by Gresham House**
First investment: July 2020 Total original cost: £3,500,000 Total equity held: 16.7% **Baronsmead Venture Trust only**
**Year ended 31 December**
Original cost: £1,679,000
2023 £ million
### **Principal risks and uncertainties**
The Board has carried out a robust assessment of the principal and emerging risks and uncertainties facing the Company and has assessed the appropriate measures to be taken in order to mitigate these risks as far as practicable. There is an ongoing process for identifying, evaluating and managing these risks which is part of the governance framework detailed further in the Corporate Governance section of this report.
| Principal risk | Context | Specific risks we face | |
|---------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|
| Loss of approval
as a Venture
Capital Trust | The Company must comply with section 274 of the
Income Tax Act 2007 which enables its investors to
take advantage of tax relief on their investment and on
future returns. | Breach of any of the rules enabling the
Company to hold VCT status could result in the
loss of that status. | |
| Legislative | VCTs were established in 1995 to encourage private
individuals to invest in early stage companies that
are considered to be risky and therefore have limited
funding options. In return the state provides these
investors with tax reliefs which fall under the definition
of state aid. | A change in government policy regarding the
funding of small companies or changes made
to VCT regulations to comply with EU State
Aid rules could result in a cessation of the tax
reliefs for VCT investors or changes to the
reliefs that would make them less attractive to
investors. | |
| Investment
performance | The Company invests in small, mainly UK based
companies, both unquoted and quoted. Smaller
companies often have limited product lines, markets
or financial resources and may be dependent for their
management on a smaller number of key individuals and
hence tend to be riskier than larger businesses. | Investment in poor quality companies with
the resultant risk of a high level of failure in
the portfolio. | |
| Economic,
political and
other external
factors | Whilst the Company invests in predominantly UK
businesses, the UK economy relies heavily on Europe
and the US as its largest trading partners. This, together
with the increase in globalisation, means that economic
unrest and shocks in other jurisdictions, as well as
in the UK, can impact on UK companies, particularly
smaller ones that are more vulnerable to changes in
trading conditions. | Events such as fiscal policy changes, economic
recession, trade disputes, movement in interest
or currency rates, civil unrest, war or political
uncertainty or pandemics can adversely
affect the trading environment for underlying
investments and impact on their results and
valuations. | |
| Regulatory and
compliance | The Company is authorised as a self managed
Alternative Investment Fund Manager ("AIFM") under
the Alternative Investment Fund Managers Directive
("AIFMD") and is also subject to the Prospectus and
Transparency Directives. It is required to comply with
the Companies Act 2006 and the UKLA Listing Rules. | Failure of the Company to comply with any of
its regulatory or legal obligations could result in
the suspension of its listing by the UKLA and/or
financial penalties and sanction by the regulator
or a qualified audit report. | |
| Operational | The Company relies on a number of third parties, in
particular the Manager, to provide it with the necessary
services such as registrar, sponsor, custodian, receiving
agent, lawyers and tax advisers. | The risk of failure of the systems and controls
of any of the Company's advisers including a
cyber attack leading to an inability to service
shareholder needs adequately, to provide
accurate reporting and accounting and to
ensure adherence to all VCT legislation rules. | |
The financial risks faced by the Company are covered within the Notes to the Financial Statements on [pages 83](#page-84-0) to [87](#page-88-0).
The Company is facing the key emerging risks of climate change and ESG, given the regulatory, operational and potentially reputational implications if not appropriately addressed. In order to address these emerging risks, when looking to make a new investment, the Manager uses an ESG Decision Tool to identify any material ESG risks that need to be managed and mitigated. For further detail, see [pages 24](#page-25-0) to 2[6](#page-27-0).
| Context
Specific risks we face | Possible impact | Mitigation |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| The Company must comply with section 274 of the
Breach of any of the rules enabling the
Income Tax Act 2007 which enables its investors to
Company to hold VCT status could result in the
take advantage of tax relief on their investment and on
loss of that status.
future returns. | The loss of VCT status would result in
shareholders who have not held their shares for
the designated holding period having to repay
the income tax relief they had already obtained
and future dividends and gains would be subject
to income tax and capital gains tax | The Board maintains a safety margin on all VCT tests to ensure that
breaches are unlikely to be caused by unforeseen events or shocks. The
Manager monitors all of the VCT tests on an ongoing basis and the Board
reviews the status of these tests on a quarterly basis. Specialist advisors
review the tests on a bi-annual basis and report to the Audit Committee on
their findings. |
| VCTs were established in 1995 to encourage private
A change in government policy regarding the
individuals to invest in early stage companies that
funding of small companies or changes made
are considered to be risky and therefore have limited
to VCT regulations to comply with EU State
funding options. In return the state provides these
Aid rules could result in a cessation of the tax
investors with tax reliefs which fall under the definition
reliefs for VCT investors or changes to the
of state aid.
reliefs that would make them less attractive to
investors. | The Company might not be able to maintain its
asset base leading to its gradual decline and
potentially an inability to maintain either its buy
back or dividend policies. | The Board and the Manager engage on a regular basis with HMT and
industry representative bodies to demonstrate the cost benefit of VCTs to
the economy in terms of employment generation and taxation revenue. In
addition, the Board and the Manager have considered the options available
to the Company in the event of the loss of tax reliefs to ensure that it can
continue to provide a strong investment proposition for its shareholders
despite the loss of tax reliefs. |
| The Company invests in small, mainly UK based
Investment in poor quality companies with
companies, both unquoted and quoted. Smaller
the resultant risk of a high level of failure in
companies often have limited product lines, markets
the portfolio.
or financial resources and may be dependent for their
management on a smaller number of key individuals and
hence tend to be riskier than larger businesses. | Reduction in both the capital value of investors'
shareholdings and in the level of income
distributed. | The Company has a diverse portfolio where the cost of any one investment
is typically less than 5 per cent of NAV thereby limiting the impact of any one
failed investment. The Manager has a strong and consistent track record
over a long period.
The Manager undertakes extensive due diligence on each new investment
and reviews the portfolio composition maintaining a wide spread of holdings
in terms of financing stage and industry sector. Investments are actively
managed with a view to delivering value and growth. |
| Events such as fiscal policy changes, economic
recession, trade disputes, movement in interest
or currency rates, civil unrest, war or political
uncertainty or pandemics can adversely
affect the trading environment for underlying
investments and impact on their results and
valuations. | Reduction in the value of the Company's assets
with a corresponding impact on its share price
may result in the loss of investors through buy
backs and may limit its ability to pay dividends. | The Company invests in a diversified portfolio of companies across a
number of industry sectors, providing protection against shocks. In addition,
the Manager uses a limited amount of bank gearing in its investments which
enables its investments to continue trading through difficult economic
conditions. The Board monitors and reviews the position of the Company,
ensuring that adequate cash balances exist to allow flexibility. The Board
reviews the make up and progress of the portfolio each quarter to ensure
that it remains appropriately diversified and funded. |
| Failure of the Company to comply with any of
its regulatory or legal obligations could result in
the suspension of its listing by the UKLA and/or
financial penalties and sanction by the regulator
or a qualified audit report. | The Company's performance could be
impacted severely by financial penalties and
a loss of reputation resulting in the alienation
of shareholders, a significant demand to buy
back shares and an inability to attract future
investment. The suspension of its shares
would result in the loss of its VCT taxation
status and most likely the ultimate liquidation of
the Company. | The Board and the Manager employ the services of leading regulatory
lawyers, sponsors, auditors and other advisers to ensure the Company
complies with all of its regulatory obligations. The Board has strong systems
in place to ensure that the Company complies with all of its regulatory
responsibilities. The Manager has a strong compliance culture and employs
dedicated compliance specialists within its team who support the Board in
ensuring that the Company is compliant. |
| The risk of failure of the systems and controls
of any of the Company's advisers including a
cyber attack leading to an inability to service
shareholder needs adequately, to provide
accurate reporting and accounting and to
ensure adherence to all VCT legislation rules. | Errors in shareholders' records or
shareholdings, incorrect marketing literature,
non compliance with listing rules, loss of assets,
breach of legal duties and inability to provide
accurate reporting and accounting all leading to
reputational risk and the potential for litigation. A
cyber attack or data breach could lead to loss of
sensitive shareholder data resulting in a breach
and liability under GDPR. | The Board has appointed an Audit Committee who reviews the internal
control ("ISAE3402") and/or internal audit reports from all significant third
party service providers, including the Manager, on a bi-annual basis to
ensure that they have strong systems and controls in place including
Business Continuity Plans and matters relating to cyber security. The Board
regularly reviews the performance of its service providers to ensure that
they continue to have the necessary expertise and resources to provide
a high class service and always where there has been any changes in key
personnel or ownership. |
| | | |
Annual Report and Audited Financial Statements 2024
### **Environmental, Social & Governance (ESG)**
The Company is required, by company law, to provide details of environmental (including the impact of the Company's business on the environment), employee, human rights, social and community issues, including information about any policies it has in relation to these matters and the effectiveness of these policies. Since the Company does not have any employees and it has no direct impact on the community or the environment due to its status as a VCT, the Company does not maintain specific policies in relation to these matters. However, the Board is conscious of the
its social and corporate governance responsibilities. The Board and the Manager believe that responsible investment involves the integration of ESG factors within the investment process and that these factors should be considered alongside financial and strategic issues. The Company therefore complies with current reporting and other ESG standards for investment companies, through its monitoring of the ESG risks and opportunities of its investee companies. The Company will continue to evolve its processes and reporting as ESG requirements change. More broadly, the Company complies with the AIC Code of
the investment process including valuation and this is communicated with the Board on a quarterly basis. A framework based on ten key ESG themes is used to
Corporate Governance. The Manager incorporates ESG considerations throughout
opportunities across the lifecycle of investments. The Manager's investment philosophy means that it is an
actively engaged shareholder. The Manager's assessments of management, board and governance form a critical part
of the investment case, which necessitates that it works with companies on strategy, M&A, remuneration and related matters, from the holding period onwards. The Manager will
when it owns a material stake of a company. These meetings form the basis for the ongoing monitoring of a company's
strategy, financial performance and ESG considerations.
Voting is an important part of the Manager's investment strategy. The Manager's voting decisions are based on
potential ESG risks associated with its investments as well as
sources including procedures, research, engagement with
the course of action that will be in the best interest of the investee company. Decisions are informed by various
The Manager has been a signatory to the United Nations supported Principles of Responsible Investment (UN PRI) of 80 per cent. It is also a signatory of the UK Stewardship Code. In July 2024, it was announced that the Manager had met the expected standard of reporting for 2023 and the fourth year in a row.
had the opportunity to vote on 1,886 issues. Of these, the Manager voted for 94.4 per cent of resolutions, against on 3.9 per cent, abstained on 1.7 per cent. Of the 74 votes against, the majority were because the resolutions
For the twelve months to 30 September 2024, the Manager conflicted with the Manager's house policy, notably to vote
against political donations.
since February 2018. In the 2024 Private Equity module, the Manager scored 93 per cent versus a median for the sector remained a signatory to the UK Stewardship Code 2020 for The Manager undertakes an annual ESG survey to understand how its VCT unquoted investments respond
advisers, internal discussions and consultations, and other
are considered as part of their operations. The survey
to relevant ESG risks and opportunities and how these
based on the [ESG\\_VC](https://www.esgvc.co.uk/) framework across a range of material environmental, social and governance factors. It asked them to indicate the relevance of those material
structure analysis, and monitor and report on ESG risks and
meet face-to-face with the management team of a publicly listed company at least twice a year, and more frequently [Stewardship Code](https://greshamhouse.com/wp-content/uploads/2024/05/Stewardship-Code-Report-2024.pdf)
asked unquoted investee businesses a range of questions
ESG factors to their business, as well as their ability to influence those factors. Repeating the survey annually allows companies to demonstrate progression against material ESG issues and forms the basis of meaningful ESG engagements between Gresham House Ventures and its unquoted portfolio companies.
the company, discussions with other stakeholders and
[Engagement and Voting Policy](https://greshamhouse.com/wp-content/uploads/2022/04/Gresham-House-engagement-and-voting-policy-April-22.pdf) [TCFD report](https://greshamhouse.com/wp-content/uploads/2024/08/GH-TCFD-Report-2024-2.2.pdf)
[pdf](https://greshamhouse.com/wp-content/uploads/2024/05/Stewardship-Code-Report-2024.pdf)). For details of our voting records ([Public Equity |](https://greshamhouse.com/strategic-equity/public-equity/) [Gresham House | Alternative ass](https://greshamhouse.com/strategic-equity/public-equity/)et management).
For more information on the Manager's commitments and approach to ESG integration and engagement, and the Manager's climate related disclosures please see the following documents: Sustainable In[vestment Report](https://greshamhouse.com/wp-content/uploads/2024/08/GH-SI-Report-2024-2.5.pdf)
relevant information ([Stewardship-Code-Report-2024.](https://greshamhouse.com/wp-content/uploads/2024/05/Stewardship-Code-Report-2024.pdf)
**24** Annual Report and Audited Financial Statements 2024
[Private Equity Sustainable Investment Policy](https://greshamhouse.com/wp-content/uploads/2024/04/Private-Equity-Sustainable-Investment-Policy-CE22v2-April-2024.pdf) / [Public](https://greshamhouse.com/wp-content/uploads/2024/04/Public-Equity-Sustainable-Investment-Policy-SB22-April-2024.pdf) [Equity Sustainable In](https://greshamhouse.com/wp-content/uploads/2024/04/Public-Equity-Sustainable-Investment-Policy-SB22-April-2024.pdf)vestment Policy
### **Diversity**
On 18 July 2023, the House of Commons Treasury Committee published its report (the "Report") on Venture Capital, which included growth capital funding provided by Venture Capital Trusts, and which was broadly positive. MPs recommended that venture capital firms and their investment companies should collect and publish their diversity statistics. The Report also considered the allocation of investment capital to the various regions of the UK.
The Company and the Manager have long supported the creation of opportunities for everyone across the UK through its investment portfolio.
The investment due diligence process for any proposed new investment includes a consideration of the board structure and composition as part of the Manager's governance considerations within the ESG Decision Tool.
We have considered the findings of the Report and set out the relevant metrics pertaining to the Company's portfolio of unquoted investments as at 30 September 2024, Gresham House and the Gresham House Strategic Equity division, responsible for managing the public and private equity portfolios managed or advised by the Manager.
Table 1 below shows that the portfolio companies were predominantly set up by males, or groups of male founders, with 11% (2023: 14%) being founded by all females or groups of mixed male and female founders.
Table 1 Portfolio company founders
*Based on number of companies*
| Founders | 2024 | 2023 |
|--------------|------|------|
| All male | 89% | 86% |
| Mixed gender | 8% | 8% |
| All female | 3% | 6% |
| | 100% | 100% |
Table 2
### Portfolio company board composition1
| Directors | 2024 | 2024 | |
|-----------|------|------|--|
| Male | 85% | 85% | |
| Female | 15% | 15% | |
| | | | |
| Directors | 2024 | 2024 |
|-----------|------|------|
| Male | 85% | 85% |
| Female | 15% | 15% |
| | 100% | 100% |
*Based on number of directors*
board members being female (2023: 15%), after excluding representatives of Gresham House.
Table 3 below shows the regions of the UK where the
Table 2 above shows that board composition within the portfolio was similarly predominantly male, with 15% of
| | 100% | 100% |
|-------------------------------------------------------|------|------|
| 1. excluding Gresham House representatives | | |
| Table 2 above shows that board composition within the | | |
Company's capital has been invested, with the majority of capital being invested in London and/or the South East.
Table 3 Allocation of capital by region2
Other regions 38% 35%
female-led event bringing together innovators, investors, and advisers to foster relationships and share learnings.
2. based on cost of investment In 2024, Gresham House signed up to the Investing in Women Code. This is a commitment to support the advancement of female entrepreneurship in the United
Kingdom by improving female entrepreneurs' access
100% 100%
to tools, resources and finance from the financial services sector. In September 2024, the Manager hosted its second annual
2024 2023 London and South East 62% 65%
Annual Report and Audited Financial Statements 2024 **25**
Table 4 below shows the gender diversity within Gresham House as at 30 September 2024.
Table 4 Gresham House gender diversity3
| Gender | 2024 | 2023 |
|--------|------|------|
| Male | 62% | 62% |
| Female | 38% | 38% |
| | 100% | 100% |
3. as at 30 September 2024
Table 5 below shows the gender diversity within the Strategic Equity division of Gresham House, responsible for managing the Company's portfolio.
Table 5 Gresham House strategic equity division gender diversity4
| Gender | 2024 | 2023 |
|--------|------|------|
| Male | 74% | 70% |
| Female | 26% | 30% |
| | 100% | 100% |
4. as at 30 September 2024
Gresham House released their Diversity, Equity & Inclusion ("DEI") strategy at the start of 2022 to help understand the changing landscape of DEI. Included within the strategy are initiatives to improve DEI such as carrying out unconscious bias training for all employees; evolving Human Resources systems to include DEI data which is now shared quarterly with our Group Management Committee and divisional heads and developing clear DEI guidelines for recruiters.
During the year Gresham House have promoted or actively attended a number of events targeted at women entrepreneurs and the senior women from across Gresham House continued to attend a 12-week external Resilient Women's Leadership Programme to develop their capability to lead.
Gresham House is committed to improving the diversity of its investment teams, the management teams of the investee companies that they support and increasing the amount and number of investments across the UK. As an example, Gresham House has participated in the 10,000 Black Intern programme for a number of years; in summer 2024 3 interns joined the investment teams, and one person was successfully hired as an Analyst into the GH Ventures team.
### **Other matters**
This section of the Strategic Report sets out the practical steps that the Board has taken in order to apply the business model, achieve the investment objective, and adhere to the investment policy. The investment policy, which is set out in full on [page 2](#page-3-0), is designed to ensure that
the Company continues to qualify, and is approved, as a
### **Applying the business model**
VCT by HM Revenue and Customs.
with management and boards of portfolio companies; seeking to challenge, influence and support key areas such as strategy, capital allocation, management incentives, board governance and composition. The Manager views these areas as critical components of long-term shareholder value creation. The unquoted portfolio is actively managed by a large team of investment executives including over ten highly experienced, dedicated portfolio directors who provide
access to a far-reaching network of potential partners.
Value creation is driven through board representation in order to influence areas such as the go-to-market strategy,
capital efficiency, corporate governance and exit planning. An in-house talent function partners with portfolio companies to help strengthen management teams and
shape boards of directors at each stage of the investment. traded investments are primarily held in ordinary shares.
investees may have some trade overseas. Investments are selected in the expectation that the application of private equity disciplines, including an active management style for unquoted companies, will enhance value and enable profits Shoosmiths LLP and Philip Hare & Associates advise the
The Company's policy is not to invest in any of the following areas: human cloning; arms/munitions; or adult content.
The Board has delegated the management of the Company on compliance with VCT requirements when
of sectors that it believes will offer attractive growth prospects and investment opportunities. Diversification is also achieved by spreading investments across different asset classes and making investments for a variety of
different periods.
Based on its research, the Manager has selected a number
The Manager's Review on [pages 10](#page-11-0) to [13](#page-14-0) provides a review of the investment portfolio and of market conditions during the year, including the main trends and factors likely to affect the future development, performance and position of the business. Risk is spread by investing in a number of different businesses within different qualifying industry sectors
using a mixture of securities. The maximum the Company will invest in a single company (including a collective
adopted a 'top-down, macro economic and sector-driven' approach to identifying and evaluating potential investment
evaluating investment opportunities. Internally, this is monitored on a continuous basis and it is also reviewed by PricewaterhouseCoopers LLP ("PwC") every six months to ensure ongoing compliance. PwC have been appointed by the Company to advise on compliance with VCT requirements, which includes appropriate and regular review of the portfolio. Although PwC works closely with the Manager, it reports directly to the Board.
investment vehicle) is 15 per cent of the value of its investments calculated in accordance with Section 278 of the Income Tax Act 2007 (as amended) ("VCT Value"). The value of an individual investment is expected to increase over time as a result of trading progress and a continuous
investment portfolio to Gresham House. The Manager has
The Company invests in a range of securities including, but not limited to, ordinary and preference shares, loan stocks, convertible securities and permitted non qualifying investments as well as cash. Unquoted investments
opportunities, by assessing a forward view of firstly the broader business environment, then the sector and finally the specific potential investment opportunity.
the year ended 30 September 2024, and at the date of this report, the Company continued to meet these tests.
**Portfolio Management** The AIM portfolio is managed with a private equity approach applied to public market investments. This involves a proactively engaged approach to interactions
shares and loan stocks or preference shares, while AIM-
**Investing in the right companies** Pending investment in VCT qualifying investments, the Company's cash and liquid funds are held in permitted nonqualifying investments.
assessment is made of its suitability for sale. are usually structured as a combination of ordinary
Investments are primarily made in companies which are substantially based in the UK, although many of these **VCT status**
Compliance with the required VCT rules and regulations is considered when all investment decisions are made.
The principal tests are summarised overleaf. Throughout
to be realised from planned exits.
### **VCT status tests**
shares since 6 April 2014;
the time of investment;
European market;
**1** To ensure that the VCT's income in the period has been derived wholly or mainly (70 per cent plus) from shares or securities;
**2** To ensure that the VCT has not retained more than 15 per cent of its income from shares and securities; **3** To ensure that the VCT has not made a prohibited payment to shareholders derived from an issue of
**4** To ensure that at least 80 per cent by value of the VCT's investments has been represented throughout the period by shares or securities comprised in qualifying holdings of the VCT; **5** To ensure that at least 70 per cent by value of the VCT's qualifying holdings has been represented throughout the period by holdings of eligible shares; **6** To ensure that no investment in any company has represented more than 15 per cent by VCT value at
**7** To ensure that the VCT's ordinary capital has throughout the period been listed on a regulated
**Appointment of the Manager**
the KPIs highlighted on [page 5](#page-6-0) of the report.
the Manager in meeting the Company's objective against
**8** To ensure that the VCT has not made an investment in a company which causes it to receive more than the permitted investment from State Aid sources;
### Continuing appointment of the Manager
It is considered that the Manager has executed the Company's investment strategy according to the Board's expectations. Accordingly, the Directors believe that the continuing appointment of Gresham House Asset Management Limited as the Manager of the Company, on the terms agreed, is in the best interests of the Company
The Board keeps the performance of the Manager under
continual review. The Management Engagement and Remuneration Committee, comprising all Directors, conducts an annual review of the Manager's performance and makes a recommendation to the Board about its continuing appointment.
and its shareholders as a whole.
Manager has appointed Waystone Administration Solutions (UK) Ltd to provide these services to the Company on its behalf. The Company is responsible for paying the fee charged by Waystone Administration Solutions (UK) Ltd to the Manager in relation to the performance of these services. Annual running costs are capped at 3.5 per cent of the net
**9** To ensure that since 17 November 2015, the VCT has not made an investment in a company which
exceeds the maximum permitted age requirement;
**10** To ensure that since 17 November 2015, funds
invested by the VCT in another company have not been used to make a prohibited acquisition; and **11** To ensure that since 6 April 2016, the VCT has not made a prohibited non-qualifying investment.
assets of the Company (excluding any performance fee 2024 was 2.0 per cent. The management agreement may be terminated at any date by either party giving 12 months' notice of termination and, if terminated, the Manager is only entitled to the management fees paid to it and any interest due
The management agreement Under the management agreement, the Manager receives a fee of 2.0 per cent per annum of the net assets of the Company. In addition, the Manager is responsible for providing all secretarial, administrative and accounting
on unpaid fees. The Board expects the Manager to deliver a performance which meets the objective of achieving positive long-term
investment returns, including tax free dividends. A review of
Performance fees A performance fee will be payable to the Manager once the total return on shareholders' funds exceeds an annual
services to the Company for an additional fee of £164k. The
the Company's performance during the financial year, the position of the Company at the year end and the outlook for the coming year is contained within the Chair's Statement on [pages 7](#page-8-0) to [9](#page-10-0). The Board assesses the performance of
cent calculated on a compound basis. To the extent that the total return exceeds the threshold over the relevant will be paid to the Manager. The amount of any performance fee which is paid in an accounting period shall be capped at 5 per cent of shareholders' funds for that period.
Nil performance fee is payable for the year to 30 September
2024 (2023: £nil).
payable to the Manager and irrecoverable VAT), any excess being refunded by the Manager by way of an adjustment to its management fee. The running cost as at 30 September
threshold of the higher of 4 per cent or base rate plus 2 per period then a performance fee of 10 per cent of the excess
**29**
Annual Report and Audited Financial Statements 2024
The Board is keen to ensure that the Manager continues
In accordance with principle 21 of the Association of Investment Companies Code of Corporate Governance 2019 ("AIC Code"), the Directors have assessed the prospects of the Company over the three-year period to 30 September 2027.
Viability statement
The Company's investment strategy The nature of the Company's portfolio The potential impact of the principal risks and uncertainties
The Company's portfolio currently includes a large position in cash or liquid money market funds. Over the last five years, cash and liquid money market funds have averaged c.20 per cent of the NAV and comprised 13 per cent of the 30 September 2024 NAV. Cash balances can fluctuate over time due to changes in market conditions, but positive cash levels are expected to be maintained over the period. The Company has no debt, and it is expected that the Company will remain ungeared for the foreseeable future.
This period is used by the Board during the strategic planning process and is considered reasonable for a business of our nature and size. The three-year period is considered the most appropriate given the forecasts that the Board require from the Manager and the estimated timeline for finding, assessing and completing investments. In making this three-year assessment, the Board has taken the following factors into consideration:
Share buy-backs and dividends The liquidity of the Company's portfolio Market falls and gains
Company's business model, future performance, solvency, or liquidity. This review has considered the principal risks as
above factors, as they have the potential to threaten the
Maintaining VCT approval status
The Board has carried out a robust assessment of the
outlined on [pages 22](#page-23-0) to [23](#page-24-0).
and portfolio teams and consultants are included in
the Schemes and have invested a total of £62,000
Currently, 25 members of the Manager's investment
raise finance and deploy capital. The Board's assessment
of the mitigating actions that could be taken to avoid or
took account of the availability and likely effectiveness
The Board has also evaluated the ability of third party suppliers to continue to deliver services to the Company. The Board has considered the ability of the Company to
incurred abort costs of £11,000 (2023: £5,000) with respect
to investments attributable to the Company. Alternative Investment Fund Managers Directive ("AIFMD")
Advisory and Directors' fees During the year, Gresham House Asset Management Ltd received £274,000 (2023: £185,000) advisory fees, £397,000 (2023: £369,000) directors' fees for services
in 46 companies.
under the AIFMD.
**30**
investment funds, including VCTs. On 22 July 2014, the Company was registered as a Small UK registered AIFM
The AIFMD regulates the management of alternative
The Board regularly monitors the Schemes' arrangements and considers them to be essential in order to attract, retain and incentivise the best talent. The Schemes are in line with current market practice in the private equity industry and the Board believes that it aligns the interests of the Manager with those of the Baronsmead VCTs.
and in-house portfolio teams invest their own money into a proportion of the ordinary shares of each eligible unquoted investment made by the Baronsmead VCTs. In addition, in 2024, the Manager introduced a Parallel Investment Incentive Scheme (each a "Scheme" and together "the Schemes") for the portfolio consultants allowing them to invest in the same instruments on the same terms as the VCTs in any deal where they become the Investor Director.
private equity sector. The Manager currently operates a hybrid portfolio management model whereby the significant majority of cases have a Gresham House appointed Investor Director drawn from one of, the new investment team, the inhouse portfolio team or an external group of nine highly experienced portfolio consultants.
A VCT Incentive Scheme was introduced in November 2004 under which members of the Manager's investment
### to have one of the best investment teams in the VCT and
Management retention
reduce the impact of the underlying risks, and the large listed portfolio that could be liquidated if necessary. provided to companies in the investment portfolio and
Annual Report and Audited Financial Statements 2024
The Board has also considered the Company's income and expenditure projections and find these to be realistic and sensible. The Board has assessed the Company's ability to cover its annual running costs under several liquidity scenarios in which the value of liquid assets (including AIM-traded investments and OEICs) has been subject to sensitivity analysis. The Directors noted that under none of these scenarios was the Company unable to
share price discount, the Manager's compliance with the investment policies, objective and business model, asset allocation and the portfolio risk profile, the Directors have concluded that there is a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the three-year period to 30 September 2027.
- Shareholder choice
The Board wishes to provide shareholders with a number of choices that enable them to utilise their investment in the Company in ways that best suit their personal investment and tax planning and in a way that treats all shareholders equally.
- Fundraising: From time to time, the Company seeks to raise additional funds by issuing new shares at a premium to the latest published net asset value to account for costs. The Company intends to launch a new offer for subscription in January 2025.
- Dividend Reinvestment Plan: The Company offers a Dividend Reinvestment Plan which enables shareholders to purchase additional shares through the market in lieu of cash dividends. Approximately 2,575,000 shares were bought in this way during the year to 30 September 2024.
cover its costs. Based on the Company's processes for monitoring costs,
- Buy back of shares: From time to time, the Company buys its own shares through the market in accordance with its share price discount policy. Subject to the likely impact on shareholders as a whole, the funding requirements of the Company and market conditions at the time, the Company seeks to maintain a mid share price discount of approximately 5 per cent to should note this discount may widen during periods of
- market volatility. Secondary market: The Company's shares are listed on the London Stock Exchange and can be bought using a stockbroker or authorised share dealing service in the same way as shares of any other listed company. Approximately 128,000 shares were bought by
- net asset value where possible. However shareholders
- - investors in the Company's existing shares in the year to 30 September 2024.
- Board diversity
- Information on Board diversity can be found on [page](#page-51-0) 50 of this Report.
### **Directors' duties**
### **Overview**
the Directors to act in good faith and in a way that is most likely to promote the success of the Company for the
Directors must consider the long-term consequences of any decision they make. They must also consider the interests of the various stakeholders of the Company, the impact the Company has on the environment and reputation for having high standards of business conduct
Fulfilling this duty naturally supports the Company in its investment objective of achieving long-term investment returns for private investors and helps ensure that all In accordance with the requirements of the Companies Code, the information below explains how the Directors have individually and collectively discharged their duties
To ensure they are aware of, and understand their duties, Directors are provided with a detailed induction outlining their legal and regulatory duties as a Director of a UK public limited company upon appointment. They also receive regular regulatory updates and training as appropriate. A Company Secretarial report is included within the papers of each Board meeting, to remind Directors of their duties and emphasise the importance of stakeholder consideration during decision making. Directors also receive technical updates from the Company's advisers and the Manager on a regular basis.
Section 172 of the Companies Act 2006 (the "Act") requires
benefit of its shareholders.
community, and operate in a manner which maintains their
and fair treatment between shareholders.
(Miscellaneous Reporting) Regulations 2018, and the AIC under Section 172.
decisions are made in a responsible and sustainable way.
review of the Company's risk management and internal Company's Risk Register and are subject to regular review and monitoring.
of the Company Secretary and a range of other service providers and when deemed necessary, the Directors may seek independent professional advice in the furtherance of including the FCA
The Audit Committee has responsibility for the ongoing controls. To the extent that they are applicable, risks related to the matters set out in Section 172 are included within the
their duties at the Company's expense. The Company has a Schedule of Matters Reserved
for the Board which describe the Board's duties and responsibilities. Terms of Reference of the Board's Committees are in place, which outline the duties of those
The importance of stakeholder considerations in the
Committees that are delegated to them by the Board,
**Decision making**
decisions and their implications for stakeholders. Further stakeholder interests and monitoring ongoing investment
context of decision making is taken into account at every Board meeting. All discussions involve careful consideration of the longer-term consequences of any information on the role of the Board in safeguarding
**Stakeholder engagement** Following a comprehensive review by the Board, which
under review, it was agreed that as the Company is an externally managed Venture Capital Trust and does not have any employees or customers, the Company's key The Company's shareholders The Manager
regularly keeps stakeholder engagement mechanisms stakeholders are:
communities in which they operate
The portfolio of investee companies and the wider
A range of external service providers
The Directors have access to the advice and services HMRC and the Company's regulatory bodies,
including their statutory and regulatory responsibilities. The Board's Schedule of Matters Reserved and the Committees' Terms of Reference are all reviewed at least annually.
| Stakeholder group | Importance | Board engagement |
|-------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Shareholders | Continued shareholder
support is critical to
the sustainability of the
Company and delivery of
the long-term strategy of
the business. | The Board is committed to maintaining open channels of
communication with shareholders and during the year has
engaged with shareholders in various ways to understand their
views. These include: |
| | | ƒ Annual General Meeting ("AGM") – The Company encourages
attendance and participation from shareholders at the AGM and
values any feedback and questions it may receive. |
| | | ƒ The Company's forthcoming 2025 Baronsmead Shareholder
event & AGM will take place on 12 March 2025. The Board has
enhanced the event by introducing more relevant and interactive
content in the investment management presentation for the
shareholders of the Company. The AGM will be held in person
and those unable to attend will be able to watch a recording of
the session afterwards. |
| | | ƒ Further information on the 2025 Baronsmead Shareholder
Event & AGM can be found in the inside cover and in the Chair's
Statement on page 9 and within the Notice of AGM, which is
being sent to shareholders separately from this Annual Report. |
| | | ƒ Publications – The Company's Annual and Half-Yearly
Reports are made available on the Company's website
(www.baronsmeadvcts.co.uk) and sent to shareholders
when requested. These publications provide shareholders
with information regarding the Company's business model,
strategy and investment portfolio, and provide a clear picture
of the Company's financial position. This is supplemented by
the monthly publication of the NAV and quarterly factsheets
published on the Company's website. Feedback and questions
received by the Company from shareholders enables the
Company to improve its reporting, which in turn helps to deliver
transparent and understandable updates. |
| | | ƒ Shareholder communication and shareholder concerns –
The Manager communicates with shareholders periodically and
shareholders are welcome to raise any comments, issues or
concerns with the Board at any time. Shareholders are invited
to do so by writing to the Chair at the registered office. Michael
Probin as Senior Independent Director is also available to
shareholders if they have any questions or concerns. |
Details of how the Board seeks to understand the needs and priorities of these stakeholders and how these are taken into consideration during its discussions as part of its decision making are described in the table below:
| Stakeholder group | Importance | Board engagement |
|------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| The Manager | The Manager's
performance is critical
for the Company to
successfully deliver its
investment strategy
and meet its objective
to achieve long-term
investment returns for
private investors, including
tax-free dividends. | The Board invites the Manager to attend Valuation Forums,
Board and Committee meetings to update the Directors on the
performance of the portfolio and execution of the investment
strategy. The Board holds detailed discussions with the Manager
on all key strategic and operational topics on an ongoing basis. In
addition, the Chair regularly meets with the Manager to ensure a
close dialogue is maintained. In line with the Company's culture,
the Board recognises the importance of working together with the
Manager in a way that:
ƒ encourages open, honest, and collaborative discussions
at all levels, allowing time and space for original and
innovative thinking;
ƒ draws on Board members' individual experience and knowledge
to support and challenge the Manager in its monitoring of and
engagement with portfolio investee companies;
ƒ ensures that the impact on the Manager is fully considered and
understood before any business decision is made; and
ƒ ensures that any potential conflicts of interest are avoided or |
| | | managed effectively. |
| The portfolio of
investee companies | The Company invests in
growth businesses across
a range of sectors to meet
the Company's investment
objectives in accordance
with VCT legislation. | Regular engagement with the portfolio of investee companies
is undertaken by the Manager, so a transparent and objective
relationship between the Board and the Manager is vital. For
unquoted and larger AIM holdings, the Manager is an influential and
engaged shareholder (on behalf of the Company) and Manager
representatives often join the boards of these companies. |
| External service
providers | To function as a VCT listed
on the London Stock
Exchange, the Company
relies on a diverse range
of advisors for support
in meeting all relevant
obligations. | The Board maintains regular contact with its external providers and
receives reports from them at Board and Committee meetings, as
well as outside of the regular meeting cycle. Their advice, as well as
their needs and views are routinely considered. During the period,
the Management Engagement and Remuneration Committee
formally assessed the external service providers' performance,
fees and individually, their continuing appointment to ensure that
they continue to fulfil their role in support of the Company and the
Board and are appropriately remunerated to deliver the expected
level of service. The Audit Committee reviews and evaluates
the control environments in place at each service provider
as appropriate. |
| HMRC and
regulatory bodies
including the
Financial Conduct
Authority ("FCA") | The Company must comply
with HMRC VCT rules and
must comply or explain its
adherence to the AIC Code
as part of its continuing
obligations as required by
the FCA. | The Board regularly considers how it meets regulatory and
statutory obligations and follows voluntary and best-practice
guidance, including how any governance decisions it makes
impacts the Company's stakeholders, both in the short and the
longer-term. The Audit Committee obtains confirmation from its
VCT status adviser regarding compliance with HMRC's VCT rules
twice a year, and from the Manager at each board meeting. The
Company Secretary reviews the Company's ongoing compliance
with the AIC Code which informs the Company's corporate
governance disclosures in the Annual Report. In addition, the
Board receives regular reports on regulatory compliance and
any inspections or reviews that are commissioned by regulatory
bodies. The Company ensures it meets all required HMRC
obligations and payments promptly. |
**34** Annual Report and Audited Financial Statements 2024
Chair
The mechanisms for engaging with stakeholders are kept under review by the Directors and discussed at Board meetings to ensure they remain effective. Examples of the Board's principal decisions during the year and how the Board fulfilled its duties under Section 172, and the related engagement activities, are set out below.
23 December 2024
Fiona Miller Smith
Approval of fundraising Providing shareholders and potential new investors the opportunity to subscribe for shares in BVT, which in turn provides opportunities In deciding to launch a fundraising during the reporting period, the Board considered: the expectations and preferences of the Company's shareholders; the Company's cash flow forecast, short term investment rates
for Company growth and increased investor
engagement.
Principal decision Long-term impact Stakeholders and engagement
the new investment pipeline;
On behalf of the Board
and the ability to adhere to the Company's dividend policy; the effect on the NAV and the ability of the Company to be able to
the impact on future compliance with HMRC VCT legislation; the costs involved in issuing a prospectus and of fundraising; and the advantages and disadvantages of a joint prospectus across
meet HMRC's VCT investment rules and timelines;
Annual Report and Audited Financial Statements 2024
Shareholder event and AGMs with in-depth information in an interactive setting and an opportunity to meet and question the Board and the Manager. shareholders. Working with the Manager, and to further enhance the opportunity to engage with shareholders in a meaningful way, the Directors decided to build on the agenda for the Company's AGM and in 2025 will introduce additional presentations, panel discussions, portfolio company interviews and an extended Q&A session for the shareholders of the Company. Third party independent valuations Providing comfort and risk mitigation on the Manager's processes for the valuation of the portfolios unquoted assets. During 2023 and 2024, the Company engaged the services of Lincoln International and Kroll to undertake a sample of independent third party valuations as a means of managing the Board's risk in respect of the valuation of the VCT portfolio unquoted assets. The responsibility for the preparation of draft valuations lies with the Manager, and the Board is responsible for the approval of valuations. The Manager used these independent valuations in conjunction with their own valuations to provide independent assurance and risk mitigation to the Board. In July 2024, the Board assessed the use of the third party valuations and concluded that the process had provided comfort
the two Baronsmead VCTs which Gresham House manages. As a result, the Company had raised £25m in 2023/2024. The Baronsmead Providing shareholders The Board takes into account any feedback it receives from
### **Board of Directors**
## Fiona Miller Smith
finance and private equity at Goldman Sachs and Murray Johnson Private Equity, and she then had a successful entrepreneurial career prior to joining Barts Charity in 2016
All directors are considered independent.
Fiona is the CEO of Barts Charity, a health foundation with a £550 million financial investment and commercial property portfolio. Barts Charity funds transformational medical research and innovation in healthcare delivery and technology. Under Fiona's leadership, over the last five years, Barts has also allocated 25 per cent of its portfolio to private equity and venture funds, including
Chair and Nomination
Committee Chair
Appointed: 1 September 2021
### including, five years at Social Finance UK, a leading impact
in and leading growth companies. Her early career was in
Sciences Advisory Board. Fiona has an MBA from INSEAD.
Beneficial Shareholding: 16,811 ordinary shares
Senior Independent Director and Management Engagement and
Remuneration Committee Chair
Life Group for ten years before joining the management
team at Livingbridge LLP, where he gained extensive
Audit Committee Chair
Appointed: 1 November 2023
Isabel Dolan Non-Executive Director and
Isabel has over 25 years' experience working with growth companies as a corporate financier, equity investor, lender
and as a CFO. Her previous roles include working with the
Until 2013 she was Finance and Operations Partner with Albion Capital, specialising in the finance, operations and administration of venture capital trusts.
turnaround team in RBS, and as a Portfolio Director with 3i.
Trustee of Bedford School Foundation Trust.
She has been a Non-Executive Director and Chair of Audit and Risk Committee for an NHS Trust and previously served as Chair of St. Albans Community Bank. Isabel is currently a
Isabel is a Fellow of the Institute of Chartered Accountants in England and Wales and holds an MBA from London Business School.
investing and advisory firm. Fiona is a Trustee of John Lyons, the Chair of Lifting Limits and sits on the Barts Life
early stage venture and life sciences funds. Fiona brings a wealth of experience, spanning over 25 years, in investing
Beneficial Shareholding: 37,261 ordinary shares
Michael has over 30 years' experience in executive roles within the tax efficient investment industry. He worked on Business Expansion Scheme products at AXA Sun
at Livingbridge LLP in 2018, he worked extensively with the VCT industry trade and representative bodies and various stakeholders. Michael has a B.Sc. (Econ.) and M.Sc. (Econ.) (Urban and Regional Planning) from the London School of Economics and EMBA from London Business School. Beneficial Shareholding: 86,235 ordinary shares
Michael Probin Non-Executive Director,
Appointed: 14 June 2021
knowledge of the VCT industry. Before retiring from his role
Annual Report and Audited Financial Statements 2024
Allotment date
### **Directors' report**
The Directors of Baronsmead Venture Trust plc (the Company) (registered number 03504214) present their Annual Report and Audited Financial Statements of the Company
for the year ended 30 September 2024.
Admission date
52,423,803 ordinary shares.
issued Issue price 26/01/2024 02/02/2024 16,089,415 Between
During the year, the Company sold 15,000 ordinary shares from Treasury. The total amount received by the Company for these shares was £7,890. Shares will not be sold out of Treasury at a discount wider than the discount at which the shares were initially bought back by the Company.
As at 30 September 2024, the Company's issued share
capital was as follows:
Shares Total % of Shares in issue Nominal Value In issue 424,464,819 100 £42,446,481.90 Held in Treasury 37,586,162 8.85 £3,758,616.20
In circulation 386,878,657 91.15 £38,687,865.70
The total voting rights as at 30 September 2024 were 386,878,657. Since then, the Company has brought back
4,169,361 shares, resulting in the total voting rights being 382,709,296 as at the date of this report.
total of 42,843,562 (nominal value of £4,284,356.2) ordinary shares during the year ended 30 September 2024 by way of three allotments, raising approximately £25 million (before costs). Details of these allotments are as set out below:
**Shares and shareholders** Share capital Under the terms of the prospectus published by the Company on 24 November 2023, the Company issued a
No. shares
57.95p – 61.23p 15/02/2024 22/02/2024 7,702,241 Between
56.92p – 59.68p
28/03/2024 03/04/2024 19,051,906 Between 56.80p – 59.56p At the AGM held on 5 March 2024, the Company was There are no restrictions on voting rights, no securities
granted authority to purchase up to 14.99 per cent of the Company's ordinary share capital in issue at that date on carry special rights and the Company is not aware of any agreement between holders of securities that result in
which the Notice of AGM was published, amounting to During the year, the Company bought back a total restrictions on the transfer of securities or on voting rights. There are no agreements to which the Company is party
of 7,514,412 ordinary shares to be held in Treasury, representing 1.8 per cent of the issued share capital as at 30 September 2024, with an aggregate nominal value
of £751,441. The total amount paid for these shares was £4,006,241. As at 30 September 2024, the Company had
the remaining authority to buy back 48,010,050 shares under the resolution approved at the 2024 AGM. purchasing of the Company's own shares. Details of the
Shareholders Each 10p ordinary share entitles the holder to attend and vote at general meetings of the Company, to participate in
In addition to the powers provided to the Directors under UK company law and the Company's Articles of Association, at each AGM the shareholders are asked to
the profits of the Company, to receive a copy of the Annual Report and Financial Statements and to participate in a final distribution upon the winding up of the Company.
powers granted at the AGM held in 2024, all of which remain valid, can be found in the last notice of AGM. The Company is not, and has not been throughout the year,
authorise certain powers in relation to the issuing and
that may affect its control following a takeover bid.
aware of any beneficial interests exceeding 3 per cent of the total voting rights.
### Tax free dividends
The Company has paid or declared the following dividends for the year ended 30 September 2024:
| Dividends | £'000 |
|---------------------------------------------------------------------------|-------|
| Interim dividend of 1.75p per ordinary share
paid on 9 September 2024 | 6,793 |
| Final dividend of 2.0p per ordinary share to
be paid on 17 March 2025* | 7,738 |
| Total dividends paid for the year | 14,531 |
|-----------------------------------|--------|
| | |
\* Calculated on shares in circulation as at 30 September 2024.
Subject to shareholder approval at the AGM, a final dividend of 2.0p per share will be paid on 17 March 2025 to shareholders on the register at 14 February 2025. The exdividend date will be 13 February 2025.
### **Directors**
### Appointments
The rules concerning the appointment and replacement of Directors are contained in the Company's Articles of Association and the Companies Act 2006. Further details in relation to the appointed Directors and the governance arrangements of the Board can be found on [page 44](#page-45-0) and in the Corporate Governance Statement.
Directors are entitled to a payment in lieu of three-month notice by the Company for loss of office in the event of a takeover bid.
### Directors' indemnity
Directors' and officers' liability insurance cover is in place in respect of the Directors and was in place throughout the year under review. The Company's Articles of Association provide, subject to the provisions of UK legislation, an indemnity for Directors in respect of costs which they may incur relating to the defence of any proceedings brought against them arising out of their positions as Directors, in which they are acquitted or judgement is given in their favour by the Court.
Save for such indemnity provisions in the Company's Articles of Association and in the Directors' letters of appointment, there are no qualifying third party indemnity provisions in force.
### Conflicts of interest
The Directors declare all actual or potential conflict of interest to the Board, which has the authority to approve such situations. The Company Secretary maintains the Register of Directors' Conflicts of Interests which is reviewed quarterly by the Board. Directors advise the Company Secretary and the Board as soon as they become aware of any conflicts of interest and do not take part in discussions which relate to any of their conflicts.
### Financial instruments
The Company's financial instruments comprise equity and fixed interest investments, cash balances and liquid resources including debtors and creditors that arise directly from its operations such as sales and purchases awaiting settlement and accrued income. The financial risk management objectives and policies arising from its financial instruments and the exposure of the Company to risk are disclosed in note 3.3 of the accounts.
### **Responsibility for accounts**
The Directors who held office at the date of approval of this Directors' Report confirm that, so far as they are each aware, there is no relevant audit information of which the Company's Auditor is unaware and each Director has taken all the steps that they ought to have taken as a Director to make themselves aware of any relevant audit information and to establish that the Company's Auditor is aware of that information.
### **Going concern**
After making enquiries and bearing in mind the nature of the Company's business and assets, the Directors consider that the Company has adequate resources to continue in operational existence for the foreseeable future. The going concern assumption assumes that the Company will maintain its VCT status with HMRC.
The Directors acknowledge the uncertainty in the macroeconomic and equity market. The Board nevertheless considers the Company to be well placed to continue to operate for at least 12 months from the date of this report, as the Company has sufficient liquidity to pay its liabilities as and when they fall due and also to invest in new opportunities as they arise.
The Directors have considered the liquidity of the Company and its ability to meet obligations as they fall due for a period of at least 12 months from the date that these financial statements are approved. As at 30 September 2024, the Company held cash balances and investments in readily realisable securities with a value of £27 million, representing 13 per cent of the Company's NAV.
The Company has no debt, and it is expected that the Company will remain ungeared for the foreseeable future.
The Directors have assessed the Company's ability to cover its annual running costs under several liquidity scenarios in which the value of liquid assets (including AIM-traded investments and OEICs) has been subject to sensitivity analysis. The Directors noted that under none of these scenarios was the Company unable to cover its costs.
The Company's forecasts and cash flow projections, taking into account the current economic environment and other potential changes in performance, show that the Company has sufficient funds to meet both its contracted expenditure and its discretionary cash outflows in the form of the share buyback programme and dividend policy.
### **Future developments**
The outlook for the Company is set out in the Chair's Statement on [page 9](#page-10-0).
### **Listing rule disclosure**
The Company confirms that there are no items which require disclosure under Listing Rule 6.6.4R in respect of the year ended 30 September 2024.
Information required by DTR 4.1.8 is included in the Strategic Report on [pages](#page-6-0) 5 to [35](#page-36-0) and incorporated into this Directors' report by reference.
### **Streamlined energy and carbon reporting**
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 Act 2006 (Strategic Report and Directors' Report) Regulations 2013. Consequently, the Company consumed less than 40,000 kWh of energy during the year in respect of which the Directors' Report is prepared and therefore is exempt from the disclosures required under the Streamlined Energy and Carbon Reporting criteria.
Further information in relation to the Manager's integration of ESG factors in management of the Company's portfolio is set out on [pages 24](#page-25-0) to [26](#page-27-0) of the Strategic Report.
Under Listing Rule 11.4.22(R), the Company, as a closedended investment fund, is exempt from complying with the Task Force on Climate-related Financial Disclosures.
### **Annual General Meeting**
The Company intends to hold the next AGM on 12 March 2025, and all shareholders are invited to attend. The details of the business put to the meeting, as well as information on how to register will be included in the Notice of AGM and on the Baronsmead Venture Trust website. The Board is of the opinion that the passing of all resolutions being put to the AGM would be in the best interests of BVT and its shareholders. The Directors recommend that shareholders vote in favour of all resolutions as set out in the Notice of Meeting, as they intend to do in respect of their own shareholdings.
### **Post balance sheet events**
Post balance sheet events are disclosed in note 3.6 of the accounts.
By Order of the Board
### Gresham House Asset Management Ltd
Company Secretary 5 New Street Square, London EC4A 3TW
23 December 2024
### **Corporate governance**
This Corporate Governance statement forms
part of the Directors' report.
Reporting Council ("FRC") in July 2018, are applicable to the year under review and can be viewed at [www.frc.org.uk](http://www.frc.org.uk).
The related AIC Code issued by the AIC in February 2019 addresses all the principles set out in the UK Code. The FRC has confirmed that AIC member companies, such as Baronsmead Venture Trust plc, who report against the AIC Code, will be meeting their obligations in relation to
set out in the UK Code to make them relevant for
investment companies.
delivering its strategy.
**Compliance**
with the AIC Code.
[www.theaic.co.uk](http://www.theaic.co.uk) where it includes an explanation of how the AIC Code adapts the principles and provisions
the UK Code and the associated disclosure requirements
### **The principles of the AIC code**
### **Background** Under the UK Listing Rules, listed companies are required
under the Listing Rules. The AIC Code can be viewed at
The Board believes that high standards of governance help make sure that consideration of stakeholders' interests is embedded in our discussions and decision-
making, that the Board maintains a long term perspective, that the Company maintains its reputation for fairness, high quality corporate reporting and business conduct, and ultimately, good governance helps support BVT in
to disclose how they have applied the principles and complied with the provisions of the corporate governance code they follow. The provisions of the UK Corporate Governance Code ("UK Code"), as issued by the Financial
Throughout the year ended 30 September 2024, the Company complied with the principles and provisions of the AIC Code which incorporates the UK Code. The Board attaches great importance to the matters set out in the
the following pages reports on the Company's compliance
Code and strives to observe its principles. The table on
how the Company complies with each of the provisions
of the AIC Code.
The Board's Corporate Governance statement sets out
Audit, risk and internal control Remuneration.
Division of responsibilities Composition, succession and evaluation
Board leadership and purpose
The AIC Code is comprised of five sections:
| AIC
Code | Principle | Compliance Statement | |
|-------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|
| | BOARD LEADERSHIP AND PURPOSE | | |
| A. | A successful company
is led by an effective
board, whose role is to
promote the long-term
sustainable success of
the company, generating
value for shareholders
and contributing to
wider society. | Directors are fully engaged and committed to using their collective, extensive
experience to foster healthy debate and drive business strategy for the long
term sustainable success of the Company. The Board comprises Directors who
have specific expertise in Venture Capital, VCTs and shareholder engagement.
Further details of the Directors biographies can be found on page 37. All Directors
are independent and controls are in places to identify and manage conflicts of
interest where these arise.
The Company's investment objective is to achieve long-term investment returns
for private investors within a tax efficient structure and the Board ensures that all
decisions are made responsibly. The Board and the Manager are committed to
managing the business and its investment strategy in a sustainable manner and
the Board emphasises the importance of ESG in its investment decisions and risk
management. | |
| B. | The board should establish
the company's purpose,
values and strategy, and
satisfy itself that these
and its culture are aligned.
All directors must act
with integrity, lead by
example and promote the
desired culture. | The purpose of the Company is also its investment objective, which is to achieve
long-term investment returns for private investors, within a tax efficient structure.
This is achieved by investing in a diverse portfolio of primarily UK growth
businesses whether unquoted or traded on AIM.
The Board adopts an open and inclusive culture in its interaction with the
Manager, shareholders and other stakeholders, to support the delivery of its
purpose, values and strategy. Further details of what the Directors consider
important element of culture can be found on page 34. | |
| C. | The board should ensure
that the necessary
resources are in place for
the company to meet its
objectives and measure
performance against
them. The board should
also establish a framework
of prudent and effective
controls, which enable
risk to be assessed
and managed. | The Board regularly reviews the performance of the Company and the
performance and resources of the Manager and service providers, to ensure the
Company can meet its objectives.
At each quarterly meeting, the Board receives a report on the performance of its
investments benchmarked to the wider VCT sector, any industry issues, as well as
forecasts for future periods.
The Board has agreed specific KPIs with the Manager to enable both parties to
monitor performance and compliance with the agreed investment policy. The
Directors regularly review the Company's risk management framework, and seek
additional information from the Manager to supplement these reports.
The Board holds an annual strategy meeting to set strategic and performance
objectives for the year ahead.
The Board has established a framework for monitoring and evaluating the
performance of its third-party service providers. | |
| D. | In order for the company
to meet its responsibilities
to shareholders and
stakeholders, the board
should ensure effective
engagement with, and
encourage participation
from, these parties. | The Board takes its responsibility to shareholders and stakeholders into account
and considers the opinions of all such parties when making any decision.
The Directors place considerable importance on shareholder engagement and
on communications with them and all other stakeholders. Shareholders who
wish to contact the Board may do so by writing to the Chair at the Company's
Registered Office. All Directors make themselves available to meet shareholders
at the Company's Shareholder presentation and AGM.
The Directors' Statement on meeting their responsibilities under Section 172 of
the Companies Act 2006 can be found on pages 32 to 35. | |
| AIC
Code | Principle | Compliance Statement |
|------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| DIVISION OF RESPONSIBILITIES | | |
| F. | The Chair leads the board
and is responsible for its
overall effectiveness in
directing the company.
They should demonstrate
objective judgement
throughout their tenure
and promote a culture of
openness and debate.
In addition, the Chair
facilitates constructive
board relations and the
effective contribution of all
Non-Executive Directors,
and ensures that directors
receive accurate, timely
and clear information. | There is a clear division of responsibility between the Board, the Chair, the
Manager, and the Company's third-party service providers. The Board has a
policy which sets out the responsibilities of the Chair and the Senior Independent
Director which is available on the Company's website.
The Chair is responsible for leading the Board and its overall effectiveness in
directing the affairs of the Company, ensuring that all Directors receive accurate,
timely and clear information and helping to promote a culture of openness and
debate in Board meetings. The Chair takes a leading role in ensuring effective
communications with shareholders and other stakeholders. All of these areas are
considered as part of the annual Board performance review, and more information
on the outcomes of the latest review can be found on page 49.
The Board meets regularly throughout the year and prior to each Board, Valuation
and Committee meeting. Additionally Directors meet between formal meetings to
discuss matters where more time is required. |
| G. | The board should
consist of an appropriate
combination of directors
(and, in particular,
independent non
executive directors) such
that no one individual or
small group of individuals
dominates the board's
decision making. | The Board comprised three Non-Executive Directors as at 30 September
2024. Mr Michael Probin is the Senior Independent Director and serves as an
intermediary for the Company's shareholders. As at the date of this report, the
Board comprises of two female and one male Directors.
Having considered the performance and independence of each Director, the
Board has determined that they are independent in character and judgement and
that there are no other relationships or circumstances which are likely to affect
their judgement nor impair their independence.
As a result of the Board evaluation process, the Board determined that each
Director provided expert and valued contributions to Board deliberations and
no one individual, or small group of individuals has dominated Board decision
making. |
| H. | Non-Executive Directors
should have sufficient
time to meet their
board responsibilities.
They should provide
constructive challenge,
strategic guidance, offer
specialist advice and
hold third-party service
providers to account. | As part of the Board evaluation process, the contributions of each Director, and
the time commitment made by each Director are considered. Directors' other
commitments are regularly reviewed, and any new appointments are considered
by the other Directors to ensure there is no conflict of interest. It was concluded
that each Director provided appropriate levels of commitment and challenge to
the Board and provided the Company and service providers with guidance and
advice when required. |
| I. | The board, supported by
the company secretary,
should ensure that it has
the policies, processes,
information, time and
resources it needs in order
to function effectively and
efficiently. | The Directors have access to the advice and services of the Company Secretary
who is responsible to the Board for ensuring that Board procedures are in place
and followed, and that applicable rules and regulations are complied with. The
Company Secretary is also responsible for ensuring good information flows
between all parties. The Directors also have access to independent professional
advice at the Company's expense where they judge it necessary to discharge
their responsibilities properly. |
| AIC
Code | Principle | Compliance Statement | | |
|----------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|
| COMPOSITION, SUCCESSION AND EVALUATION | | | | |
| J. | Appointments to the
board should be subject
to a formal, rigorous and
transparent procedure, and
an effective succession
plan should be maintained.
Both appointments and
succession plans should
be based on merit and
objective criteria and,
within this context, should
promote diversity of
gender, social and ethnic
backgrounds, cognitive
and personal strengths. | The Board has established a Nomination Committee, which leads the
appointment process of new Directors as and when vacancies arise. The Board
has adopted a formal Diversity policy. Further details of the policy can be found on
page 49. | | |
| K. | The board and its
committees should
have a combination of
skills, experience, and
knowledge. Consideration
should be given to the
length of service of
the board as a whole
and membership
regularly refreshed. | The Directors' biographical details are set out on page 37 and demonstrate the
wide range of skills and experience that each Director brings to the Board.
The Board maintains a Tenure and Reappointment policy for all Directors to
ensure that the Board continues to have the right balance of skills and experience
aligned with the strategic plans of the Company.
The Board recognises the importance of Directors maintaining independence of
character and judgement.
Both the Nomination Committee and the Board annually review the composition
of the Board and the succession plans for each Director to ensure that the Board
has the skills and experience necessary for the management of the Company,
having regard to anticipated challenges and opportunities. | | |
| L. | Annual evaluation of the
board should consider its
composition, diversity and
how effectively members
work together to achieve
objectives. Individual
evaluation should
demonstrate whether
each director continues to
contribute effectively. | The Board evaluates its own performance and that of its Committees and the
Chair on an annual basis. For the period under review, this was carried out by way
of a questionnaire and subsequent discussions. The details of, and results of the
annual Board Evaluation process conducted during the period can be found on
page 49. | | |
| | AUDIT, RISK AND INTERNAL CONTROL | | | |
| M. | The board should establish
formal and transparent
policies and procedures to
ensure the independence
and effectiveness of
external audit functions
and satisfy itself on the
integrity of financial and
narrative statements. | The Audit Committee has put in place a Non-Audit Services policy which ensures
that any work outside the scope of the standard audit work requires prior approval
by the Audit Committee or the Board to avoid impairing the external auditor's
independence.
No non-audit services have been provided by BDO LLP during the financial
year, therefore the Committee continues to believe that BDO LLP remains
independent. Further information on the independence of the external auditor
and the work of the Audit Committee can be found on pages 46 to 48. | | |
| AIC | | |
|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Code
N. | Principle
The board should
present a fair, balanced
and understandable
assessment of the
company's position
and prospects. | Compliance Statement
The Audit Committee has reviewed the Audited Annual Report and Financial
Statements and agrees that it presents a fair, balanced, and understandable
assessment of the Company's position and prospects. |
| O. | The board should 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. | Risks faced by the business are considered, monitored and assessed on a
regular basis by the Manager and formally by the Board at each Board meeting.
For details in respect to the Company's principal risks and uncertainties and the
appropriate measures taken to mitigate each risk can be found on pages 22 to 23.
The Audit Committee receives service provider internal control reports which are
collated by the Manager. The performance of all third party service providers is
reviewed at least annually by the Management Engagement and Remuneration
Committee. Further details can be found on pages 52 to 56. |
| | REMUNERATION | |
| P. | Remuneration policies
and practices should
be designed to support
strategy and promote long
term sustainable success. | With respect to Directors' remuneration, the Company follows the
recommendation of the AIC Code that Non-Executive Directors' remuneration
should reflect the time commitment and responsibilities of the role. The
Company's policy is that remuneration of Non-Executive Directors should reflect
the experience, the responsibilities and time commitments each Director devotes
to the Company's affairs and to be in line with that of other relevant venture
capital trusts. |
| Q. | A formal and transparent
procedure for developing
policy remuneration
should be established. No
director should be involved
in deciding their own
remuneration outcome. | The Board's Management Engagement and Remuneration Committee
considers at least annually the level of the Board's fees, in accordance with the
Remuneration Policy approved by shareholders at the AGM held in 2023. Further
details on the Directors' remuneration is contained in the Directors' Remuneration
Report on pages 52 to 56. |
| R. | Directors should exercise
independent judgement
and discretion when
authorising remuneration
outcomes, taking account
of company and individual
performance, and wider
circumstances. | All Directors of the Company are independent Non-Executive Directors, and
all Directors are members of the Management Engagement and Remuneration
Committee. Any decision about remuneration is taken after considering the skill
and time commitment required, the performance of the Company and current
market conditions. |
### **The Board's Committees**
The Board has delegated certain responsibilities to its Audit, Management Engagement and Remuneration and Nomination Committees. Given the size and nature of the Board, it is felt appropriate that all Directors are members of each of the Committees. The Board has established formal Terms of Reference for each of the Committees, which are available on the Company's website at www.baronsmeadvcts.co.uk, and from the Company Secretary upon request.
Chair: Ms Isabel Dolan Membership
Review of Annual and Half-Yearly Financial Statements
### **Audit Committee report**
All Directors are members of the Audit Committee, and this includes the Chair of the Board. All Audit Committee
### The Audit Committee reviewed the Annual Financial Statements and the Half-Yearly Financial Statements judgment and on the critical accounting policies, and
### during the period, with a particular focus on areas requiring made recommendations to the Board in relation to these financial statements. A significant area of focus during these reviews was the
### members consider that, individually and collectively, they are each appropriately experienced to fulfil their role on
the Audit Committee through recent financial experience gained from senior positions in the venture capital and/or financial services sectors. The Audit Committee Chair, Ms Isabel Dolan, is a qualified Chartered Accountant (FCA). **Key responsibilities:**
**1** Reviewing the content and integrity of the Annual and
Half-Yearly Financial Statements:
management systems.
non-audit services: and
report to the Board.
during the year
**46**
following significant issues:
the external auditor:
**2** Reviewing compliance with HMRC VCT tests:
**7** Providing a forum through which the auditor may
valuation of the unquoted investments. The Manager has confirmed to the Audit Committee that all valuations
**3** Reviewing the Company's internal control and risk portfolio. The Manager also commissioned a sample of four of the more material unquoted investments for external
**4** Reviewing the remuneration and terms of appointment of independent unquoted valuation in parallel with their own,
to provide third-party assurance and risk mitigation to the
**5** Reviewing the effectiveness of the external audit process in accordance with regulatory requirements: **6** Ensuring auditor objectivity and independence is
safeguarded, particularly in the context of the provision of
Matters considered by the Audit Committee advise on its compliance with the legislative requirements
had been prepared in accordance with IPEV guidelines
and had taken account of the latest available information about the investee companies as well as current index and market data. The Audit Committee spent time discussing the Manager's valuation process, methodology and control systems
used to draft valuations of the Company's investment
process and used this information as the basis for their
Company's VCT tax advisor PWC individually to understand more information about team composition and depth. The Audit Committee intends to continue to work with the Company's advisors to maintain the policies and controls necessary for the Board to ensure full compliance with
also undertook work outside of these formal meetings. At these meetings, the Committee has addressed the The Audit Committee met with PWC to review their report
The Audit Committee met three times during the year and relating to VCTs.
As part of the formal valuations process, the Board met quarterly to assess the appropriateness of the estimates and judgements made by the Manager during the valuation
approval of valuations.
Compliance with the VCT tests The Company engages PwC as its VCT Status Adviser to
the VCT rules.
Audit Committee and the Board.
which demonstrated ongoing compliance with HMRC VCT rules. The Audit Committee Chair also met with the
Annual Report and Audited Financial Statements 2024
### Internal controls and risk management systems
The Audit Committee oversees the operation of the Company's risk management and internal control systems, with procedures designed to identify and manage, rather
than completely eliminate, risk.
The Company is exposed to a variety of risks and uncertainties. The Board, through delegation to the Audit Committee, has undertaken a review of the principal risks facing the Company, together with a review of any emerging risks that may have arisen during the year to 30 September 2024, including those that may threaten its business model, future performance, solvency or liquidity. A statement of
the principal risks and uncertainties faced by the Company can be found on [pages](#page-23-0) 22 to [23](#page-24-0). A Risk Register records the risks that the Company is
exposed to, including, market, investment, operational and regulatory risks, and the controls employed to mitigate these risks. The residual risks are rated, taking into account their potential impact, as well as the mitigating factors and, where necessary, corrective action is taken.
The Company does not have an internal audit function. All the Company's management functions are delegated to independent third parties whose controls are monitored by the Audit Committee and ultimately the Board. It is therefore felt that there is no need for an internal audit function. The need for an internal audit function is
the control systems in place to continue to deliver their
updates from the Manager to ensure that the procedures
service effectively.
Cyber security
best practice.
### Review of governance and future changes
During the year under review, the Audit Committee considered governance matters, including the monitoring
of the changes to the AIC Code. The Audit Committee has started to consider which changes to its processes and procedures will be necessary as part of the 1 January 2026 introduction of Provision 34 of the AIC Code. This will require the Board to report on the monitoring and reviewing of the Company's internal controls, including those of the Manager and third party suppliers. Directors will be required to make a declaration to
shareholders on the effectiveness of the material controls, and describe any that have not operated effectively at the end of each financial year.
Going concern and long-term viability The Audit Committee has considered the Company's longterm financial requirements and viability for the next three years, using forecasts provided by the Manager.
This assessment included the review of possible
fluctuations in investment valuations, and the impact of changes in interest rates, inflationary pressures and other
operation and meet its liabilities as they fall due both for the forthcoming year and until 2027. Related long-term viability reconsidered by the Audit Committee on an annual basis. The Audit Committee receives service provider ISA3402 controls and internal audit reports which provide a
view on the quality of the control systems operated within the Company's third-party service providers,
including the Manager. As a result of the review of these reports and the further enquires undertaken, the Audit Committee was satisfied that each service provider had
macro-economic factors, on the Company's liquidity and on financial statements disclosures. As a result of this assessment, the Audit Committee concluded that
The Manager has reviewed the cyber security procedures and controls of its service providers on behalf of the Board, and the Manager's Compliance Officer has presented
the Company had adequate resources to continue in
the Manager's cyber security procedures to the Audit Committee. The Audit Committee continues to receive
and going concern statements are included on [page](#page-31-0) 30 and [pages 39](#page-40-0) to [4](#page-41-0)0 respectively. External Auditor The Audit Committee met the Audit Partner from BDO
in place are robust and enable ongoing compliance with the applicable legislation and regulations, as well as with
independence. Since the year end, and as part of the review of the 2024 audit process, the Committee has met the BDO
Partner in the absence of the Manager to discuss progress of the audit and issues that arose during the audit. The Audit Committee Chair has also separately met with the BDO Audit Partner during the year. The Audit Committee has also discussed the outcome of
LLP ("BDO") on two occasions during the year, to discuss their report on the Company's 2023 audit and separately to agree the audit plan and fees for the 2024 audit. These discussions included examination of the Auditor's
BDO's July 2024 Financial Reporting Council ("FRC") annual
assessment of Tier 1 audit quality with the Audit Partner.
BDO is one of the six Tier 1 audit firms, and was therefore
subject to a review by the Financial Reporting Council's Audit Quality Review team.
Annual Report and Audited Financial Statements 2024
**47**
On the basis of this inspection, the FRC has identified that BDO needs to significantly improve its audit quality. In response to these findings, BDO has provided to the FRC, the process of being implemented and which is subject to
amongst other things, a Single Quality Plan (SQP) which is in
ongoing monitoring by the FRC.
The FRC have stated that they will undertake follow up reviews, maintain intensive supervision and will review
BDO's progress against the SQP during 2025.
The Audit Committee has reviewed the detailed FRC inspection report, and has discussed the FRC's findings along with BDO's action plan with the Audit Partner. BDO have confirmed to the Audit Committee that they remain
committed to maintaining the highest standards of audit quality and will continue to work closely with the FRC to address any areas of concern. These discussions have informed the setting of materiality and audit testing parameters as described in the Auditors report on [pages](#page-59-0) 58 to [64](#page-65-0).
The Audit Committee notes the confirmation of progress that BDO has provided, and will continue to monitor their
### Non-audit services
In line with the FRC's guidance, the Audit Committee maintains a non-audit services policy to help to ensure that the Auditor's independence and objectivity is not impaired. The policy is reviewed annually and outlines providing as well as those that require pre-approval from
those services that the external Auditor is prohibited from
the Audit Committee. During the period, no non-audit services have been provided by BDO. Accordingly, and taking into account the confirmation from the Auditor on the result of BDO's
that BDO remains independent.
Review of Audit Committee effectiveness and Terms of Reference
The Audit Committee has reviewed its effectiveness, both as
part of a focus on continuing improvement, and specifically
in the context of the responsibilities outlined in it's Terms of
of Reference have been reviewed and can be found on the Company's website at www.baronsmeadvcts.co.uk. Isabel Dolan progress, including through the FRC inspection in 2025.
In accordance with professional guidelines, the senior Audit Partner is rotated at least every five years. The current senior Audit Partner started working with the Company in 2021 and is therefore, set to change in 2026. A resolution to re-appoint BDO as the Company's Auditors will be proposed at the 2025 AGM.
independence reviews, the Audit Committee was satisfied
23 December 2024 An audit fee of £53,000 (exclusive of VAT) has been agreed in respect of the year ended 30 September 2024.
**48**
Annual Report and Audited Financial Statements 2024
Review of effectiveness of external audit
Through meetings with the Auditor, the Audit Committee has had the opportunity to question and challenge BDO in respect of their plans, independence and their reports on issues relating to the audit.
issued by the AIC and other sources. The Audit Committee also considers the results of the FRC's annual Audit Quality
Audit Committee Chair
Reference. Since the year end, the Audit Committee's Terms
The Audit Committee undertakes a formal review of the effectiveness of the external audit based on the guidance
Reviews as noted above.
### In order to review the effectiveness of the Board as a whole, its Committees, the individual Directors (including the independence of each Director) and the Chair, the Company undertakes a thorough annual evaluation process by way of an extensive and tailored questionnaire, meetings between Board members and the Chair and completion of self-evaluation questionnaires, confidentially
account the desired skills and experience the Committee plans to add with the next recruitment to the Board.
The Nomination Committee is also responsible for assessing
**Nomination Committee report**
Chair: Ms Fiona Miller Smith
- - Board evaluation
The Chair led the evaluation, which covered the functioning of the Board as a whole, composition and diversity of the Board, the effectiveness of the Board Committees and the independence and contribution made by each Director. Each Director also completed a self-evaluation
any key individual areas of focus with the Chair.
This thorough evaluation process enables each Director to evaluate, assess and reflect on the Board's operations, individual Director contributions and the Company's leadership with a view to identify and address any areas requiring improvement.
The results of the evaluation process indicated that the Board continued to function well and there are no significant concerns raised regarding the effectiveness of the Board, its Committees and that of individual Directors and the Chair. Accordingly, the Nomination Committee remains satisfied with the performance of the Board, its Committees and that of individual Directors and the Chair.
Succession planning, diversity and new
The Nomination Committee reviews the size and structure of the Board annually. In addition to the current recruitment, the Directors are also giving thought to future changes to the Board, beyond the appointment to replace Susannah, as succession planning remains a key area of focus for the
On 3 September 2024, the Nomination Committee reviewed
appointments process
election of Directors; and **3** Consider the orderly succession planning of the Board and the need to have a balance of skills, experience, knowledge, and diversity amongst Directors.
Board Composition and Directorate changes
Following an announcement in October 2023, Les Gabb, a Non-Executive Director and the Chair of the Audit Committee, retired at the end of December 2023. The Committee led the search for his replacement, and was pleased to recommend the appointment of Isabel Dolan as a Non-Executive Director from 1 November 2023. After Les retired on 31 December 2023, Isabel took on the role of the
**1** Lead the process for the appointments of additional Directors to the Board as and when appropriate; **2** Consider the resolutions relating to the election and re-
With these changes in mind, the Nomination Committee
Chair of the Audit Committee. In June 2024, the Company announced that Susannah Nicklin would retire from the Board from 30 June 2024, and the search for a new Board member to replace Susannah is
**Key responsibilities:**
the time commitment required for each Board appointment and making sure that the Directors have sufficient time to fulfil their duties. Following this year's review, the Committee was satisfied that all Board members were able to, and did, devote
shared between Directors and the Chair.
questionnaire reflecting on their personal contribution and commitment as a Director during the period and discussed
appropriate amount of time to the business of the Company.
and recommended to the Board the adoption of a Diversity Policy. The Diversity Policy was approved by the Board on 24 October 2024 and in accordance with this Policy, the Nomination Committee and Board will consider issues of
This year, some of the key themes that emerged from the process included developing a deeper understanding of the views of shareholders and shareholder engagement and enhancing the AGM in 2025 refreshing this year's Annual Report are a key next step on this.
currently underway and it is expected that an appointment will be made in Q1 2025.
considered the composition of the Board and concluded that, collectively, the Directors held the skills, experience and knowledge that are essential to effectively exercise its duties and responsibilities, it is, however, also taking into
Board balance and diversity when making new appointments.
Board for the year ending 30 September 2025.
Annual Report and Audited Financial Statements 2024
Accordingly, in line with Listing Rule 6 Annex 1R, the below tables in the prescribed format, show the gender and ethnic background of the Directors at the date of this Report.
| Ethnic
background | Number
of Board
members | Percentage
of the Board | Number
of senior
positions on
the Board
(CEO, CFO,
SID and
Chair)* |
|----------------------------------------------------------------------------|-------------------------------|----------------------------|--------------------------------------------------------------------------------------|
| White British
or other White
(including
minority White
groups) | 3 | 100% | 2 |
| Mixed/Multiple
Ethnic Groups | – | – | |
| Asian/Asian
British | – | – | |
| Black/African/
Caribbean/Black
British | – | – | |
| | | | |
| cognitive and personal strengths to aid effective decision
making, and looks for candidates, whose skills, knowledge | | | |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|
| and experience align with the Company's longer-term
strategic aims. The Committee considers the use of external
consultants when shortlisting candidates, if required. | | | |
| The FCA requires companies like BVT to report against the
following diversity and inclusion targets: | | | |
| a) At least 40 per cent of individuals on the Board to
be women; | | | |
| b) At least one senior Board position to be held by a
woman (such as Chair, /SID, Chief Executive Officer | | | |
| ("CEO") or Chief Financial Officer ("CFO"); and
C) At least one individual on the Board to be from a minority
ethnic background. | | | |
| | | | |
| Ethnic
background | of Board
members | Percentage
of the Board | SID and |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------|----------------------------|---------|
| White British
or other White
(including
minority White
groups) | 3 | 100% | 2 |
| Mixed/Multiple
Ethnic Groups | – | – | |
| Asian/Asian
British | – | – | |
| Black/African/
Caribbean/Black
British | – | – | |
| Other ethnic
group, including
Arab | – | – | |
| Not specified/
prefer not to say | – | – | |
| * The company is externally managed and does not have executive
management functions, specifically it does not have a CEO or CFO.
The information presented in these tables was collected on a self
reporting basis. | | | |
| The Board is pleased to have met the two | | | |
| Ethnic Groups | – | – | |
|--------------------------------------------------------------------------------------------------------------------------------------|---|---|--|
| Asian/Asian
British | – | – | |
| Black/African/
Caribbean/Black
British | – | – | |
| Other ethnic
group, including
Arab | – | – | |
| Not specified/
prefer not to say | – | – | |
| * The company is externally managed and does not have executive
management functions, specifically it does not have a CEO or CFO. | | | |
| The information presented in these tables was collected on a self
reporting basis. | | | |
| The Board is pleased to have met the two
recommendations of having at least 40 per cent female | | | |
representation on the Board and at least one senior Board position held by a woman. Diversity in all its forms, including ethnic diversity, is being taken into account as the
The Board maintains a Tenure and Reappointment Policy (the "Policy"), according to which the Board will seek to recruit a Director on average every 3-4 years which will result in an average Director tenure of seven years or less; the Policy covers the whole Board, including the Chair. The Board intends to maintain a range of experience from Directors who have served on the Board for varying periods of time. This approach aims to reserve the
cumulative experience and understanding of the Company, the commitments and the knowledge of the investment portfolio amongst Directors, while benefiting from fresh
All Directors will stand for re-election at the next AGM and accordingly, resolutions to that effect will be proposed to the shareholders for their approval in March 2025.
Company is searching for a new Board member.
Tenure and Reappointment policy
thinking and promoting diversity.
| (including
minority White
groups) | 3 | 100% | 2 |
|--------------------------------------------------------------------------------------------------------------------------------------|---|------|---|
| Mixed/Multiple
Ethnic Groups | – | – | |
| Asian/Asian
British | – | – | |
| Black/African/
Caribbean/Black
British | – | – | |
| Other ethnic
group, including
Arab | – | – | |
| Not specified/
prefer not to say | – | – | |
| * The company is externally managed and does not have executive
management functions, specifically it does not have a CEO or CFO. | | | |
| Gender identity
or sex | Number
of Board
members | Percentage
of the Board | Number
of senior
positions on
the Board
(CEO, CFO,
SID and
Chair)* |
|-------------------------------------|-------------------------------|----------------------------|--------------------------------------------------------------------------------------|
| Men | 1 | 33.3% | 1 |
| Women | 2 | 66.6% | 1 |
| Not specified/
prefer not to say | – | – | |
| | Ethnic
background | Number
of Board
members | Percentage
of the Board | (CEO, CFO,
SID and
Chair)* | | |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------|-------------------------------|----------------------------|----------------------------------|--|--|
| | White British
or other White
(including
minority White
groups) | 3 | 100% | 2 | | |
| | Mixed/Multiple
Ethnic Groups | – | – | | | |
| | Asian/Asian
British | – | – | | | |
| | Black/African/
Caribbean/Black
British | – | – | | | |
| | Other ethnic
group, including
Arab | – | – | | | |
| | Not specified/
prefer not to say | – | – | | | |
| * The company is externally managed and does not have executive
management functions, specifically it does not have a CEO or CFO.
The information presented in these tables was collected on a self
reporting basis. | | | | | | |
| | The Board is pleased to have met the two | | | | | |
**50**
### Directors' meeting attendance
The table below sets out the Directors' attendance at scheduled, quarterly meetings held during the year, as well as scheduled Committee meetings held during the year, against the number of meetings each Director was eligible to attend.
| Board of Directors | | Audit Committee | | Management
Engagement and
Remuneration
Committee | | Nomination
Committee | | |
|--------------------|----------|-----------------|----------|-----------------------------------------------------------|----------|-------------------------|----------|----------|
| | Eligible | Attended | Eligible | Attended | Eligible | Attended | Eligible | Attended |
| Fiona Miller Smith | 4 | 4 | 3 | 3 | 3 | 3 | 2 | 2 |
| Michael Probin | 4 | 4 | 3 | 3 | 3 | 3 | 2 | 2 |
| Isabel Dolan | 4 | 4 | 3 | 3 | 3 | 3 | 1 | 1 |
| Susannah Nicklin | 3 | 3 | 2 | 2 | 2 | 2 | 1 | 1 |
| Les Gabb | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 |
The Directors also held additional meetings to discuss the valuations of unquoted investments in the portfolio, the Company's fundraising offer to shareholders for subscription, the resignation of Directors and changes to the Board composition.
### Fiona Miller Smith
Nomination Committee Chair
23 December 2024
### **Directors' remuneration report**
The Board has prepared this report in accordance with the requirements of the Large and Medium Sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013.
The law requires the Company's auditor, BDO, to audit certain disclosures. Where disclosures have been audited,
An ordinary resolution to approve the Directors' Remuneration Policy and the Directors' Remuneration Report will be proposed at the forthcoming AGM on 12 March 2025.
### **Management Engagement and**
### **Annual Statement from the Chair of the Management Engagement and Remuneration Committee**
The Management Engagement and Remuneration Committee ('MERC' or 'the Committee') is chaired by Michael Probin and comprises all the Directors of the Company. As explained in the Corporate Governance Statement on [pages 41](#page-42-0) to [45](#page-46-0), given the size and nature of the Company it is felt appropriate that all Directors are members of the Committee. The Company has no executive directors and considers all the Non-Executive Directors to be independent. The Committee's key responsibilities are:
- **1** Determining and agreeing with the Board the Directors' remuneration policy and the fees for the Company's Non-Executive Directors, within the limits set in the Company's Articles of Association;
- **2** Reviewing the appropriateness of the Manager's appointment (including key executives thereof) together
The Board delegates the execution of the Company's investment strategy and the management of assets to the Manager through the Management Agreement, subject to
**52**
the Board being kept informed of all material developments
through finding, making, managing and selling investments
**Relationship with the Manager** The Board continues to work closely with the Manager concerning the performance of its duties and notes that Gresham House supports the UK Stewardship Code and complies with its guidelines regarding proxy voting
with the terms and conditions of the appointment; and
in the Company's portfolio.
the regulatory environment as necessary.
**Manager duties**
The Committee remains confident in the Manager's capabilities and its ability to continue to achieve results on behalf of the Company and by adapting to changes in
and engagement.
The MERC keeps the performance of the Manager under regular review. In accordance with the requirements of the AIC Code, the Committee reviews the performance of the Manager's obligations under the Management Agreement and considers the need for any variation to the terms of the Management Agreement on an annual basis. The Committee then makes a recommendation to the Board about the continuing appointment of the Manager. The Committee also regularly reviews the performance of each of the other service providers and any matters concerning their respective appointments.
Each year, when the MERC reviews the Directors' fees. The Committee takes into account all of the Directors' duties and responsibilities, and how the Board members discharged them. The Committee also considers whether the fees are comparable with others in the VCT industry, relative to the NAV, so that the Board can attract and retain suitably qualified candidates, in accordance with the Company's remuneration policy. In addition, the Committee also has regard to the workload that individual Directors and the Chair undertake as members of the Board, feedback from shareholders, the performance of the Company's portfolio, and the prevailing
The Directors set the Company's investment strategy as well as its policy objectives. They then monitor the performance of the Company against the strategic and policy objectives. Directors prepare for, and attend, quarterly Board meetings, and the quarterly valuation meetings, through which they rigorously review the valuations of unquoted investee companies to arrive at appropriate valuations. The Directors monitor compliance with all regulatory matters including the various VCT tests that are vital to maintain its VCT qualifying status. The Directors will assess the requirement for further fundraisings and attend various Board meetings concerning the preparation for and implementation of these fundraisings. They are also responsible for monitoring the key risks to the Company and for scrutiny of all costs. Where needed, the Directors usually lead and attend a number of other ad hoc meetings. This work is in addition to the time taken up in the
**Remuneration**
Chair: Mr Michael Probin
they are indicated as such. The auditor's opinion is included in the Independent Auditor's Report on [pages 58](#page-59-0) to [64](#page-65-0).
**Remuneration Committee Report**
**3** Reviewing (at least annually) the contractual relationship
with the Manager and scrutinising and holding the Manager to account for its performance.
Annual Report and Audited Financial Statements 2024
rate of Consumer Price Index ("CPI") at the time.
formal meetings of the Board.
In September 2023, the MERC met to review the level of Directors' fees. The Committee agreed to increase the Chair's fee to £35,000 effective from 1 October 2023. A further review was also undertaken in December 2023 where it was proposed, and subsequently approved by the Board, that all Directors' fees be increased by 6.7 per cent for CPI as at 30 September 2023, effective from 1 October 2023.
In December 2024, the MERC then met to consider the level of Directors' fees from 1 October 2024. The Committee carefully considered the required time commitments, and agreed that it was appropriate to increase Directors' base fees by 1.7 per cent, which was in line with CPI as at 30 September 2024. Historically, the fee of the Chair of the Company has been higher to reflect the additional time commitments, and in December 2024, the Committee also decided to clearly define small supplemental fees for the Chair of the Audit and Risk Committee as well as the Senior Independent Director for the additional time and responsibilities associated with those roles, in line with many VCTS of comparable size.
As a result, with effect from 1 October 2024, the Directors' remuneration changes as follows:
| | Expected fees for year ending
30 September 2025 | | | Fees for year to
30 September 2024 | | % change |
|-----------------------------|----------------------------------------------------|-----------------|---------|---------------------------------------|---------|----------------------|
| | Supplement | Base
NED fee | Total | Supplement | Total | from 2024
to 2025 |
| Non Executive Director | – | £32,200 | £32,200 | – | £31,649 | 1.7% |
| Chair | £6,000 | £32,200 | £38,200 | £5,696 | £37,345 | 2.3% |
| Senior Independent Director | £2,000 | £32,200 | £34,200 | – | £31,649 | 8.1% |
| Audit Committee Chair | £2,000 | £32,200 | £34,200 | – | £31,649 | 8.1% |
Since June 2024, the Board has consisted of three Directors while they seek to appoint a fourth Director to the Board.
In order to provide the Directors flexibility and to ensure that the Directors' remuneration is fair and comparable to that of other relevant venture capital trusts, the Directors will be seeking shareholder approval to increase the current fee cap in the Company's Articles of Association to £200,000, through a resolution to be considered at the Company's Annual General Meeting on 12 March 2025.
The Board is of the view that it is in the shareholder's best interests that the Directors' remuneration ensures that the Company can attract and retain high calibre non-executive directors with the right mix of skills and experience necessary, taking into account all of the aspects of the investment and regulatory environment in which it operates. The benefit of changing the description of the Directors fee to show a 'base' plus a 'supplement', is that the Board can distinguish between any 'cost of living' changes (expressed through the CPI) and any changes stemming from the market or regulatory environment. Furthermore, the Board will be able to make those distinctions known to shareholders and other stakeholders in future Remuneration Reports.
None of the Board members provided advice, services or was otherwise involved in deciding their own remuneration.
existing remuneration arrangements, and instead, wish to expand the scope of the remuneration reviews to make sure that the Committee considers the remuneration across the comparable universe of investment and venture capital companies. Therefore, an ordinary resolution to approve the revised Policy will be proposed at the next AGM in March 2025. If approved by shareholders, the refreshed policy will continue for the year ending 30 September 2025 and subsequent years. Regardless of whether the Company proposes any changes to the Directors' Remuneration Policy in future, an Ordinary Resolution to approve it will be put to shareholders at least once every three years.
The Board's policy is that the remuneration of Non-Executive Directors should reflect the experience of the Board as a whole, be fair and comparable to that of other relevant venture capital trusts that are similar in size and have similar investment objectives and structures. Furthermore, the level of remuneration should be sufficient to attract and retain the Directors
needed to oversee properly the Company and to reflect the specific circumstances of the Company, the duties and responsibilities of the Directors and the value and amount of time committed to the Company's affairs.
The remuneration policy, as set out in the box above, was last approved by the members at the AGM held on 1 February 2023. The Directors would like to propose a slight amendment to the policy, to reflect that the remuneration of the Directors should be fair and comparable to not only other relevant venture capital trusts, but also to investments companies, in particular those that are similar in size and have similar investment objectives and structures. The Directors do not intend for this to signal any fundamental changes to the
**Directors' remuneration policy**
**53**
Fees for any new Non-Executive Director who is appointed to the Board will be set in accordance with the Company's Remuneration Policy.
The Directors are not eligible to receive pension entitlements or bonuses, and no other benefits are provided. The Directors are not entitled to participate in any long-term incentive plan or share option schemes. Fees are paid to the Directors on a monthly basis and are in no way performance related.
The Directors do not have service contracts with the Company; however, their appointment letters do include a three-month notice period. As a result, the Company's policy on termination payments is for a payment of three months in lieu for Directors, who are not requested to work their notice period. Directors' terms and conditions for appointment are set out in letters of appointment which are available for inspection at the registered office of the Company.
No external party or person provided advice or services in respect of their consideration of Directors' remuneration.
### **Statement of implementation of the Remuneration Policy in respect of the financial year ending 30 September 2025**
The Management Engagement and Remuneration Committee intends to review Directors' fees in late 2025, when it will determine the fees effective from 1 October 2025. In the absence of unforeseen circumstances, the Committee does not expect any other changes.
### **Shareholder views on remuneration**
Shareholder views in respect of Directors' remuneration are communicated at the Company's AGM and are taken into account in formulating the Directors' remuneration policy.
Number of votes Percentage of votes cast For 6,542,419 92.09% Against 562,249 7.91% Votes withheld 504,320
### **Remuneration policy**
## Votes withheld 824,519
Number of votes
**54**
**(2023 AGM voting figures)**
| | Number of | Percentage of |
|---------|------------|---------------|
| | votes | votes cast |
| For | 11,953,443 | 88.67% |
| Against | 1,527,884 | 11.33% |
| | | |
### **Annual remuneration report**
### Scheme interests awarded during the
The Company does not operate any share incentive plans. The Directors do not receive any remuneration or any part of their fee in the form of shares in the Company, options to subscribe for shares, warrants or any other
### Company performance
The Board is responsible for the Company's investment strategy and performance, although the management of the Company's investment portfolio is delegated to the Manager through the management agreement, as referred to in the Directors' report. The graph below compares, for the ten years ended 30 September 2024, the percentage change over each period in the share price total return (assuming all dividends are reinvested) to shareholders compared to the share price total return of approximately 40 generalist VCTs (source: FE Analytics), which the Board considers to be the most appropriate benchmark for investment performance measurement purposes. An explanation of the performance of the Company is given in the Chair's Statement and Manager's Review on [pages 7](#page-8-0) to
At least annually, the Management Engagement and Remuneration Committee formally reviews the performance of the Manager and the appropriateness of its
financial year
The votes cast by proxy were as follows:
Percentage of votes cast For 11,953,443 88.67% Against 1,527,884 11.33%
**Remuneration report (2024 AGM voting figures)**
continuing appointment.
[9](#page-10-0) and [10](#page-11-0) to [13](#page-14-0).
equity-based scheme.
Annual Report and Audited Financial Statements 2024
a fundraising which was conducted between December 2023 and April 2024.
### **BVT Share Price and the VCT Generalist Share Price Total Return Performance Graph**
The below table is required to be included in accordance with The Large and Medium Sized Companies and Groups
comparable due to:
the payment of the final dividend for the prior year within the current financial year; and
\* The total figures for 2022, 2021 and 2020 include fees to past Directors.
(Accounts and Reports) (Amendment) Regulations 2008. It should be noted that the figures below are not directly
4. Michael Probin was appointed as Non-Executive Director of the Company on 14 June 2021.
detailed in the Directors' Remuneration Report disclose remuneration only.
**Directors' emoluments for the year (audited) and annual percentage change**
2022 £
The Directors who served in the year received the following emoluments in the form of fees:
2023 £
VCT Generalist All-Share Total Return Source: FE Analytics
Year to 30 September Percentage change from
2023 to 2024 % 2022 to 2023 % 2021 to 2022 % 2020 to 2021 %
2020 £
30/09/14 30/09/15 30/09/16 30/09/17 30/09/18 30/09/19 30/09/20 30/09/21 30/09/22 30/09/23 30/09/24
2021 £
Isabel Dolan1 29,012 N/A N/A N/A N/A N/A N/A N/A N/A Les Gabb2 7,912 29,662 28,250 27,400 27,200 N/A 5.0 3.1 0.7 Susannah Nicklin3 23,737 29,662 28,250 27,400 27,200 N/A 5.0 3.1 0.7 Michael Probin4 31,649 29,662 28,250 8,199 N/A 7% 5.0 N/A N/A Fiona Miller Smith5 37,345 31,815 29,275 2,283 N/A 17% 8.7 N/A N/A
5. Fiona Miller Smith was appointed as Non-Executive Director on 1 September 2021 and appointed Chair of the Company on 31 March 2022.
There are no further fees to disclose as the Company has no employees, chief executive or executive directors. The figures
Total 129,655 120,801 131,458\* 122,082\* 110,800\* 7% 1. Isabel Dolan was appointed as a Non-Executive Director on 1 November 2023 (and subsequently became the Chair of the Audit Committee on 31 December 2023.
%
2. Les Gabb retired as Non-Executive Director and Chair of the Audit Committee of the Company on 31 December 2023. 3. Susannah Nicklin retired as a Non-Executive Director and the SID of the Company on 30 June 2024. Ms Nicklin also received £191 to cover travel expenses during the year to 30 September 2024.
**Relative importance of spend on Directors' fees**
BVT Share Price Total Return
2024 £
Annual Report and Audited Financial Statements 2024
**55**
| | Year to
30 September
2024
£ | Year to
30 September
2023
£ | Percentage
change |
|-----------------------|--------------------------------------|--------------------------------------|----------------------|
| Total Directors' fees | 129,655 | 120,801 | 7.3 |
| Shares repurchased | 4,006,000 | 2,962,000 | 35.2 |
| Dividends | 15,906,000 | 15,275,000 | 4.1 |
| NAV | 212,183,000 | 194,892,000 | 8.9 |
| | Year to
30 September
2024
£ | Year to
30 September
2023
£ | Percentage
change |
|-----------------------|--------------------------------------|--------------------------------------|----------------------|
| Total Directors' fees | 129,655 | 120,801 | 7.3 |
| Shares repurchased | 4,006,000 | 2,962,000 | 35.2 |
| | 15,906,000 | 15,275,000 | 4.1 |
| | | | |
| | Year to
30 September
2024
£ | Year to
30 September
2023
£ | Percentage
change |
|-----------------------|--------------------------------------|--------------------------------------|----------------------|
| Total Directors' fees | 129,655 | 120,801 | 7.3 |
| Shares repurchased | 4,006,000 | 2,962,000 | 35.2 |
| Dividends | 15,906,000 | 15,275,000 | 4.1 |
| | | | |
| | Year to
30 September
2024
£ | Year to
30 September
2023
£ | Percentage
change |
|-----------------------|--------------------------------------|--------------------------------------|----------------------|
| Total Directors' fees | 129,655 | 120,801 | 7.3 |
| Shares repurchased | 4,006,000 | 2,962,000 | 35.2 |
| Dividends | 15,906,000 | 15,275,000 | 4.1 |
| NAV | 212,183,000 | 194,892,000 | 8.9 |
| | Year to
30 September
2024
£ | Year to
30 September
2023
£ | Percentage
change |
|-----------------------|--------------------------------------|--------------------------------------|----------------------|
| Total Directors' fees | 129,655 | 120,801 | 7.3 |
| Shares repurchased | 4,006,000 | 2,962,000 | 35.2 |
| Dividends | 15,906,000 | 15,275,000 | 4.1 |
| NAV | 212,183,000 | 194,892,000 | 8.9 |
| The Directors' fees as a percentage of NAV for the year to 30 September 2024 were 0.061 per cent and for the year to | |
|----------------------------------------------------------------------------------------------------------------------|--|
| | |
30 September 2023 were 0.062 per cent.
**Directors' interests (audited)** There is no requirement under the Company's Articles of Association or the terms of their appointment for Directors to hold shares in the Company. The interests of the Directors in the shares of the Company (including
their connected persons) as at 30 September 2024
10p shares Isabel Dolan1 37,261 N/A Les Gabb2 N/A 167,509 Susannah Nicklin3 N/A 56,804 Michael Probin 86,235 59,311 Fiona Miller Smith 16,811 8,094
were as follows:
| There have been no changes to these holdings between |
|------------------------------------------------------|
| |
There have been no changes to these holdings between 30 September 2024 and the date of this report.
Approved by the Board of Directors and signed by
Chair of the Management Engagement
Ordinary 10p shares
2023
**56** Annual Report and Audited Financial Statements 2024
23 December 2024
and Remuneration Committee
Michael Probin
30 September 2024 Ordinary 30 September
Total 140,307 291,718 1 November 2023. 2. Les Gabb retired as Non-Executive Director and Chair of the Audit
1. Isabel Dolan was appointed as a Non-Executive Director on Committee of the Company on 31 December 2023.
Company on 30 June 2024. Susannah's interest included those held by persons closely associated with her.
3. Susannah Nicklin retired as a Non-Executive Director of the
### **Statement of Directors' responsibilities**
In preparing these financial statements, the Directors
### **Statement of Directors' responsibilities in respect of the 2024 Annual Report and Financial Statements**
applicable law and regulations.
*Republic of Ireland*.
are required to:
and prudent;
them consistently;
going concern; and
other irregularities.
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with
Company law requires the Directors to prepare financial statements for each financial year. Under that law, they have elected to prepare the financial statements in accordance with UK Accounting Standards, including FRS 102 *The Financial Reporting Standard applicable in the UK and*
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 of the Company for that period.
The Directors are responsible for keeping adequate
select suitable accounting policies and then apply
The Directors are responsible for ensuring the Annual Report and the financial statements are made available on a website. Financial statements are published on the Company's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company's website is the responsibility of the Directors. The Directors' responsibility also extends to the ongoing integrity of the financial statements
Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors' Report, Directors' Remuneration Report and Corporate
**financial report**
## contained therein.
We confirm that to the best of our knowledge:
make judgements and estimates that are reasonable the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and
state whether applicable UK Accounting Standards profit or loss of the Company taken as a whole; and
have been followed, subject to any material departures disclosed and explained in the financial statements; assess the Company's ability to continue as a going the management report, which incorporates the Chair's Statement, the Strategic Report and Directors'
concern, disclosing, as applicable, matters related to report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal
use the going concern basis of accounting unless they risks and uncertainties that it faces.
Governance Statement that complies with that law and those regulations.
and enable them to ensure that its financial statements comply with the Companies Act 2006. They are responsible
either intend to liquidate the Company or to cease operations or have no realistic alternative but to do so. We consider the Annual Report and Financial Statements, taken as a whole, is fair, balanced and understandable and
error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and Chair 23 December 2024
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 assess the Company's position and performance, business model and strategy.
to enable the preparation of financial statements that are
On behalf of the Board
for such internal control as they determine is necessary
Fiona Miller Smith
free from material misstatement, whether due to fraud or
**Responsibility statement of the Directors in respect of the annual**
Annual Report and Audited Financial Statements 2024
provides the information necessary for shareholders to
### **57**
year then ended;
audit committee.
Independence
### **Independent auditor's report**
**Opinion on the financial statements**
give a true and fair view of the state of the Company's affairs as at 30 September 2024 and of its profit for the
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and have been prepared in accordance with the requirements
We have audited the financial statements of Baronsmead
the statement of cash flows and notes to the financial
In our opinion the financial statements:
of the Companies Act 2006.
### to the members of Baronsmead Venture Trust plc
applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
## **to going concern**
**Conclusions relating**
year and as at year end and reviewing the calculations therein to check that the Company was meeting its requirements to retain VCT status; Consideration of the Company's expected future compliance with VCT legislation, the absence of bank
and assessing them for reasonableness. In particular, we considered the available cash resources relative to the
debt, contingencies and commitments and any market or
Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard
reputational risks;
forecast expenditure which was assessed against the prior year for reasonableness; and Evaluating the Directors' method of assessing the going
Reviewing the forecasted cash flows that support the
concern in light of market volatility and the present uncertainties in economic recovery created by macroeconomic factors.
Directors' assessment of going concern, challenging
that the audit evidence we have obtained is sufficient and
assumptions and judgements made in the forecasts,
appropriate to provide a basis for our opinion. Our audit
opinion is consistent with the additional report to the
we were appointed by the Board of Directors on 28 May 2021 to audit the financial statements for the year ended 30 September 2021 and subsequent financial periods.
Following the recommendation of the audit committee,
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from
### The period of total uninterrupted engagement including retenders and reappointments is 4 years, covering the
in accordance with these requirements. The non-audit services prohibited by that standard were not provided to the Company.
We remain independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's and we have fulfilled our other ethical responsibilities
applied in their preparation is applicable law and United
**Basis for opinion** We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We believe
years ended 30 September 2021 to 30 September 2024. Ethical Standard as applied to listed public interest entities,
Venture Trust plc (the 'Company') for the year ended 30 September 2024 which comprise the income statement, the balance sheet, the statement of changes in equity, statements, including a summary of significant accounting policies. The financial reporting framework that has been
of the Company's ability to continue to adopt the going concern basis of accounting included: Obtaining the Venture Capital Trust ("VCT") compliance reports prepared by management's expert during the
In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of
accounting in the preparation of the financial statements is appropriate. Our evaluation of the Directors' assessment
when the financial statements are authorised for issue. In relation to the Company's reporting on how it has applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the Directors' statement in the financial statements about whether the Directors considered it appropriate to adopt
sections of this report.
the going concern basis of accounting. Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant
**58**
### **Overview**
| | | 2024 | 2023 |
|-------------------|-------------------------------------------------------------------------------------------------------------------|------|------|
| Key audit matters | Valuation of unquoted investments | 4 | 4 |
| Materiality | Company financial statements as a whole | | |
| | £3.74 m (2023: £3.39 m) based on 2% (2023: 2%) of net assets
adjusted for significant fundraising in the year. | | |
### **An overview of the scope of our audit**
Our audit was scoped by obtaining an understanding of the Company and its environment, including the Company's system of internal control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of management override of internal controls, including assessing whether there was evidence of bias by the Directors that may have represented a risk of material misstatement.
### Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
| | - | | | | | | | |
|---|----|-----|----|-----|---|----|----|---|
| ĸ | ev | 211 | ıM | ıt. | m | 21 | tΔ | r |
| | | | | | | | | |
### Valuation of unquoted investments
(Notes 2.3, 3.3 of the financial statements) We consider the valuation of unquoted investments to be the most significant audit area as there is a high level of estimation uncertainty involved in determining the unquoted
investment valuations.
There is an inherent risk of management override arising from the unquoted investment valuations being prepared by the Manager, who is remunerated based on the value of the net assets of the VCT, as shown in note 2.6.
### Key audit matter How the scope of our audit addressed the key audit matter
Our unquoted investments valuation testing was risk based where individual investments were assessed based on criteria such as fair value at year end exceeding performance materiality, fair value at year end exceeding performance materiality and untested in detail in the prior year, movement between current year and prior year fair value exceeding performance materiality, change in the valuation methodology from prior year, change in the multiples (Revenue/Earning) from prior year by 10% or more, change in the gross enterprise value from prior year by 10% or more and any change in the discount/premium from prior year.
For 100% of the unquoted portfolio we:
- Considered whether the valuation methodology was the most appropriate in the circumstances under the International Private Equity and Venture Capital Valuation ("IPEV") Guidelines. Where there was a change in valuation methodology from prior year, we assessed whether the change was appropriate
- Considered the change in market multiples and discount applied from prior year and if they were supported by the performance of the underlying investment
- Checked that the valuation was based on recent financial information and reviewed the arithmetic accuracy of the valuation
| Key audit matter | How the scope of our audit addressed the key audit matter | | |
|-------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|
| Valuation of unquoted
investments | Further, for the unquoted investments samples selected for
detailed testing we: | | |
| (continued) | ƒ Re-performed the calculation of the investment | | |
| (Notes 2.3, 3.3 of the
financial statements) | ƒ Corroborated and benchmarked key inputs and estimates to
independent information from our own research and against
metrics from the most recent investments | | |
| | ƒ Challenged the assumptions inherent to valuation of
unquoted investments and assessed the impact of the
estimation uncertainty concerning these assumptions
and the disclosure of these uncertainties in the
financial statements | | |
| | ƒ Where appropriate, we performed sensitivity analysis on the
valuation calculations where there was sufficient evidence to
suggest reasonable alternative inputs might exist | | |
| | Key observations | | |
| | Based on the procedures performed we consider the
investment valuations to be appropriate considering the level
of estimation uncertainty. | | |
### **Our application of materiality**
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows:
| Company financial statements | |
|------------------------------|--|
|------------------------------|--|
| | 2024 | 2023 | | |
|------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------|--|--|
| | £ | £ | | |
| Materiality | £3,744 ,000 | £3,390 ,000 | | |
| Basis for determining materiality | 2% of net assets adjusted for significant fundraising in the year. | | | |
| Rationale for the
benchmark applied | In setting materiality, we have had regard to the nature and disposition of the
investment portfolio. Given that the VCT's portfolio is highly weighted in level
1 and level 2 assets in the fair value hierarchy and also comprising unquoted
investments which would typically have a wider spread of reasonable alternative
possible valuations, we have applied a percentage of 2% of net assets adjusted for
significant fundraising in the year. | | | |
| Performance materiality | £2,808 ,000 | £2,540 ,000 | | |
| Basis for determining
performance materiality | 75% of materiality | | | |
| Rationale for the percentage
applied for performance
materiality | The level of performance materiality applied was set after having considered
a number of factors including the expected total value of known and likely
misstatements and the level of transactions in the year. | | | |
The directors are responsible for the other information. The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to
**Other information**
report that fact.
The Listing Rules require us to review the Directors' statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the Company's compliance with the provisions of the UK
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements, or our knowledge obtained
Other Code provisions Directors' statement on fair, balanced and understandable set out on [page 57](#page-58-0);
principal risks set out on [pages](#page-23-0) 22 to [23](#page-24-0);
[pages](#page-40-0) 39 to [40](#page-41-0) and;
We have nothing to report in this regard.
The Directors' statement with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified set out on
The Directors' explanation as to their assessment of the Company's prospects, the period this assessment covers and why the period is appropriate set out on [page](#page-31-0) 30.
Board's confirmation that it has carried out a robust assessment of the emerging and
The section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on [pages](#page-47-0) 46 to [48](#page-49-0); and
The section describing the work of the audit committee set out on [pages 46](#page-47-0) to [48](#page-49-0).
Annual Report and Audited Financial Statements 2024
**61**
during the audit.
Going concern and longer-term viability
Reporting threshold
reporting on qualitative grounds.
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £187 ,000 (2022: £120 ,000). We also agreed to report differences below this threshold that, in our view, warranted
**Corporate governance statement**
Corporate Governance Code specified for our review.
### **Other Companies Act 2006 reporting**
### 02 Directors' report - **Independent auditor's report**
**62**
Based on the responsibilities described below and our work performed during the course of the audit, we are required by the Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below.
| Strategic report and
Directors' report | In our opinion, based on the work undertaken in the course of the audit:
ƒ the information given in the Strategic report and the Directors' report for the financial
year for which the financial statements are prepared is consistent with the financial
statements; and
ƒ the Strategic report and the Directors' report have been prepared in accordance with
applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment
obtained in the course of the audit, we have not identified material misstatements in the
strategic report or the Directors' report. |
|---------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Directors' remuneration | In our opinion, the part of the Directors' remuneration report to be audited has been
properly prepared in accordance with the Companies Act 2006. |
| Matters on which
we are required to
report by exception | We have nothing to report in respect of the following matters in relation to which the
Companies Act 2006 requires us to report to you if, in our opinion:
ƒ adequate accounting records have not been kept, or returns adequate for our audit
have not been received from branches not visited by us; or
ƒ the financial statements and the part of the Directors' remuneration report to be
audited are not in agreement with the accounting records and returns; or
ƒ certain disclosures of Directors' remuneration specified by law are not made; or
ƒ we have not received all the information and explanations we require for our audit. |
### **Responsibilities of Directors**
As explained more fully in the Statement of Directors' responsibilities, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
### **Auditor's responsibilities for the audit of the financial statements**
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
### Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of noncompliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
### Non-compliance with laws and regulations
### Based on:
- Our understanding of the Company and the industry in
- Discussion with the Manager, the Administrator and those charged with governance and the Audit Committee; and
- Obtaining and understanding of the Company's policies and procedures regarding compliance with laws and regulations; and
we considered the significant laws and regulations to be the Companies Act 2006, the FCA listing and DTR rules, the principles of the UK Corporate Governance Code, industry practice represented by the Statement of Recommended Practice: Financial Statements of Investment Trust Companies and Venture Capital Trusts ("the SORP") with consequential amendments and the applicable financial reporting framework. We also considered the Company's qualification as a VCT under UK tax legislation.
Reviewing minutes of meeting of those charged with governance throughout the period for instances of non-
which it operates;
- - Our procedures in respect of the above included: Agreement of the financial statement disclosures to
Obtaining the VCT compliance reports prepared by
- - compliance with laws and regulations.
### Fraud
as a whole; and
Our risk assessment procedures included:
Obtaining an understanding of the VCT policies and procedures relating to:
Enquiry with the Manager, the Administrator and those charged with governance and the Audit Committee regarding any known or suspected instances of fraud;
- Detecting and responding to the risks of fraud; and
- Internal controls established to mitigate risks related to fraud.
areas impacted by these.
our report were performed;
misstatements due to fraud.
of control, we:
Review of minutes of meeting of those charged with governance for any known or suspected instances of fraud;
Considering performance incentive schemes and
Discussion amongst the engagement team as to how and where fraud might occur in the financial statements; and
performance targets and the related financial statement
In addressing the risk of valuation of unlisted investments, the procedures set out in the key audit matter section in
Based on our risk assessment, we considered the areas most susceptible to fraud to be the valuation of unquoted investments and management override of controls.
Our procedures in respect of the above included:
In addressing the risk of management override
– Tested journals posted in the preparation of the
– Incorporated unpredictability into our testing by
not otherwise have been selected for testing – Reviewed the significant judgements made in the
financial statements which met a defined risk criteria by agreeing to supporting documentation and evaluating whether there was evidence of bias by the Manager and the Administrator that represented a risk of material
Enquiries of the Manager, the Administrator and those charged with governance relating to the existence of any
underlying supporting documentation;
non-compliance with laws and regulations;
the Company was meeting its requirements to retain VCT status; and
Annual Report and Audited Financial Statements 2024
### We assessed the susceptibility of the financial statement to material misstatement including fraud.
management's expert during the year and as at year end and reviewing their calculations to check that
selecting a sample of immaterial expenses that would
– Performed a review of unadjusted audit differences, if any, for indications of bias or deliberate misstatement.
unlisted investment valuations and considering whether the valuation methodology is the
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members, who were deemed to have the appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council's website at: www.frc.org. uk/auditorsresponsibilities. This description forms part of our auditor's report.
### **Use of our report**
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.
### Vanessa Bradley
For and on behalf of BDO LLP, Statutory Auditor London, UK
23 December 2024
(Senior Statutory Auditor)
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
**64**
### **For the year ended 30 September 2024**
**Income statement**
| | | Year ended
30 September 2024 | | Year ended
30 September 2023 | | | |
|---------------------------------------------------------------------------------|--------------|---------------------------------|-----------------|---------------------------------|------------|------------------|------------------|
| | | Revenue | Capital | Total | Revenue | Capital | Total |
| Gains/(losses) on investments | Notes
2.3 | £'000
– | £'000
14,023 | £'000
14,023 | £'000
– | £'000
(3,428) | £'000
(3,428) |
| Income | 2.5 | 3,572 | – | 3,572 | 2,486 | – | 2,486 |
| Investment management fee
and performance fee | 2.6 | (900) | (2,699) | (3,599) | (885) | (2,657) | (3,542) |
| Other expenses | 2.6 | (701) | – | (701) | (659) | – | (659) |
| Profit/(loss) before taxation | | 1,971 | 11,324 | 13,295 | 942 | (6,085) | (5,143) |
| Taxation | 2.9 | – | – | – | – | – | – |
| Profit/(loss) for the year,
being total comprehensive
income for the year | | 1,971 | 11,324 | 13,295 | 942 | (6,085) | (5,143) |
| Return per ordinary share: | | | | | | | |
| Basic and diluted | 2.2 | 0.53p | 3.03p | 3.56p | 0.28p | (1.80p) | (1.52p) |
The revenue column of the Income statement includes all income and expenses. The capital column accounts for the realised and unrealised profit or loss on investments and the proportion of the management fee charged to capital.
The total column of this statement is the Statement of Total Comprehensive Income of the Company prepared in
Companies ("AIC SORP").
All items in the above statement derive from continuing operations.
accordance with Financial Reporting Standards ("FRS") 102. The supplementary revenue return and capital return columns are prepared in accordance with the Statement of Recommended Practice issued by the Association of Investment
There are no recognised gains and losses other than those disclosed in the Income statement.
The notes on [pages 71](#page-72-0) to [87](#page-88-0) form part of these financial statements.
**67**
### **Statement of changes in equity**
### **For the year ended 30 September 2024**
| | | Non-distributable reserves | | Distributable reserves | | | |
|-----------------------------------------------------------------------------------|-------|----------------------------------------|---------------------------|---------------------------------|------------------------------|-----------------------------|----------------|
| | Notes | Called-up
share
capital
£'000 | Share
premium
£'000 | Revaluation
reserve
£'000 | Capital
reserve*
£'000 | Revenue
reserve
£'000 | Total
£'000 |
| At 1 October 2023 | | 38,162 | – | 20,357 | 133,959 | 2,414 | 194,892 |
| Profit after taxation | | – | – | 10,496 | 828 | 1,971 | 13,295 |
| Net proceeds of share
issues, share buybacks &
sale of shares from treasury | | 4,284 | 20,036 | – | (4,414) | – | 19,906 |
| Dividends paid | 2.4 | – | – | – | (15,154) | (752) | (15,906) |
| Share premium
cancellation costs | | – | – | – | (4) | – | (4) |
| At 30 September 2024 | | 42,446 | 20,036 | 30,853 | 115,215 | 3,633 | 212,183 |
| | Notes | Called-up
share
capital
£'000 | Share
premium
£'000 | Revaluation
reserve
£'000 | Capital
reserve*
£'000 | Revenue
reserve
£'000 | Total
£'000 |
|---------------------------------------------------|-------|----------------------------------------|---------------------------|---------------------------------|------------------------------|-----------------------------|----------------|
| At 1 October 2023 | | 38,162 | – | 20,357 | 133,959 | 2,414 | 194,892 |
| Profit after taxation | | – | – | 10,496 | 828 | 1,971 | 13,295 |
| Net proceeds of share
issues, share buybacks & | | | | | | | |
| sale of shares from treasury | | 4,284 | 20,036 | – | (4,414) | – | 19,906 |
| Dividends paid | 2.4 | – | – | – | (15,154) | (752) | (15,906) |
| Share premium
cancellation costs | | – | – | – | (4) | – | (4) |
| At 30 September 2024 | | 42,446 | 20,036 | 30,853 | 115,215 | 3,633 | 212,183 |
| | | | | | | | |
\* Of the distributable reserves noted above £52,069,000 (2023: £79,384,000) is not available for dividend distribution due to HMRC VCT rules.
Net proceeds of share issues, share buybacks &
Cancellation of Share
Share premium
| | Notes | Called-up
share
capital
£'000 | Share
premium
£'000 | Revaluation
reserve
£'000 | Capital
reserve*
£'000 | Revenue
reserve
£'000 | Total
£'000 |
|---------------------------------------------------|-------|----------------------------------------|---------------------------|---------------------------------|------------------------------|-----------------------------|--------------------|
| At 1 October 2023 | | 38,162 | – | 20,357 | 133,959 | 2,414 | 194,892 |
| Profit after taxation | | – | – | 10,496 | 828 | 1,971 | 13,295 |
| Net proceeds of share
issues, share buybacks & | | | | | | | |
| sale of shares from treasury
Dividends paid | 2.4 | 4,284
– | 20,036
– | –
– | (4,414)
(15,154) | –
(752) | 19,906
(15,906) |
| Share premium
cancellation costs | | – | – | – | (4) | – | (4) |
| At 30 September 2024 | | 42,446 | 20,036 | 30,853 | 115,215 | 3,633 | 212,183 |
| | | | | | | | |
Share premium £'000
At 1 October 2022 34,205 108,435 16,912 31,786 2,487 193,825 (Loss)/profit after taxation – – 3,445 (9,530) 942 (5,143)
sale of shares from treasury 3,957 20,346 – (2,801) – 21,502 Dividends paid 2.4 – – – (14,260) (1,015) (15,275)
Non-distributable reserves Distributable reserves
Capital reserve\* £'000
Revenue reserve £'000
Total £'000
Revaluation reserve £'000
| The notes on pages 71 to 87 form part of these financial statements. | |
|----------------------------------------------------------------------|--|
| | |
**68**
**For the year ended 30 September 2023** Called-up
> share capital £'000
Notes
Premium – (128,781) – 128,781 – – cancellation costs – – – (17) – (17)
At 30 September 2023 38,162 – 20,357 133,959 2,414 194,892
Fiona Miller Smith
**As at 30 September 2024 Company Number: 03504214**
Chair
| Notes | As at
30 September
2024
£'000 | As at
30 September
2023
£'000 |
|--------------------------------------------------------|----------------------------------------|----------------------------------------|
| Fixed assets | | |
| Investments
2.3 | 212,252 | 195,159 |
| Current assets | | |
| Debtors
2.7 | 463 | 208 |
| Cash at bank and on deposit | 752 | 680 |
| | 1,215 | 888 |
| Creditors (amounts falling due within one year)
2.8 | (1,284) | (1,155) |
| Net current liabilities | (69) | (267) |
| Net assets | 212,183 | 194,892 |
| Capital and reserves | | |
| Called-up share capital
3.1 | 42,446 | 38,162 |
| Share premium
3.2 | 20,036 | – |
| Capital reserve
3.2 | 115,215 | 133,959 |
| Revaluation reserve
3.2 | 30,853 | 20,357 |
| Revenue reserve
3.2 | 3,633 | 2,414 |
| Equity shareholders' funds | 212,183 | 194,892 |
| Net asset value per share | | |
| – Basic and diluted
2.1 | 54.84p | 55.44p |
**Balance sheet**
– Basic and diluted 2.1 54.84p 55.44p The notes on [pages 71](#page-72-0) to [87](#page-88-0) form part of these financial statements. The financial statements were approved, and authorised for issue, by the Board of Directors of Baronsmead Venture Trust plc on 23 December 2024 and were signed on its behalf by:
**69**
### **Statement of cash flows**
**For the year ended 30 September 2024**
| | Year ended
30 September
2024 | Year ended
30 September
2023 |
|----------------------------------------------------------------------------------------|------------------------------------|------------------------------------|
| | £'000 | £'000 |
| Cash flows from operating activities | | |
| Investment income received | 1,963 | 1,760 |
| Deposit interest received | 38 | 86 |
| Investment management fees paid | (3,523) | (3,537) |
| Other cash payments | (626) | (661) |
| Net cash outflow from operating activities | (2,148) | (2,352) |
| Cash flows from investing activities | | |
| Purchases of investments | (34,994) | (94,084) |
| Disposals of investments | 33,246 | 55,827 |
| Net cash outflow from investing activities | (1,748) | (38,257) |
| Financing activities | | |
| Gross proceeds of share issues | 25,000 | 25,038 |
| Gross proceeds from sale of shares from treasury | 8 | 523 |
| Gross cost of share buybacks | (4,007) | (2,951) |
| Costs of share issues | (1,075) | (1,083) |
| Costs of share buybacks | (31) | (14) |
| Equity dividends paid | (15,906) | (15,275) |
| Other costs charged to capital | (21) | – |
| Net cash inflow from financing activities | 3,968 | 6,238 |
| Increase/(decrease) in cash | 72 | (34,371) |
| Reconciliation of net cash flow to movement in net cash | | |
| Increase/(decrease) in cash | 72 | (34,371) |
| Opening cash at bank and on deposit | 680 | 35,051 |
| Closing cash at bank and on deposit | 752 | 680 |
| Reconciliation of profit before taxation to net cash outflow from operating activities | | |
| Profit/(loss) before taxation | 13,295 | (5,143) |
| (Gains)/losses on investments | (14,023) | 3,428 |
| Income reinvested | (1,322) | (563) |
| Increase in debtors | (255) | (77) |
| Increase in creditors | 157 | 3 |
| Net cash outflow from operating activities | (2,148) | (2,352) |
Net cash outflow from operating activities (2,148) (2,352)
The notes on [pages 71](#page-72-0) to [87](#page-88-0) form part of these financial statements.
### **Notes to the financial statements**
**For the year ended 30 September 2024**
2. Investments, performance and shareholder returns
We have grouped notes into sections under three key categories:
3. Other required disclosures
The key accounting policies have been incorporated throughout the notes to the financial statements adjacent to the
1. Basis of preparation
disclosure to which they relate. All accounting policies are included within an outlined box.
last updated in July 2022 and on the assumption that the Company maintains VCT status with HMRC.
1.1 Basis of accounting These Financial Statements have been prepared under FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and in accordance with the Statement of Recommended Practice ("SORP") for investment trust companies and venture capital trusts issued by the Association of Investment Companies ("AIC") in November 2014 and
**1 Basis of preparation**
The application of the Company's accounting policies requires judgement, estimation and assumptions about the carrying amount of assets and liabilities. These estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. After making the necessary enquiries, including those made during the preparation of the viability statement in the Strategic Report, the Directors believe that it is reasonable to expect that the Company will continue to be able to meet
its liabilities as and when they fall due for a period of at least 12 months, therefore it is appropriate to apply the going
concern basis in preparing the financial statements.
The Directors acknowledge the current economic and geo-political environment, however the Directors consider the Company to be well placed to continue to operate for at least 12 months from the date of this report. The Company has no debt and has sufficient liquidity to meet both its contracted expenditure and its discretionary cash outflows, including to invest in new opportunities as they arise. The Directors note that the Company's third-party suppliers are not experiencing any significant operational difficulties affecting their respective services to the Company. The Directors have also assessed the Company's ability to cover its annual running costs under several liquidity scenarios in which the value of liquid assets (including AIM-traded investments and OEICs) has been subject to sensitivity analysis, taking into account the current economic environment and other, plausibly possible changes in performance. It is therefore appropriate to apply the going concern basis in preparing the financial statements.
Annual Report and Audited Financial Statements 2024
2024 number
### **2 Investments, performance and shareholder returns**
### 2.1 Net asset value per share
Net asset value per share attributable Net asset value attributable 30 September 2024 30 September 2023 30 September 2024 30 September 2023
### Number of ordinary shares 30 September 30 September
pence pence £'000 £'000 Ordinary shares (basic) 386,878,657 351,534,507 54.84 55.44 212,183 194,892
2023 number
Revenue 373,425,403 337,263,955 0.53 0.28 1,971 942 Capital 373,425,403 337,263,955 3.03 (1.80) 11,324 (6,085) Total 3.56 (1.52) 13,295 (5,143) 2.3 Investments
number number pence pence £'000 £'000
Weighted average number of ordinary shares Return per ordinary share Net profit after taxation 30 September 2024 30 September 2023 30 September 2024 30 September 2023 30 September 2024
2023
2.2 Return per share 30 September
consistent with the International Private Equity and Venture Capital guidelines ("IPEV Guidelines").
Investments are subsequently measured at fair value through profit and loss. For listed securities this is either bid price
or the last traded price, depending on the convention of the market on which the investment is traded.
ii) The Directors' consideration of whether each fair value is appropriate following detailed review and challenge.
In respect of collective investment vehicles, which consists of investments in open-ended investment companies authorised in the UK, this is the published price. In respect of unquoted investments, these are valued at fair value by the Directors using methodology which is
The judgement applied in the selection of the methodology used for determining the fair value of each unquoted investment can have a significant impact upon the valuation.
i) The Manager's determination of the appropriate application of the IPEV Guidelines to each unquoted investment;
**Judgements** The key judgements in the fair valuation process are:
The Company has fully adopted sections 11 and 12 of FRS 102. Purchases or sales of investments are recognised at the date of transaction at fair value.
### **Estimates**
The key estimate in the financial statements is the determination of the fair value of the unquoted investments. This estimate is key as it significantly impacts the valuation of the unlisted investments at the balance sheet date. The fair valuation process involves estimates using inputs that are unobservable (for which market data is unavailable). Fair value estimates are cross-checked to alternative estimation methods where possible to improve the robustness of the estimate. As the valuation outcomes may differ from the fair value estimates a price sensitivity analysis is provided in Other Price Risk Sensitivity in note 3.3 on [pages 83](#page-84-0) to [87](#page-88-0). The risk of an over or underestimation of fair values is greater
when methodologies are applied using more subjective inputs.
The Cost of recent investment approach involves holding the investment at the price set in the latest available funding round, taking into account, amongst other things, factors such as the time lapsed since the last round. However, consideration is given to the facts and circumstances as at the subsequent measurement date, including
Where Heads of Terms have been agreed or a formal offer received from a third party for an investee company, and it is
The nature of the unquoted portfolio will influence the valuation technique applied. The valuation approach recognises that, as stated in the IPEV Guidelines, the price of a recent investment, if resulting from an orderly transaction, generally represents fair value as at the transaction date and may be an appropriate starting point for estimating fair value at
the intention of the Manager to accept it, a discount of 10% is applied to the offer price.
**Assumptions**
scale and liquidity.
iii) Offer less 10 per cent.
subsequent measurement dates.
therefore presents a greater risk of over or under estimation
The determination of fair value for unquoted investments involves key assumptions dependent upon the valuation methodology used. The primary methodologies applied are:
The Multiple approach involves more subjective inputs than the Cost of recent investment and Offer approaches and
The key assumptions for the multiples basis are: the selection of companies on which to determine a basket of comparative multiples; the determination of maintainable historic or forecast earnings, revenue or gross profit; the appropriateness of the discount magnitude applied for reduced liquidity and other qualitative factors; identifying surplus cash.
changes in the market or performance of the investee company. Milestone analysis is used where appropriate to incorporate the operational progress of the investee company into the valuation. Additionally, the background to the transaction must be considered. As a result, various multiples based techniques are employed to assess the valuations particularly in those companies with established revenues. All valuations are cross-checked for reasonableness by employing relevant alternative techniques.
ii) Multiple basis.
i) Cost of recent investment
The enterprise value of the investment may be determined by applying a suitable price-earnings ratio, revenue or gross profit multiple to that company's historic, current or forecast earnings before interest, tax, depreciation and amortisation, or revenue, or gross profit (the ratio used being based on a comparable sector but the resulting value being adjusted to reflect points of difference identified by the Manager compared to the sector including, inter alia,
All investments are initially recognised and subsequently measured at fair value. Changes in fair value are recognised in
the Income statement.
Gains and losses arising from changes in the fair value of the investments are included in the Income statement for the year as a capital item. Transaction costs on acquisition are included within the initial recognition and the profit or loss on disposal is calculated net of transaction costs on disposal.
- Annual Report and Audited Financial Statements 2024 **73**
### 03 Financial Statements - **Notes to the financial statements**
The methods of fair value measurement are classified into a hierarchy based on reliability of the information used to
- determine the valuation.
- Level 1 Fair value is measured based on quoted prices in an active market.
- Level 2 Fair value is measured based on directly observable current market prices or indirectly being derived
Level 3 – Fair value is measured using a valuation technique that is not based on data from an observable market.
from market prices.
### As at 30 September 2024 £'000 As at 30 September 2023 £'000 Level 1 Investments traded on AIM 65,966 60,384 Level 2 Collective investment vehicles 95,060 87,969 Level 3
Unquoted investments 51,226 46,806 212,252 195,159 **For the year ended 30 September 2024** Level 1 Level 2 Level 3 Traded Collective investment
Sale – proceeds (7,558) (25,465) (223) (33,246) Sale – realised gains/(losses) on sales 1,440 1,461 (2,115) 786 Unrealised gains/(losses) realised during the year 4,683 (222) (1,720) 2,741 Increase/(decrease) in unrealised appreciation 3,768 8,000 (1,272) 10,496 Closing fair Value 65,966 95,060 51,226 212,252 Closing book cost 50,718 72,986 57,695 181,399 Closing unrealised appreciation/(depreciation) 15,248 22,074 (6,469) 30,853 Closing fair Value 65,966 95,060 51,226 212,252 Equity shares 65,966 – 6,440 72,406 Preference shares – – 35,085 35,085
on AIM £'000
vehicles £'000 Unquoted £'000 Total £'000 Opening book cost 48,904 73,895 52,003 174,802 Opening unrealised appreciation/(depreciation) 11,480 14,074 (5,197) 20,357 Opening fair value 60,384 87,969 46,806 195,159 Movement in the year: Transfer between levels (604) – 604 – Purchases at cost 3,853 23,317 9,146 36,316 Loan notes – – 9,701 9,701
| ort | and | Audited | Financ |
|-----|-----|---------|--------|
| ort | and | Audited | Financia |
|-----|-----|---------|----------|
| | _ | _ | |
_ | -1 | | -12 | _ | |
|--|---|---|--|-------|----|--|-----|---|--|
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
**74** Annual Report and Audited Financial Statements 2024
Collective investment vehicles – 95,060 – 95,060 Closing fair Value 65,966 95,060 51,226 212,252
### **For the year ended 30 September 2023**
| | Level 1 | Level 2 | | Level 3 | |
|----------------------------------------------------|---------------------------|---------------------------|---------------------------------|-------------------|----------------|
| | | Collective | | | |
| | Traded
on AIM
£'000 | Listed on
LSE
£'000 | investment
vehicles
£'000 | Unquoted
£'000 | Total
£'000 |
| Opening book cost | 48,212 | 2,315 | 42,931 | 49,397 | 142,855 |
| Opening unrealised appreciation/(depreciation) | 8,607 | (2,291) | 11,809 | (1,213) | 16,912 |
| Opening fair value | 56,819 | 24 | 54,740 | 48,184 | 159,767 |
| Movement in the year: | | | | | |
| Transfer between levels | (1,410) | – | – | 1,410 | – |
| Purchases at cost | 2,136 | – | 84,204 | 8,307 | 94,647 |
| Sale – proceeds | (541) | – | (53,240) | (2,046) | (55,827) |
| Sale – realised gains/(losses) on sales | 123 | (24) | – | 95 | 194 |
| Unrealised gains/(losses) realised during the year | 384 | (2,291) | – | (5,160) | (7,067) |
| Increase/(decrease) in unrealised appreciation | 2,873 | 2,291 | 2,265 | (3,984) | 3,445 |
| Closing fair Value | 60,384 | – | 87,969 | 46,806 | 195,159 |
| Closing book cost | 48,904 | – | 73,895 | 52,003 | 174,802 |
| Closing unrealised appreciation/(depreciation) | 11,480 | – | 14,074 | (5,197) | 20,357 |
| Closing fair Value | 60,384 | – | 87,969 | 46,806 | 195,159 |
| Equity shares | 60,384 | – | – | 6,834 | 67,218 |
| Preference shares | – | – | – | 29,975 | 29,975 |
| Loan notes | – | – | – | 9,997 | 9,997 |
| Collective investment vehicles | – | – | 87,969 | – | 87,969 |
| Closing fair Value | 60,384 | – | 87,969 | 46,806 | 195,159 |
following its delisting from AIM.
gains or losses were included in the fair value of the investments.
Closing fair Value 60,384 – 87,969 46,806 195,159
The gains and losses included in the above table have all been recognised in the Income statement on [page 67](#page-68-0).
In the year ending 30 September 2024, two investments held, Fulcrum Utility Services Ltd and LoopUp Group plc previously Level 1 were transferred to Level 3 following their delistings from AIM. In the year ending 30 September 2023, an investment held, Deepverge plc previously Level 1 was transferred to Level 3
Annual Report and Audited Financial Statements 2024 **75**
### 2.4 Dividends
Equity dividends payable are recognised when the shareholders' right to receive payment is established. For interim
| | Year ended
30 September 2024 | | | Year ended
30 September 2023 | | | |
|--------------------------------------------------------------------------|---------------------------------|------------------|----------------|---------------------------------|------------------|----------------|--|
| | Revenue
£'000 | Capital
£'000 | Total
£'000 | Revenue
£'000 | Capital
£'000 | Total
£'000 | |
| Amounts recognised in the year: | | | | | | | |
| For the year ended 30 September 2024 | | | | | | | |
| Interim dividend of 1.75p per ordinary
share paid on 9 September 2024 | 388 | 6,405 | 6,793 | – | – | – | |
| For the year ended 30 September 2023 | | | | | | | |
| Final dividend of 2.50p per ordinary share
paid on 8 March 2024 | 364
8,749
9,113 | | | – | – | – | |
| Interim dividend of 1.75p per ordinary
share paid on 9 September 2024 | –
–
– | | | 352 | 5,802 | 6,154 | |
| For the year ended 30 September 2022 | | | | | | | |
| Final dividend of 2.75p per ordinary share
paid on 3 March 2023 | – | – | – | 663 | 8,458 | 9,121 | |
| | 752
15,154
15,906 | | | 1,015 | 14,260 | 15,275 | |
# dividends this is when they are paid and for final dividends this is when they are approved by shareholders.
interest is accrued daily and included within the valuation of the investment. When a redemption premium is designed to protect the value of the instrument holder's investment rather than reflect a commercial rate of revenue return the
Dividends on quoted shares are recognised as income when the related investments are marked ex-dividend and where
no dividend date is quoted, when the Company's right to receive payment is established.
redemption premium should be recognised as capital. The treatment of redemption premiums is analysed to consider if they are revenue or capital in nature on a company by company basis. A redemption premium of £nil (2023: £nil) was received for the year ended 30 September 2024. Income from fixed interest securities and deposit interest is included on an effective interest rate basis.
Interest income on loan notes and dividends on preference shares are accrued on a daily basis. Provision is made against this income where recovery is doubtful. Where the terms of unquoted loan notes only require interest or a redemption premium to be paid on redemption, the interest and redemption premium is recognised as income once redemption is reasonably certain. Until such date
2.5 Income
**76** Annual Report and Audited Financial Statements 2024
compound basis). The Manager is entitled to 10 per cent of the excess. The amount of any performance fee which is paid in
Year ended 30 September 2024 Year ended 30 September 2023 Quoted securities £'000 Unquoted securities £'000 Total £'000 Quoted securities £'000 Unquoted securities £'000 Total £'000 Income from investments Dividend income 2,153 – 2,153 1,276 – 1,276 Interest income 1,038 352 1,390 741 382 1,123 3,191 352 3,543 2,017 382 2,399 Other income Deposit interest 28 87 Other interest 1 – Total income 3,572 2,486
All investments have been included at fair value through profit or loss on initial recognition, therefore all investment income
### 2.6 Investment management fee and other expenses
All expenses are recorded on an accruals basis.
900 2,699 3,599 885 2,657 3,542 The management agreement may be terminated by either party giving 12 months' notice of termination.
| The Manager, Gresham House Asset Management Ltd, receives a fee of 2 per cent per annum of the net assets of the |
|------------------------------------------------------------------------------------------------------------------|
| Company, calculated and payable on a quarterly basis. The WS Gresham House Equity Funds are also managed by |
| Gresham House. Arrangements are in place to avoid the double charging of fees. |
| |
respect of a calculation period shall be capped at 5 per cent of shareholders' funds at the end of the period. Amounts payable to the Manager at the year end are disclosed in note 2.8.
arises on investments at fair value through profit or loss.
Management fees are allocated 25 per cent income and 75 per cent capital derived in accordance with the Board's expected
Investment management fee 900 2,699 3,599 885 2,657 3,542
Year ended 30 September 2024
> Capital £'000
Total £'000 Revenue £'000
split between long term income and capital returns. Performance fees are allocated 100 per cent against capital.
Revenue £'000
Performance fee – – – – – –
exceeds the threshold of the higher of 4 per cent or base rate plus 2 per cent on shareholders' funds (calculated on a
Year ended 30 September 2023
> Capital £'000
Total £'000
The Manager is entitled to a performance fee if at the end of any calculation period, the total return on shareholders' funds
Annual Report and Audited Financial Statements 2024 **77**
### 03 Financial Statements - **Notes to the financial statements**
2.8 Creditors (amounts falling due within one year)
### **Other expenses**
| | Year ended | Year ended |
|-----------------------------------------------------|--------------|--------------|
| | 30 September | 30 September |
| | 2024 | 2023 |
| | £'000 | £'000 |
| Directors' fees | 130 | 121 |
| Secretarial and accounting fees paid to the Manager | 164 | 155 |
| Auditor's fees for statutory audit (including VAT) | 64 | 61 |
| Other | 343 | 322 |
| | 701 | 659 |
Information on directors' remuneration is given in the directors' emoluments table on [page 55](#page-56-0). During the year there was
### no remuneration due to the auditors for non-audit services (2023: £nil). 2.7 Debtors
Prepayments and accrued income 463 208
Amounts due to brokers – 11 Other creditors 145 108
Year ended 30 September
Year ended 30 September
> 2024 £'000
Year ended 30 September
Year ended 30 September
463 208
1,284 1,155
2023 £'000
| | 2024 | 2023 |
|-------------------------------------------------|-------|-------|
| | £'000 | £'000 |
| Management, secretarial and accounting fees due | 1,139 | 1,019 |
| Share premium cancellation costs | – | 17 |
### 2.9 Tax
UK corporation tax payable is provided on taxable profits at the current rate.
Provision is made for deferred taxation, without discounting, on all timing differences and is calculated using substantively enacted tax rates.
This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of the underlying timing differences can be deducted.
A reconciliation of the tax (credit)/charge to the profit before taxation is shown below:
| | Year ended
30 September 2024 | | | Year ended
30 September 2023 | | |
|---------------------------------------------------------------------|---------------------------------|------------------|----------------|---------------------------------|------------------|----------------|
| | Revenue
£'000 | Capital
£'000 | Total
£'000 | Revenue
£'000 | Capital
£'000 | Total
£'000 |
| Profit/(loss) before taxation | 1,971 | 11,324 | 13,295 | 942 | (6,085) | (5,143) |
| Corporation tax at a rate of 25.0 per cent
(2023: 22.0 per cent) | 493 | 2,831 | 3,324 | 207 | (1,338) | (1,131) |
| Effect of: | | | | | | |
| Non-taxable losses | – | (3,506) | (3,506) | – | 754 | 754 |
| Non-taxable dividend income | (538) | – | (538) | (281) | – | (281) |
| Losses carried forward | 45 | 675 | 720 | 74 | 584 | 658 |
| Tax charge/(credit) for the year | – | – | – | – | – | – |
At 30 September 2024, the Company had tax losses of £24,545,649 (2023: £21,849,853). A deferred tax asset of £6,136,412 (2023: £5,462,463) has not been recognised because the Company is not expected to generate taxable income in a future period in excess of the deductible expenses of that future period. Accordingly the Company is unlikely to be able to reduce future tax liabilities through the use of existing surplus expenses. Due to the Company's status as a VCT, and the intention to continue meeting the conditions required to obtain approval in the foreseeable future, the Company has not provided deferred tax on any capital gains and losses arising on the revaluation or disposal of investments.
### **3 Other required disclosures**
### 3.1 Called-up share capital
**Allotted, called-up and fully paid:**
| For the year ended 30 September 2024 | £'000 |
|----------------------------------------------------------------------------------------|---------|
| 381,621,257 ordinary shares of 10p each listed at 30 September 2023 | 38,162 |
| 42,843,562 ordinary shares of 10p each issued during the year | 4,284 |
| 424,464,819 ordinary shares of 10p each listed at 30 September 2024 | 42,446 |
| 30,086,750 ordinary shares of 10p each held in treasury at 30 September 2023 | (3,009) |
| 7,514,412 ordinary shares of 10p each repurchased during the year and held in treasury | (751) |
| 15,000 ordinary shares of 10p each sold from treasury during the year | 2 |
| 37,586,162 ordinary shares of 10p each held in treasury at 30 September 2024 | (3,758) |
| 386,878,657 ordinary shares of 10p each in circulation at 30 September 2024 | 38,688 |
| | |
| For the year ended 30 September 2023 | £'000 |
| 342,045,641 ordinary shares of 10p each listed at 30 September 2022 | 34,205 |
| 39,575,616 ordinary shares of 10p each issued during the year | 3,957 |
| 381,621,257 ordinary shares of 10p each listed at 30 September 2023 | 38,162 |
| 25,827,475 ordinary shares of 10p each held in treasury at 30 September 2022 | (2,583) |
| 5,196,571 ordinary shares of 10p each repurchased during the year and held in treasury | (520) |
| 937,296 ordinary shares of 10p each sold from treasury during the year | 94 |
| 30,086,750 ordinary shares of 10p each held in treasury at 30 September 2023 | (3,009) |
| 351,534,507 ordinary shares of 10p each in circulation* at 30 September 2023 | 35,153 |
\* Carrying one vote each.
The 42,843,562 (2023: 39,575,616) ordinary shares were issued at an average price of 58.352p (2023: 63.268p).
During the year, the Company bought back 7,514,412 (2023: 5,196,571) ordinary shares and sold from treasury 15,000 (2023: 937,296) shares, representing 2.1 per cent (2023: 1.3 per cent) of the ordinary shares in circulation at the beginning of the financial year.
### **Treasury shares**
When the Company reacquires its own shares, they are held as treasury shares and not cancelled where permitted under legislation.
Shareholders have authorised the Board to sell treasury shares at a discount to the prevailing NAV subject to the following conditions:
- It is in the best interests of the Company;
- Demand for the Company's shares exceeds the shares available in the market;
- A full prospectus must be produced if required; and HMRC will not consider these 'new shares' for the purposes of the purchasers' entitlement to initial income tax relief.
Distributable reserves Non-distributable reserves
Share premium £'000 Revaluation reserve\* £'000
Total £'000
Total £'000
### 3.2 Reserves
Gains and losses on realisation of investments of a capital nature are dealt with in the capital reserve. Purchases of the Company's own shares to be either held in treasury or cancelled are also funded from this reserve. When shares are reissued from treasury the original cost is allocated to the capital reserve with any gains allocated to share premium. 75 per cent of management fees are allocated to the capital reserve in accordance with the Board's expected split
> Capital reserve† £'000
Revenue reserve £'000
At 1 October 2023 133,959 2,414 136,373 – 20,357 20,357 Gross proceeds of share issues – – – 20,716 – 20,715 Purchase of shares for treasury (4,007) – (4,007) – – – Sale of shares from treasury 8 – 8 – – – Expenses of share issue and buybacks (20) – (20) (680) – (680)
Share Premium (4) – (4) – – – Cost of share issues – Advisor Fees (395) – (395) – – –
gains/losses 2,741 – 2,741 – (2,741) (2,741)
investments# 786 – 786 – – – Net increase in value of investments# – – – – 13,237 13,237 Management fee charged to capital# (2,699) – (2,699) – – – Profit after taxation# – 1,971 1,971 – – – Dividends paid in the year (15,154) (752) (15,906) – – – At 30 September 2024 115,215 3,633 118,848 20,036 30,853 50,888
between long term income and capital returns. **For the year ended 30 September 2024**
Expenses in relation to cancellation of
Reallocation of prior year unrealised
Realised gain/(loss) on disposal of
### **For the year ended 30 September 2023**
| | | Distributable reserves | | Non-distributable reserves | | | |
|-------------------------------------------|---------------------|------------------------|----------|----------------------------|-------------------------|-----------|--|
| | Capital
reserve† | Revenue
reserve | Total | Share
premium | Revaluation
reserve* | Total | |
| | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| At 1 October 2022 | 31,786 | 2,487 | 34,273 | 108,435 | 16,912 | 125,347 | |
| Gross proceeds of share issues | – | – | – | 21,081 | – | 21,081 | |
| Cancellation of Share Premium | 128,781 | – | 128,781 | (128,781) | – | (128,781) | |
| Purchase of shares for treasury | (2,962) | – | (2,962) | – | – | – | |
| Sale of shares from treasury | 523 | – | 523 | – | – | – | |
| Expenses of share issues and buybacks | (362) | – | (362) | (735) | – | (735) | |
| Share premium cancellation costs | (17) | – | (17) | – | – | – | |
| Reallocation of prior year unrealised | | | | | | | |
| losses/gains | (7,067) | – | (7,067) | – | 7,067 | 7,067 | |
| Realised gain on disposal of investments# | 194 | – | 194 | – | – | – | |
| Net decrease in value of investments# | – | – | – | – | (3,622) | (3,622) | |
| Management fee charged to capital# | (2,657) | – | (2,657) | – | – | – | |
| Taxation relief from capital expenses# | – | – | – | – | – | – | |
| Profit after taxation# | – | 942 | 942 | – | – | – | |
| Dividends paid in the year | (14,260) | (1,015) | (15,275) | – | – | – | |
| At 30 September 2023 | 133,959 | 2,414 | 136,373 | – | 20,357 | 20,357 | |
† Of the distributable reserves noted above £52,069,000 (2023: £79,384,000) is not available for dividend distribution due to HMRC VCT rules.
Distributable reserves may also include any net unrealised gains on investments whose prices are quoted in an active
# The total of these items is £13,295,000 (2023: loss £5,143,000), which agrees to the total profit for the year.
| Share premium is recognised net of issue costs. | | | | | | | |
|-------------------------------------------------|--|--|--|--|--|--|--|
| | | | | | | | |
market and deemed readily realisable in cash.
\* Changes in fair value of investments are dealt with in this reserve.
| | | Distributable reserves | | | Non-distributable reserves | |
|-------------------------------------------------------|------------------------------|-----------------------------|----------------|---------------------------|----------------------------------|----------------|
| | Capital
reserve†
£'000 | Revenue
reserve
£'000 | Total
£'000 | Share
premium
£'000 | Revaluation
reserve*
£'000 | Total
£'000 |
| At 1 October 2022 | 31,786 | 2,487 | 34,273 | 108,435 | 16,912 | 125,347 |
| Gross proceeds of share issues | – | – | – | 21,081 | – | 21,081 |
| Cancellation of Share Premium | 128,781 | – | 128,781 | (128,781) | – | (128,781) |
| Purchase of shares for treasury | (2,962) | – | (2,962) | – | – | – |
| Sale of shares from treasury | 523 | – | 523 | – | – | – |
| Expenses of share issues and buybacks | (362) | – | (362) | (735) | – | (735) |
| Share premium cancellation costs | (17) | – | (17) | – | – | – |
| Reallocation of prior year unrealised
losses/gains | (7,067) | – | (7,067) | – | 7,067 | 7,067 |
| Realised gain on disposal of investments# | 194 | – | 194 | – | – | – |
| Net decrease in value of investments# | – | – | – | – | (3,622) | (3,622) |
| Management fee charged to capital# | (2,657) | – | (2,657) | – | – | – |
| Taxation relief from capital expenses# | – | – | – | – | – | – |
| Profit after taxation# | – | 942 | 942 | – | – | – |
| Dividends paid in the year | (14,260) | (1,015) | (15,275) | – | – | – |
| The Company does not have any externally imposed capital requirements. |
|------------------------------------------------------------------------|
| Annual Report and Audited Financial Statements 2024 | |
|-----------------------------------------------------|--|
### 3.3 Financial instruments risks
The Company's financial instruments comprise equity and fixed interest investments, cash balances and liquid resources including debtors and creditors. The Company holds financial assets in accordance with its investment policy to invest in a
The Company's investing activities expose it to a range of financial risks. These key risks and the associated risk
Market risk includes price risk on investments and interest rate risk on investments and other financial assets and liabilities.
### **Price risk**
The investment portfolio is managed in accordance with the policies and procedures described in the Strategic Report of
the full Audited Annual Report and Financial Statement.
The Company aims to reduce these risks by diversifying the portfolio across business sectors and asset classes. The
Investments in companies listed on the AIM market usually involve a higher risk than investments in larger companies quoted on a recognised stock exchange. The spread between the buying and selling price of such shares may be wide
and the price used for valuation may be limited and many may not be achievable. The valuation of the portfolios and opportunities for realisation of AIM-traded investments within the portfolios may also depend on stock market conditions.
Board monitors the portfolio on a quarterly basis.
Investments in unquoted companies, by their nature, usually involve a higher degree of risk than investments in companies quoted on a recognised stock exchange. The fair valuation of these unquoted investments is influenced by the estimates, assumptions and judgements made in the fair valuation process (see 2.3 above).
**Price risk sensitivity**
**Market risk**
management policies to mitigate these risks are described below.
diverse portfolio of UK growth businesses.
The fair valuation of unquoted investments is influenced by the estimates, assumptions and judgements made in the fair valuation process (see note 2.3). A sensitivity analysis is provided below which recognises that the valuation
methodologies employed involve different levels of subjectivity in their inputs. The sensitivity analysis below applied a
wider range of input variable sensitivity to the Multiple method due to the increased subjectivity involved in the use of this
method compared to the rebased cost method, which refers to the price of a recent investment.
Annual Report and Audited Financial Statements 2024 **83**
### **As at 30 September 2024**
| Security | Valuation basis
Multiple | Key variable inputs
Estimated sustainable revenue/
EBITDA | Fair
Value
£'000s | Sensitivity
% | Impact
£'000s | Impact
pence
per
share | Impact
% of net
assets |
|-------------------------------------|-----------------------------|-----------------------------------------------------------------|-------------------------|------------------|------------------|---------------------------------|------------------------------|
| Unquoted | | Selection of comparable
companies | | | | | |
| | | Application of illiquidity discount | 50,140 | +/-20% | 10,028 | 2.6 | +/-4.7 |
| | Bid price | | 61,905 | +/-20% | 12,381 | 3.2 | +/-5.8 |
| AIM | Traded price | | 5,145 | +/-20% | 1,029 | 0.3 | +/-0.5 |
| Gresham
House
Equity
Funds | Published price | | 68,500 | +/-20% | 13,700 | 3.5 | +/-6.5 |
### **As at 30 September 2023**
| Security | Valuation basis | Key variable inputs | Fair
Value
£'000s | Sensitivity
% | Impact
£'000s | Impact
pence
per
share | Impact
% of net
assets |
|-------------------------------------|-----------------|------------------------------------------|-------------------------|------------------|------------------|---------------------------------|------------------------------|
| | Rebased cost | Latest funding round price | 3,438 | +/-10% | 344 | 0.1 | +/-0.2 |
| | Multiple | Estimated sustainable revenue/
EBITDA | | | | | |
| Unquoted | | Selection of comparable
companies | | | | | |
| | | Application of illiquidity discount | 42,397 | +/-20% | 8,479 | 2.4 | +/-4.4 |
| | Bid price | | 54,918 | +/-20% | 10,984 | 3.1 | +/-5.6 |
| AIM | Traded price | | 5,467 | +/-20% | 1,093 | 0.3 | +/-0.6 |
| Gresham
House
Equity
Funds | Published price | | 67,939 | +/-20% | 13,588 | 3.9 | +/-7.0 |
### and sale price from other stakeholders.
listed exchanges.
03 Financial Statements - **Notes to the financial statements**
Annual Report and Audited Financial Statements 2024 **85**
**Application of illiquidity discount**
### **Key variable inputs/valuation bases**
**Latest funding round price**
investment in the company).
**Estimated sustainable revenue/EBITDA**
then a forecast or budget will be deemed most appropriate.
**Selection of comparable companies or indices**
The key variable inputs applicable to each valuation basis will vary dependent on the particular circumstances of each unquoted company valuation. Where there has been a recent transaction, such as an initial investment being made into the company, or where there has been a subsequent external funding round, the key variable input will be the last funding round price. Where this is not the case, the valuation has been based on a multiple of estimated sustainable revenue/ EBITDA. An explanation of each of the key variable inputs is provided below and includes an indication of the range in value for each input, where relevant.
The latest funding round price is the key variable input in the valuation of a company when there has been a recent investment either by the Company or by another investor. This transaction provides evidence of the price an independent third party would be willing to pay for the investment. There is lower estimation uncertainty where this third party is an external investor, and higher estimation uncertainty where this is an internal investor (i.e. where the investor already has an
The selection of sustainable revenue or EBITDA will depend upon whether the company is sustainably profitable or not, and where it is not then revenues will be used in the valuation. The valuation approach may use prior year actuals, the last 12 months, or a forecast of revenue/EBITDA where deemed appropriate. The valuation approach will typically assess companies based on the prior year actuals or last 12 months of revenue or EBITDA, as this represents the most recently available trading information and therefore is viewed as the most reliable. Where the company has a history of accurate forecasting, or where there is a change in circumstance at the business which will impact revenue/EBITDA going forward,
The selection of comparable companies or indices is assessed individually for each investment at the point of investment, and at each valuation thereafter. The key criteria in selecting appropriate comparable companies or indices are the industry sector, the business model, and the respective revenue/EBITDA growth rates of the company. Typically up to 15 comparable companies or indices will be selected for each investment to derive the adopted revenue/EBITDA multiple.
The Multiples can be derived from either listed companies with similar characteristics or recent comparable transactions. The value of the unquoted element of the portfolio may therefore also indirectly be affected by price movements on the
An illiquidity discount is applied to the majority of unquoted investments, reflecting that the Company usually holds a minority stake and that the realisation of the investment may require cooperation on the timing and sale price from other stakeholders. A standard illiquidity discount of 25 per cent is applied on all unquoted investments reflecting that the Company usually holds a minority stake and that the realisation of the investment may require cooperation on the timing
earlier in the note.
### **Interest rate risk**
The Company has the following investments in fixed and floating rate financial assets:
| | As at 30 September 2024 | | As at 30 September 2023 | | | |
|----------------------------------------|-------------------------|----------|-------------------------|------------|----------|------------|
| | Weighted | | | | Weighted | |
| | | Weighted | average | | Weighted | average |
| | | average | time for | | average | time for |
| | Total | interest | which rate | Total | interest | which rate |
| | investment | rate | is fixed | investment | rate | is fixed |
| | £'000 | % | Years | £'000 | % | Years |
| Loan note securities | 9,701 | 11.80 | 4.30 | 9,997 | 10.85 | 4.58 |
| Floating rate sterling liquidity funds | 26,559 | – | – | 20,031 | – | – |
| Cash at bank and on deposit | 752 | – | – | 680 | – | – |
| | | | | | | |
| | As at 30 September 2024 | | | As at 30 September 2023 | | |
|----------------------------------------|-------------------------|----------|------------|-------------------------|----------|------------|
| | Weighted | | | | Weighted | |
| | | Weighted | average | | Weighted | average |
| | | average | time for | | average | time for |
| | Total | interest | which rate | Total | interest | which rate |
| | investment | rate | is fixed | investment | rate | is fixed |
| | £'000 | % | Years | £'000 | % | Years |
| Loan note securities | 9,701 | 11.80 | 4.30 | 9,997 | 10.85 | 4.58 |
| Floating rate sterling liquidity funds | 26,559 | – | – | 20,031 | – | – |
| Cash at bank and on deposit | 752 | – | – | 680 | – | – |
| | | | | | | |
| | As at 30 September 2024 | | | As at 30 September 2023 | | | |
|----------------------------------------|-------------------------|----------|------------|-------------------------|----------|------------|--|
| | Weighted | | | | Weighted | | |
| | | Weighted | average | | Weighted | average | |
| | | average | time for | | average | time for | |
| | Total | interest | which rate | Total | interest | which rate | |
| | investment | rate | is fixed | investment | rate | is fixed | |
| | £'000 | % | Years | £'000 | % | Years | |
| Loan note securities | 9,701 | 11.80 | 4.30 | 9,997 | 10.85 | 4.58 | |
| Floating rate sterling liquidity funds | 26,559 | – | – | 20,031 | – | – | |
| Cash at bank and on deposit | 752 | – | – | 680 | – | – | |
| | 37,012 | | | 30,708 | | | |
| | | | | | | | |
At the reporting date, the Company's financial assets exposed to credit risk amounted to the following:
Movements in interest rates would not significantly affect net assets attributable to the Company's shareholders and total profits; a movement of 1% in interest rates would cause a movement in net assets of £232,000.
| | | | Weighted | | | Weighted | |
|----------------------------------------------------------------------------------------------------------------|------------|----------|------------|------------|----------|------------|--|
| | | Weighted | average | | Weighted | average | |
| | | average | time for | | average | time for | |
| | Total | interest | which rate | Total | interest | which rate | |
| | investment | rate | is fixed | investment | rate | is fixed | |
| | £'000 | % | Years | £'000 | % | Years | |
| Loan note securities | 9,701 | 11.80 | 4.30 | 9,997 | 10.85 | 4.58 | |
| Floating rate sterling liquidity funds | 26,559 | – | – | 20,031 | – | – | |
| Cash at bank and on deposit | 752 | – | – | 680 | – | – | |
| | 37,012 | | | 30,708 | | | |
| The fixed rate loan notes are not subject to interest rate risk and would therefore not impact the net assets. | | | | | | | |
**Credit risk**
Credit risk refers to the risk that a counterparty will default on its obligation resulting in a financial loss to the Company. The Manager monitors credit risk on an ongoing basis.
Credit risk on unquoted loan stock held within unlisted investments is considered to be part of market risk as disclosed
Credit risk arising on transactions with brokers relates to transactions awaiting settlement. Risk relating to unsettled
30 September 2024 £'000 30 September 2023 £'000 Cash at bank and on deposit 752 680 Interest, dividends and other receivables 463 208 1,215 888
As at
As at
described in the Corporate Governance section of this report.
transactions is considered to be small due to the short settlement period involved and the high credit quality of the brokers used. The Board monitors the quality of service provided by the brokers used to further mitigate this risk. All the assets of the Company which are traded on a recognised exchange are held by JP Morgan Chase ("JPM"), the Company's custodian. The Board monitors the Company's risk by reviewing the custodian's internal controls reports as
The majority of cash held by the Company is held by JPM. The Board monitors the Company's risk by reviewing regularly
the internal control reports. Should the credit quality or the financial position of the bank deteriorate significantly the Manager will seek to move the cash holdings to another bank.
There were no significant concentrations of credit risk to counterparties at 30 September 2024 or 30 September 2023.
No individual investment exceeded 9.7 per cent of the net assets attributable to the Company's shareholders at 30 September 2024 (2023: 10.6 per cent).
**86** Annual Report and Audited Financial Statements 2024
### **Liquidity risk**
3.4 Related parties
3.6 Post balance sheet events
The Company's financial instruments include investments in unquoted companies which are not traded in an organised public market, all of which generally may be illiquid. AIM traded equity investments also carry a degree of liquidity risk. As a result, the Company may not be able to quickly liquidate some of its investments in these instruments at an amount close to their fair value in order to meet its liquidity requirements, or to respond to specific events such as deterioration in the
creditworthiness of any particular issuer.
The Company's liquidity risk is managed on an ongoing basis by the Manager. The Company's overall liquidity risks are monitored on a quarterly basis by the Board. The Company is a closed-end fund, assets do not need to be liquidated to meet redemptions, and sufficient liquidity is maintained to meet obligations as they fall due.
accrued expenses. At 30 September 2024, these investments were valued at £27,311,000 (2023: £20,711,000).
At the year end the Company had financial liabilities of £1,284,000 (2023: £1,155,000). All financial liabilities were due within three months and were undiscounted (2023: same). The Company maintains sufficient investments in cash and readily realisable securities to pay accounts payable and
The following events occurred between the balance sheet date and the signing of these financial statements:
on [page 30](#page-31-0), whereby members of staff and portfolio consultants of the Manager are entitled to participate in all eligible unquoted investments alongside the Company. During the year, Gresham House Asset Management Ltd received £274,000 (2023: £185,000) of advisory fees, £397,000 (2023: £369,000) of directors' fees for services provided to companies in the investment portfolio and incurred abort costs
Related party transactions include Management, Secretarial, Accounting and Performance fees payable to the Manager, Gresham House Asset Management Ltd, as disclosed in notes 2.6 and 2.8, and fees paid to the Directors along with their shareholdings as disclosed in the Directors' Remuneration Report. In addition, the Manager operates a VCT Incentive Scheme and Parallel Investment Incentive Scheme, detailed in the Management retention section of the Strategic Report
The 31 October 2024 NAV of 55.0p was announced on 8 November 2024 and the 30 November 2024 NAV of 54.4p was announced on 5 December 2024. At the date of publishing this report, the Board is unaware of any matter that will have
of £11,000 (2023: £5,000) with respect to investments attributable to BVT.
3.5 Segmental reporting The Company has one reportable segment being investing in primarily a portfolio of UK growth businesses, whether unquoted or traded on AIM.
caused the NAV per share to have changed significantly since the latest NAV. On 18 November 2024, purchased 2.1 million shares of 10.0p at a price of 52.2p per share to be held in Treasury; and on
19 December 2024, purchased 2.0 million shares of 10.0p at a price of 51.7p per share to be held in Treasury. Completed two new unquoted investments, totalling £1.5 million.
Completed four follow-on investments, into two quoted and two unquoted companies, totalling £0.9 million. Partially realised Cerillion plc in November 2024, receiving proceeds of £0.04 million and making a return of 25.7x cost. Crossword Cybersecurity plc delisted from AIM and entered in to Administration in November 2024.
Annual Report and Audited Financial Statements 2024 **87**
### **Cash and total returns to shareholders since launch**
The table below shows the cash and total returns to shareholders dependent on their subscription cost, including their income tax reclaimed on subscription.
Year subscribed Cash invested (p) Income tax reclaim (p) Net cash invested (p) Cumulative dividends paid# (p) Return on cash invested (%) Current NAV (p) Total return (%) 1998 (Apr) Ord 100.00 20.00 80.00 187.65 207.7 54.84 321.5 1999 (May) Ord 102.00 20.40 81.60 184.15 200.5 54.84 301.4 2000 (Feb) Ord 137.00 27.40 109.60 180.95 152.1 54.84 198.7 2000 (Mar) Ord 130.00 26.00 104.00 180.95 159.2 54.84 213.1 2004 (Oct) C Shares‡ 100.00 40.00 60.00 136.00 176.0 54.84 193.7 2009 (Apr) Ord 91.60 27.48 64.12 119.75 160.7 54.84 133.7 2012 (Dec) Ord 111.80 33.54 78.26 94.25 114.3 54.84 59.0 2014 (Mar) Ord 103.80 31.14 72.66 76.75 103.9 54.84 33.4 2016 (Feb) Ord 102.80 30.84 71.96 62.25 90.6 54.84 19.4 2017 (Oct) Ord 94.76 28.43 66.33 44.25 76.7 54.84 6.7 2019 (Feb) Ord 84.20 25.26 58.94 37.75 74.8 54.84 11.6 2019 (Nov) Ord 76.80 23.04 53.76 30.25 69.4 54.84 7.3 2020 (Jan) Ord 82.40 24.72 57.68 30.25 66.7 54.84 1.7 2020 (Feb) Ord 80.10 24.03 56.07 26.75 63.4 54.84 6.5 2020 (Mar) Ord 63.80 19.14 44.66 26.75 71.9 54.84 20.7 2020 (Nov) Ord 75.20 22.56 52.64 23.75 61.6 54.84 1.8 2020 (Dec) Ord 78.00 23.40 54.60 23.75 60.4 54.84 (2.3) 2021 (Jan) Ord 81.30 24.39 56.91 23.75 59.2 54.84 (3.7) 2021 (Feb) Ord 78.80 23.64 55.16 20.25 55.7 54.84 (6.1) 2021 (Mar) Ord 80.90 24.27 56.63 20.25 55.0 54.84 (8.4) 2021 (Dec) Ord 83.10 24.93 58.17 17.25 50.8 54.84 (13.6) 2022 (Jan) Ord 82.40 24.72 57.68 17.25 50.9 54.84 (11.1) 2022 (Mar) Ord 72.60 21.78 50.82 13.75 48.9 54.84 (5.2) 2023 (Jan) Ord\* 64.25 19.28 44.97 10.75 46.7 54.84 1.3 2023 (Mar) Ord\* 62.64 18.79 43.85 8.00 42.8 54.84 5.1 2023 (Apr) Ord\* 60.26 18.08 42.18 8.00 43.3 54.84 3.2 2024 (Jan) Ord\* 58.78 17.63 41.15 6.25 40.6 54.84 2.1 2024 (Feb) Ord\* 58.29 17.49 40.80 3.75 36.4 54.84 2.3
# Includes proposed final dividend of 2.0p.
2024 (Mar) Ord\* 58.01 17.40 40.61 3.75 36.5 54.84 2.6
C Share dividend calculated using conversion ratio of 0.9657 which is the rate the C shares were converted into ordinary shares. \* Cash invested is the average effective offer price. Shares were allotted pursuant to the 2023 & 2024 Offers at individual prices for each investor in accordance with the allotment formula as set out in each Offer's Securities Note.
on subscription.
Income tax reclaim (p)
Cash invested is the average effective offer price. Shares were allotted pursuant to the 2023 & 2024 Offers at individual prices for each
### Cash returned to shareholders by date of investment
The chart below shows cash returned to shareholders based on the subscription price and the income tax reclaimed
220 200 180 160 140
Cumulative dividends (p)\*
90
Cash invested (p)
investor in accordance with the allotment formula as set out in each Offer's Securities Note.
Includes proposed final dividend of 2.0p.
Average total dividend per ordinary share (p)
Ordinary share
Cumulative dividends
(p)
Dividend history per ordinary share (p)
6mths to 30/09/1998 1.00 1.00 0.50 30/09/99 3.80 4.80 3.20 30/09/00 3.60 8.40 3.36 30/09/01 3.50 11.90 3.40 30/09/02 2.50 14.40 3.20 30/09/03 11.90 26.30 4.78 30/09/04 4.90 31.20 4.80 30/09/05 10.20 41.40 5.52 30/09/06 11.00 52.40 6.16 30/09/07 8.50 60.90 6.41 30/09/08 7.00 67.90 6.47 30/09/09 5.50 73.40 6.38 30/09/10 5.50 78.90 6.31 30/09/11 7.00 85.90 6.36 30/09/12 7.50 93.40 6.44 30/09/13 9.50 102.90 6.64 30/09/14 12.50 115.40 6.99 30/09/15 6.50 121.90 6.97 30/09/16 18.50 140.40 7.59 30/09/17 6.50 146.90 7.53 30/09/18 7.50 154.40 7.53 30/09/19 6.50 160.90 7.48 30/09/20 6.50 167.40 7.44 30/09/21 6.50 173.90 7.40 30/09/22 5.75 179.65 7.33 30/09/23 4.25 183.90 7.21 30/09/2024\* 3.75 187.65 7.08
**Unclaimed Dividends**
**Dividends paid since launch**
become due for payment shall, if the Board so resolves, be forfeited and shall cease to remain owing by the Company. Your Board would like to ensure shareholders receive dividends that are owing to them and I would like to remind shareholders that
Year ended
\* Includes proposed final dividend of 2.0p.
The Company's Registrar was holding £1.5m in unclaimed dividends as at 30 September 2024. Of this amount, £0.2m has been unclaimed for over 12 years. Under the terms of the Company's Articles of Association, any dividends unclaimed for a period of 12 years after having
it is their responsibility to keep their address, and for those who receive their dividends by bank transfer, their bank account
Annual Report and Audited Financial Statements 2024 **91**
details, up to date by informing the Company's Registrar of any changes. Any shareholders who have not been able to claim their dividends are requested to contact the Company's Registrar on 01484 240 910 or by email at registra[rs@city.uk.com](mailto:mailto%20registrars%40city.uk.com?subject=).
Unquoted
Ltd
Company Sector
Ozone Financial Technology
Huddl Mobility Ltd (trading as
Lads Store Ltd (trading as
CitySwift)
Bidnamic)
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|--|---|---|
| | | |
| | - | _ | | |
|------|------------|-------|-------|--------|
| Fill | investn | ant | nor | tfalia |
| ıull | 1111462111 | ICIIL | DUI 1 | LIUIIU |
| Full investment portfolio | |
|---------------------------|--|
|---------------------------|--|
Original book cost† £'000
Patchworks Integration Ltd Technology 5,063 5,063 6,233 5,567 2.9 10.6 25.0 Airfinity Ltd Healthcare & education 3,911 3,911 4,894 4,357 2.3 8.6 20.1 Panthera Biopartners Ltd Healthcare & education 3,081 3,081 3,699 1,644 1.8 11.3 26.7 Popsa Holdings Ltd Technology 3,120 3,120 3,120 3,120 1.5 3.4 8.1 Clarilis Ltd Technology 1,679 1,679 2,514 2,514 1.2 7.0 16.7 Scurri Web Services Ltd Technology 2,033 2,033 2,499 2,411 1.2 6.1 14.7
Huma Therapeutics Ltd Healthcare & education 2,578 2,578 2,324 – 1.1 0.4 0.8 Fu3e Limited Technology 1,680 1,680 1,981 1,847 0.9 12.6 29.7 TravelLocal Ltd Consumer markets 1,879 1,879 1,878 1,879 0.9 4.7 10.9 Metrion Biosciences Ltd Healthcare & education 1,543 1,543 1,773 1,283 0.8 11.1 26.8 OnSecurity Technology Ltd Technology 1,210 1,210 1,642 – 0.8 3.9 20.0 Orri Ltd Healthcare & education 1,359 1,359 1,572 1,410 0.7 7.6 38.2 SecureCloud+ Ltd Technology 700 700 1,495 1,688 0.7 7.8 16.7 Counting Ltd Business services 1,410 1,410 1,410 936 0.7 3.7 8.8 Pointr Ltd Technology 466 466 1,116 1,001 0.5 2.4 5.2 Cognassist UK Ltd Healthcare & education 896 896 1,008 933 0.5 4.4 22.2
SciLeads Ltd Technology 942 942 942 – 0.4 3.0 16.5 Branchspace Ltd Technology 659 659 912 659 0.4 4.9 25.5 Proximity Insight Holdings Ltd Technology 1,148 1,148 860 1,148 0.4 4.1 20.4 Focal Point Positioning Ltd Technology 1,131 1,131 849 905 0.4 1.2 6.0 Revlifter Ltd Technology 1,438 1,438 834 1,899 0.4 5.7 23.0 Mable Therapy Ltd Healthcare & education 670 670 670 670 0.3 6.6 34.3 IWP Holdings Ltd Business services 1,407 1,407 352 1,339 0.2 3.5 8.5 Connect Earth Ltd Business services 447 447 336 447 0.2 2.9 14.7 Azarc.Io inc Technology 659 659 329 – 0.1 4.5 23.1 Dayrize B.V. Technology 917 917 229 757 0.1 5.9 31.3 Rockfish Group Ltd Consumer markets 875 875 226 166 0.1 5.4 11.6 Yappy Ltd Consumer markets 2,009 2,009 120 102 0.1 18.9 40.4 CISIV Ltd Technology 700 700 – 475 0.0 5.6 12.0 Custom Materials Ltd Technology 2,530 2,530 – – 0.0 12.4 27.8 Tribe Digital Holdings Ltd Technology 1,198 1,198 – 495 0.0 5.4 11.5
Accounting book cost† £'000 30 September 2024 fair value £'000
Technology 1,867 1,867 2,397 – 1.1 2.3 11.8
Technology 949 949 982 – 0.5 3.4 17.4
Technology 949 949 944 944 0.4 1.9 9.1
30 September 2023 fair value £'000
% of net assets
% of equity held by Baronsmead Venture Trust plc
% of equity held by all funds#
Equipsme (Holdings) Ltd Business services 842 842 – – 0.0 5.7 12.7
| | | Original | Accounting | 30 September
2024 | 30 September
2023 | | % of equity
held by
Baronsmead | % of
equity |
|--------------------------------------------------------|------------------------|---------------------|---------------------|----------------------|----------------------|--------------------|--------------------------------------|-----------------------|
| Company | Sector | book cost†
£'000 | book cost†
£'000 | fair value
£'000 | fair value
£'000 | % of net
assets | Venture
Trust plc | held by
all funds# |
| Unquoted (continued) | | | | | | | | |
| Knight Recruitment Group Ltd Business services | | 705 | 705 | – | – | 0.0 | 9.8 | 23.8 |
| SilkFred Ltd | Consumer markets | 790 | 790 | – | 324 | 0.0 | 2.3 | 5.1 |
| Munnypot Ltd | Technology | 460 | 460 | – | – | 0.0 | 1.2 | 2.7 |
| | | 55,900 | 55,900 | 50,140 | | 23.6 | | |
| Delisted (previously AIM) | | | | | | | | |
| LoopUp Group plc | Technology | 504 | 504 | – | 11 | 0.0 | 0.2 | 0.6 |
| MXC Capital Ltd | Business Services | 197 | 231 | – | – | 0.0 | 0.3 | 0.6 |
| Fulcrum Utility Services Ltd | Business Services | 102 | 100 | – | – | 0.0 | 0.1 | 1.0 |
| | | 803 | 835 | – | | 0.0 | | |
| Total unquoted | | 56,703 | 56,735 | 50,140 | | 23.6 | | |
| AIM | | | | | | | | |
| Cerillion plc | Technology | 881 | 881 | 20,639 | 20,657 | 9.7 | 3.9 | 8.7 |
| Netcall plc | Technology | 1,738 | 3,246 | 8,616 | 8,319 | 4.1 | 6.0 | 24.4 |
| Property Franchise Group plc Consumer markets | | 1,438 | 1,477 | 4,925 | 1,852 | 2.3 | 1.9 | 18.2 |
| IDOX plc | Technology | 614 | 614 | 3,881 | 4,073 | 1.8 | 1.4 | 6.5 |
| Bioventix plc | Healthcare & education | 253 | 669 | 3,662 | 3,662 | 1.7 | 1.8 | 11.1 |
| Diaceutics plc | Healthcare & education | 1,410 | 1,410 | 2,449 | 1,911 | 1.2 | 2.2 | 13.0 |
| IntelliAM AI plc | Technology | 2,118 | 2,118 | 1,802 | – | 0.9 | 11.8 | 23.5 |
| PCI-PAL plc | Technology | 1,297 | 1,297 | 1,670 | 1,802 | 0.8 | 4.9 | 10.9 |
| hVIVO plc | Healthcare & education | 1,180 | 1,245 | 1,660 | 1,166 | 0.8 | 0.9 | 1.9 |
| Beeks Financial Cloud
Group plc | Technology | 337 | 337 | 1,647 | 594 | 0.8 | 1.0 | 2.3 |
| Anpario plc | Healthcare & education | 304 | 768 | 1,474 | 1,144 | 0.7 | 2.2 | 6.9 |
| Vianet Group plc | Business services | 1,292 | 1,144 | 1,305 | 777 | 0.6 | 3.5 | 17.3 |
| Crossword Cybersecurity plc‡ Technology | | 3,104 | 3,104 | 1,228 | 1,723 | 0.6 | 7.5 | 15.6 |
| Begbies Traynor Group plc | Business services | 433 | 474 | 1,063 | 1,215 | 0.5 | 0.7 | 3.8 |
| Oberon Investments Group plc | Business services | 1,372 | 1,372 | 939 | 848 | 0.4 | 4.6 | 9.7 |
| Eden Research plc | Business services | 1,857 | 1,857 | 928 | 564 | 0.4 | 4.5 | 9.9 |
| Skillcast Group plc | Healthcare & education | 754 | 754 | 917 | 387 | 0.4 | 2.3 | 4.7 |
| Tan Delta Systems plc | Business services | 918 | 918 | 883 | 848 | 0.4 | 4.8 | 9.8 |
| Pulsar Group plc (formerly
Access Intelligence plc) | Business services | 586 | 586 | 849 | 834 | 0.4 | 1.1 | 7.3 |
| Inspired plc | Business services | 574 | 1,542 | 821 | 1,296 | 0.4 | 1.7 | 28.5 |
| SysGroup plc | Technology | 1,292 | 1,310 | 684 | 621 | 0.3 | 2.5 | 26.3 |
| Earnz plc | Business services | 702 | 702 | 674 | – | 0.3 | 9.2 | 24.5 |
| Merit Group plc | Technology | 2,022 | 2,546 | 622 | 487 | 0.3 | 4.1 | 10.2 |
| Diales plc (formerly Driver
Group plc) | Business services | 1,126 | 1,306 | 546 | 546 | 0.3 | 4.1 | 20.1 |
| Everyman Media Group plc | Consumer markets | 782 | 825 | 528 | 472 | 0.3 | 1.0 | 9.6 |
| One Media iP Group plc | Technology | 825 | 778 | 431 | 593 | 0.2 | 4.8 | 10.8 |
| SEEEN plc | Technology | 2,019 | 2,019 | 332 | 730 | 0.2 | 11.0 | 23.1 |
| Scholium Group plc | Consumer markets | 900 | 626 | 288 | 288 | 0.1 | 6.6 | 14.7 |
| TPXimpact Holdings plc | Technology | 585 | 585 | 261 | 308 | 0.1 | 0.9 | 1.8 |
| Company | Sector | Original
book cost†
£'000 | Accounting
book cost†
£'000 | 30 September
2024
fair value
£'000 | 30 September
2023
fair value
£'000 | % of net
assets | % of equity
held by
Baronsmead
Venture
Trust plc | % of
equity
held by
all funds# |
|--------------------------------------------|------------------------|---------------------------------|-----------------------------------|---------------------------------------------|---------------------------------------------|--------------------|--------------------------------------------------------------|-----------------------------------------|
| AIM (continued) | | | | | | | | |
| Crimson Tide plc | Technology | 592 | 592 | 247 | 355 | 0.1 | 3.0 | 6.4 |
| IXICO plc | Healthcare & education | 675 | 675 | 217 | 434 | 0.1 | 5.0 | 11.1 |
| Staffline Group plc | Business services | 174 | 4,614 | 202 | 179 | 0.1 | 0.5 | 1.2 |
| Poolbeg Pharma plc | Healthcare & education | 44 | 44 | 188 | 138 | 0.1 | 0.4 | 0.9 |
| KRM22 plc | Technology | 450 | 450 | 144 | 158 | 0.1 | 1.3 | 2.8 |
| Science In Sport plc | Consumer markets | 288 | 263 | 116 | 58 | 0.1 | 0.2 | 0.5 |
| Rosslyn Data Technologies plc Technology | | 1,151 | 1,151 | 53 | 96 | 0.0 | 2.7 | 6.0 |
| Totally plc | Healthcare & education | 70 | 170 | 36 | 28 | 0.0 | 0.2 | 0.5 |
| Zoo Digital Group plc | Technology | 788 | 442 | 35 | 40 | 0.0 | 0.1 | 0.2 |
| Tasty plc | Consumer markets | 1,188 | 2,832 | 31 | 35 | 0.0 | 1.4 | 10.2 |
| Fusion Antibodies plc | Healthcare & education | 540 | 540 | 27 | 36 | 0.0 | 0.7 | 1.5 |
| I-nexus Global plc | Technology | 563 | 562 | 21 | 28 | 0.0 | 2.4 | 5.4 |
| Aptamer Group plc | Healthcare & education | 2,206 | 2,206 | 4 | 25 | 0.0 | 0.1 | 0.2 |
| RUA Life Sciences plc | Healthcare & education | 509 | 289 | 4 | 4 | 0.0 | 0.0 | 0.0 |
| CloudCoco Group plc | Technology | 438 | 338 | 3 | 25 | 0.0 | 0.4 | 0.8 |
| Total AIM | | 42,389 | 51,678 | 67,052 | | 31.6 | | |
| Collective investment vehicle | | | | | | | | |
| WS Gresham House UK Micro Cap Fund | | 7,217 | 12,617 | 30,960 | 28,186 | 14.6 | | |
| WS Gresham House UK Smaller Companies Fund | | 22,021 | 22,021 | 24,072 | 23,791 | 11.3 | | |
| WS Gresham House UK Multi Cap Income Fund | | 11,789 | 11,789 | 13,469 | 15,961 | 6.3 | | |
| BlackRock Sterling Liquidity Fund | | 8,853 | 8,853 | 8,853 | 6,677 | 4.2 | | |
| Goldman Sachs Sterling Liquidity Fund | | 8,853 | 8,853 | 8,853 | 6,677 | 4.2 | | |
| JPMorgan Sterling Liquidity Fund | | 8,853 | 8,853 | 8,853 | 6,677 | 4.2 | | |
| Total collective investment vehicle | | 67,586 | 72,986 | 95,060 | | 44.8 | | |
| Total investments | | 166,678 | 181,399 | 212,252 | | 100.0 | | |
| Net current assets | | | | (69) | | 0.0 | | |
| Net assets | | | | 212,183 | | 100 | | |
The original book cost column provides the combined cost of investments made by BVCT & BVCT2 prior to the merger of the two VCTs to become BVT. This is included for information purposes for shareholders reviewing the portfolio.
The accounting cost column ties into the investment note on [page 74](#page-75-0) of these accounts. For investments owned before the assets of BVCT were acquired by BVCT2 the accounting book cost is the sum of the original cost of the investment held in BVCT2 and the market value of the investment in BVCT at the date of the merger.
# All funds managed by Gresham House Asset Management Ltd.
Includes unquoted convertible loan note; Cost £960,000, Fair Value £1,086,000. Since the year end, the Company has delisted from AIM and entered in to Administration.
**94**
### **Glossary**
| AIM | The Alternative Investment Market, a sub-market of the London Stock
Exchange, designed to help smaller companies access capital from | | | |
|-----------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|
| | the public market. | | | |
| Annual Dividend Yield | The ratio of dividend paid/declared for financial year divided by opening net | | | |
| | asset value per share. | | | |
| BVT | Baronsmead Venture Trust plc | | | |
| Book Cost (Original) | Total acquisition value, including transaction costs, less the value of
any disposals or capitalised distributions allocated on a weighted
average cost basis. | | | |
| Book Cost (Accounting) | The original book cost of an asset, rebased to the value at which it was used
in a subsequent transaction, such as a transfer between entities. | | | |
| Collective Investment Vehicle | An entity which allows investors to pool their money, investing the pooled
funds on their behalf. | | | |
| Direct Investments | Investments held by Baronsmead Venture Trust plc only. Does not include
investments held by Micro Cap, Multi Cap Income or Small Cap. | | | |
| Discount/Premium | If the share price is lower than the NAV per share, it is said to be trading at a
discount. The size of the Company's discount is calculated by subtracting
the share price from the NAV per share and is usually expressed as a
percentage of the NAV per share. If the share price is higher than the
NAV per share, this situation is called a premium. | | | |
| EBITDA | Earnings before Interest, Tax, Depreciation and Amortisation – a proxy for
the cash flow generated by a business, most commonly used for businesses
that do not (yet) generate operating or shareholder profits. | | | |
| IFA | Independent Financial Advisors, professionals who offer independent
advice to their clients and recommend suitable financial products. | | | |
| Key Performance Indicators ("KPIs") | A measurable value that demonstrates how effectively the Company is
achieving core business objectives. | | | |
| NAV | The total value of all the Company's assets, at current market value, having
deducted all liabilities at their carrying value. | | | |
| NAV per share | Total Net Asset Value divided by the number of shares. | | | |
| NAV total return | A measure showing how the Net Asset Value has performed over a period
of time, taking into account both capital returns and dividends paid to
shareholders, assuming that dividends paid were reinvested at the NAV of
the Company at the time the shares were quoted ex-dividend. | | | |
| Return on Cash Invested to shareholders | The amount of cash returned to shareholders through income tax reclaimed, and
cumulative dividends paid, expressed as a percentage of the initial investment. | | | |
| Shares Held in Treasury | Shares in the Company repurchased by itself, reducing the number of
freely traded shares. | | | |
| SME | Small and medium-sized entities. These are independent companies which
meet two of the three recognition criteria for small or medium companies
according to EU Legislation. | | | |
| Total Assets | All assets, both current and non-current. An asset is an economic resource
owned by an entity that can lead to an increase in economic value. | | | |
| VCT Value | The value of an investment when acquired, rebased if the holding is added to
or any payment is made which causes an increase or decrease in its value. | | | |
| WS Gresham House Equity Funds | Includes WS Gresham House UK Micro Cap Fund ("Micro Cap"), WS Gresham
House UK Multi Cap Income Fund ("Multi Cap") and WS Gresham House UK
Smaller Companies Fund ("Small Cap"). | | | |
| 80 per cent test | Ensuring that the Company meets the requirement to hold 80 per cent of its
investments in qualifying holdings. | | | |
| NAV total return reconciliation | Q1 | Q2 | Q3 | Q4 |
|---------------------------------|-------|-------|-------|-------|
| Opening NAV total return (p) | 395.6 | 415.3 | 410.8 | 426.7 |
| NAV movement (p) | 5.1 | (5.4) | 3.8 | (4.0) |
| Dividend (p) | 0.0 | 4.3 | 0.0 | 3.0 |
| Total return (p) | 5.1 | (1.1) | 3.8 | (1.1) |
| Change in NAV total return (p)* | 19.7 | (4.6) | 15.9 | (5.2) |
| Closing NAV total return (p) | 415.3 | 410.8 | 426.7 | 421.5 |
Recommended final dividend 2.00p 2.50p 2.75p Total dividend 3.75p 4.25p 5.75p Opening NAV (after final dividend) 52.94p 58.54p 78.90p Dividend yield 7.1% 7.3% 7.3%
**96**
**Report a Scam**
### **Shareholder information and contact details**
4 Call the FCA Consumer Helpline on 0800 111 6768 (freephone) from 8.00am to 6.00pm, Monday to Friday (except
or offers for free company reports.
public holidays) and 9.00am to 1.00pm, Saturday (from abroad call +44 20 7066 1000) if there are no contact details on the Register or you are told they are out of date.
2 Check the FCA Register at [www.fca.org.uk/register](http://www.fca.org.uk/register) to ensure they are authorised (or [www.fca.org.uk/publication/](http://www.fca.org.uk/publication/systems-information/aifmd-small-register.pdf) [systems-information/aifmd-small-register.pdf](http://www.fca.org.uk/publication/systems-information/aifmd-small-register.pdf)). 3 Use the details on the FCA Register to contact the firm.
5 Search the FCA's list of unauthorised firms and individuals to avoid doing business with. 6 REMEMBER: if it sounds too good to be true, it probably is!
If you have already paid money (or otherwise dealt with share fraudsters), you should contact ActionFraud on
numbers provided below.
If you are in any doubt about the veracity of an unsolicited phone call, please call either the Company or the Registrar at the
**Warning to Shareholders**
Many companies are aware that their shareholders have received unsolicited phone calls or correspondence concerning investment matters. These are typically from "brokers" based overseas who target UK shareholders offering to sell them what often turn out to be worthless or high risk shares in US or UK investments. They can be very persistent and extremely persuasive. Shareholders are therefore advised to be very wary of any unsolicited advice, offers to buy shares at a discount
If you are offered unsolicited investment advice, discounted shares, a premium price for shares you own, or free company
or research reports, you should take these steps before handing over any money or share certificates: 1 Get the name of the person and organisation contacting you.
**Protect Yourself**
Please note that it is very unlikely that either the Company or the Company's Registrar, The City Partnership (UK) Ltd, would make unsolicited telephone calls to shareholders and that any such calls would relate only to official documentation already circulated to shareholders and never in respect of investment "advice".
- If you use an unauthorised firm to buy or sell shares or other investments, you will not have access to the Financial Ombudsman Service () or Financial Services Compensation Scheme () if things go wrong.
- If you are approached about a share scam, you should tell the FCA using the Share Fraud Reporting Form ([www.fca.org.](http://www.fca.org.uk/consumers/report-scam-unauthorised-firm) [uk/consumers/report-scam-unauthorised-firm](http://www.fca.org.uk/consumers/report-scam-unauthorised-firm)), where you can find out about the latest investment scams. You can also call the FCA Consumer Helpline on 0800 111 6768.
0300 123 2040 or use the ActionFraud () Online Reporting Tool. More detailed information on this or similar activity can be found on the FCA web site.
### **Shareholder account queries**
**100**
The Registrar will deal with all of your queries with regard to your shareholder account, such as:
Your payment options (cheque, direct payment to your bank/building society account, reinvestment)
Request replacement share certificates (for which there may be additional administrative and other charges)
City's secure website, Investor Hub, allows you to
You should have your Access Token to hand, which is available on the Change in Registrar letter, any recently issued share certificates and the quarterly DRIP statement (if applicable) which you should always keep
excluding public holidays in England and Wales. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the UK will be
charged at the applicable international rate.
manage your own shareholding online You will need to register to use this service on
confidential for security reasons.
the Investor Hub.
Your payment history including any outstanding payments and reissue requests
https://gresham-house-vcts.cityhub.uk.com
The Registrar for Baronsmead Venture Trust plc is The City Partnership (UK) Limited ("City").
Your current shareholding balance
Paper or electronic communications
On-line: Investor Hub
Change of address Latest net asset value
Telephone: 01484 240 910 Lines are open 9.00am to 5.30pm, Monday to Friday,
You can contact City with your queries in several ways:
**Calendar**
February 2025 Quarterly factsheet to 31 December 2024.
Annual Report and Audited Financial Statements 2024
August 2025 Quarterly factsheet to 30 June 2025.
14 February 2025 FY24 final dividend record date. 12 March 2025 Annual General Meeting. 17 March 2025 FY24 final dividend payment, subject to shareholder approval at the AGM on 12 March 2025. May/June 2025 Announcement and posting of interim report for the six months to 31 March 2025. December 2025 Announcement and posting of final results for year to 30 September 2025.
### Email: [registrars@city.uk.com](mailto:registrars@city.uk.com) Post: The City Partnership (UK) Limited Mending Rooms, Park Valley Mills, Meltham Road, Huddersfield HD4 7B **Share price** The Company's ordinary shares are listed on the London Stock Exchange (LSE). The LSE code for the Company is "BVT". Share price information can be obtained from the link on the Company's website and many financial websites.
**Additional information** The information provided in this report has been produced in order for shareholders to be informed of the activities of the
the naming of companies in this report is not a recommendation to deal in them.
Exchange through a stockbroker.
The market makers in the shares of Baronsmead Venture Trust plc are:
Panmure Liberum 020 3100 2000
movements may cause the value of investments and the income from them to fall as well as rise and investors may not get back the amount they originally invested. Where investments are made in unquoted securities and smaller companies, their potential volatility may increase the risk to the value of, and the income from, the investment.
Company during the period it covers. Gresham House Asset Management Limited does not give investment advice and
Baronsmead Venture Trust plc is managed by Gresham House Asset Management Limited which is authorised and regulated by the FCA. Past performance is not necessarily a guide to future performance. Stock markets and currency
**Secondary market in the shares of Baronsmead Venture Trust plc**
The Company's shares can be bought and sold in the same way as any other quoted company on the London Stock
Winterflood 020 3100 0000 Qualifying investors\* who invest in the existing shares of the Company can benefit from: Tax free dividends;
Realised gains are not subject to capital gains tax (although any realised losses are not allowable); No minimum holding period; and No need to include VCT dividends in annual tax returns. The UK tax treatment of VCTs is on a first in first out basis and therefore tax advice should be obtained before shareholders dispose of their shares and also if they deferred a capital gain in respect of new shares acquired prior to 6 April 2004.
\* UK income tax payers, aged 18 or over, who acquire no more than £200,000 worth of VCT shares in a tax year.
**101**
**Brokers**
**Auditor**
**Solicitors**
Howard Kennedy LLP 1 London Bridge London SE1 9BG
1 Embankment Place London WC2N 6RH
**Website**
**VCT Status Adviser**
PricewaterhouseCoopers LLP
**Contact the Chair**
[chair@baronsmeadvcts.com](mailto:chair%40baronsmeadvcts.com?subject=)
[www.baronsmeadvcts.co.uk](http://www.baronsmeadvcts.co.uk)
BDO LLP 55 Baker Street London W1U 7EU
Panmure Liberum Ropemaker Place
London EC2Y 9LY Tel: 020 3100 2000
Level 12, 25 Ropemaker Street
### **Registered Office** 5 New Street Square London EC4A 3TW
**Registered Number**
The City Partnership (UK) Ltd
‡ Chair of the Nomination Committee \* Chair of the Audit Committee
† Senior Independent Director
The Mending Rooms Park Valley Mills Meltham Road
Huddersfield HD4 7BH Tel: 01484 240 910
5 New Street Square London EC4A 3TW
03504214
### **Manager**
Gresham House Asset Management Limited
**Registrars and Transfer Office**
Gresham House Asset Management Ltd
### **Directors** Fiona Miller Smith (Chair)‡
\*\* Chair of the Management Engagement & Remuneration Committee
Michael Probin\*\*† Isabel Dolan\*
**Secretary**
**Corporate information**
