Half-year Report
Summary by AI BETAClose X
Baronsmead Venture Trust plc
Half-yearly report for the six months ended 31 March 2026
The Directors of Baronsmead Venture Trust plc are pleased to announce the unaudited half-yearly financial report for the six months to 31 March 2026. Copies of the half-yearly report can be obtained from the following website: www.baronsmeadvcts.co.uk.
Our investment objective
· Baronsmead Venture Trust plc (the "Company") is a tax efficient listed company which aims to achieve long-term positive investment returns for private investors, including tax-free dividends.
Investment policy1
· To invest primarily in a diverse portfolio of UK growth businesses, whether unquoted or traded on the Alternative Investment Market ("AIM").
· Investments are made selectively across a range of sectors in companies that have the potential to grow and enhance their value.
Dividend policy2
· The Board will, wherever possible, seek to pay two dividends to shareholders in each financial year, typically an interim dividend in September and a final dividend following the Annual General Meeting in February/March.
· The Board will use, as a guide, when setting the dividends for a financial year, a sum representing 7 per cent of the opening net asset value (adjusted for dividends declared) of that financial year.
1. This is a summary of the Company's investment policy that is set out on page 2 of the Company's Annual Report and Financial Statements for the year ended 30 September 2025.
2. This is a summary of the Company's dividend policy that is set out on page 2 of the Company's Annual Report and Financial Statements for the year ended 30 September 2025.
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 aim 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 to 31 in the Company's Annual Report and Financial Statements for the year ended 30 September 2025.
Financial highlights
393.0p Net Asset Value total return1,4 (as at 31 March 2026)
March 2025: 394.1p
Net Asset Value ("NAV") total return to shareholders for every 100.0p invested at launch (April 1998).
-8.4% Change in Net Asset Value per share1,2 (six months to 31 March 2026)
March 2025: -6.4%
NAV per share changed -8.4 per cent to 45.7p, for the six months to 31 March 2026
£22.0mn* Funds raised1 (six months to 31 March 2026)
March 2025: £20.3mn
£22.0mn raised in the period (before costs); and a further £0.4mn raised (before costs) since the period end.
* Includes amounts allotted on 2 April 2026
£10.8mn Net Investments1,3 (six months to 31 March 2026)
March 2025: £3.6mn
Unquoted: £8.8mn | Quoted: £2.0mn
3 new and 8 follow-on investments in 11 companies
£4.9mn Realisation proceeds and £2.9mn gain3 (six months to 31 March 2026)
March 2025 proceeds: £0.2mn
March 2025 gain: -£2.7mn
£197.6mn Net assets under management (as at 31 March 2026)
March 2025: £195.0mn
1. Alternative Performance Measures ("APM")/Key Performance Indicators ("KPIs") - please refer to the glossary on page 32 of the full half-yearly Report for definitions.
2. Please refer to the table on page 6 of the full half-yearly Report for the breakdown of NAV per share movement.
3. Investments into unquoted and AIM investments only.
4. AIC methodology: The net asset value 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.
Chair's statement
The value of the Company's assets fell by 8.4 per cent in the six months to 31 March 2026 to 45.7p per share. This is after accounting for the final dividend for the year ended 30 September 2025 of 2.0p per share paid on 24 March 2026.
This is a disappointing result particularly in view of the progress made in the first four months under review that had seen an overall increase of 3.0 per cent in the value of the Company's assets by 31 January 2026. The value of the Company's listed assets fell 14 per cent in the final two months of the period under review. The US war with Iran which began at the end of February 2026 resulted in a reduction in the value of listed equities around the world due to the impact on global trade and energy prices following the closure of the Strait of Hormuz.
In addition, equity markets, particularly in the technology sector, experienced a concentrated period of downward pressure during the final two months of the period. Developments in artificial intelligence contributed to a reassessment of valuation frameworks across software businesses, resulting in a significant reduction in Software as a Service ("SaaS") valuation multiples. This has had the greatest impact on certain growth-stage software investments within the portfolio, where valuations are linked to changes in revenue-based multiples.
Since the period end, tensions across the Middle East have eased and there has been a recovery in the value of many of the Company's listed investments and an increase of 5.7% in NAV to 48.31p per share by 31 May 2026.
The impact on the Company's net asset value (NAV) per share over this period is set out in the Results section below. It is likely that macroeconomic and geopolitical events will continue to affect the value of the Company's assets. However, your Board continues to believe that, in aggregate, the fundamentals of the underlying portfolio companies are still robust and the Company's investment policy of having a combination of unquoted and listed assets support a more consistent total return to shareholders over the medium to long term. In addition, the Board is working with the Manager to continue its focus on improving and sustaining unquoted performance which we know is an issue for shareholders.
|
|
Pence per ordinary share |
|
NAV as at 1 October 2025 (after deducting the final dividend of 2.0p) |
49.9
|
|
Valuation decrease (3.2 per cent.) |
(1.6)
|
|
NAV as at 31 December 2025 (after deducting the final dividend of 2.0p) |
48.3
|
|
Valuation decrease (5.2 per cent.) |
(2.6)
|
|
NAV as at 31 March 2026 |
45.7
|
Listening to shareholders
We will continue to engage directly with shareholders and have recently launched a shareholder survey to ask you for your comments and feedback. We have had a good response to this and will share the initial findings of this with you in Q3 and a summary of planned actions in the subsequent Annual Report.
As outlined at this year's AGM and in my Chair's statement at the full year results, we have agreed a range of strategic and operational performance indicators with the Manager which we will use to hold them accountable. We will also share progress against these with shareholders in our Annual Report.
Results
During the six months to 31 March 2026, the Company's NAV per share decreased 8.4 per cent from 49.9p to 45.7p after accounting for the payment of the final dividend of 2.0p per share on 24 March 2026.
The table above shows the movement in NAV over the 6 months to 31 March 2026.
The Company's NAV per share fell 1.6p (3.2 per cent) in the 3 months to 31 December 2025 to 48.3p after deducting the final dividend of 2.0p. Despite a recovery in the Company's NAV of some 6.1 per cent in the month to 31 January 2026, the US war with Iran and wider tensions across the Gulf region led to a global sell off in equity markets. This had a significant impact across all aspects of the Company's listed portfolio. As a result, by the period end the Company's NAV had fallen a further 2.6p (5.2%) to 45.7p per share.
Dividends
The Board has declared an interim dividend of 1.5p per share to be paid on 7 September 2026 to shareholders on the register as of 7 August 2026. The Board is aware that dividends are an important part of the total return to the shareholders' investment in the Company. As such, the Board is aiming to achieve its dividend policy objective of an annual yield of 7.0 per cent. based on the NAV at the beginning of the financial year. I must of course remind shareholders this is not a guarantee and that payment dates and the amount of future dividends depend on the level and timing of profitable realisations.
Portfolio review
The table below provides a summary of each asset class and the return generated during the period under review.
|
Asset class |
NAV* (£mn) |
% of NAV* |
Number of investee companies‡
|
% return in the period† |
|
Unquoted |
61 |
31 |
40 |
(1)
|
|
AIM- traded companies |
53 |
27 |
44 |
(15)
|
|
Collective Investment Vehicles**
|
63 |
32 |
71 |
(10)
|
|
Liquid assets# |
21 |
10 |
N/A |
2
|
|
Total |
198 |
100% |
155 |
(8)
|
* By value at 31 March 2026.
‡ Includes investee companies with holdings by more than one fund. Total number of individual
companies held is 155.
† Return includes interest received on unquoted realisations during the period.
** Excludes OEICs and Investee companies with holdings by more than one fund.
# Represents cash, OEICs and net current assets.
|
Collective Investment Vehicle Benchmark index |
% Return in the period Benchmark index performance |
|
WS Gresham House UK Micro Cap Fund IA UK Smaller Companies sector |
(6.7%) (7.1%) |
|
WS Gresham House UK Smaller Companies Fund IA UK Smaller Companies sector |
(15.5%) (7.1%)
|
|
WS Gresham House UK Multi Cap Income Fund IA UK Equity Income sector |
(11.4%) 4.9% |
|
Strategic Equity Capital plc FTSE Small Cap index (ex Investment Companies) |
(6.3%) (5.2%) |
The value of the unquoted portfolio displayed some resilience but decreased by 1% for the six months to 31 March 2026. The main drivers of positive movements in value were the investments in Equipsme and Orri with both showing good trading momentum and increases in revenue during the period. The main detractors from performance were the investments in CountingUp and Pointr, with both suffering reduced quoted comparable valuation multiples as a result of the volatility in the equity markets. As outlined above, the Manager continues to focus on improving and sustaining unquoted performance.
In the Company's portfolio of investments directly held in AIM-traded companies, smaller company stocks underperformed their larger peers and despite the realisation of Idox, decreased 14.8 per cent in the six months to 31 March 2026. The table above shows the performance of the Company's investments into the Collective Investment Vehicles during the period along with their respective benchmarks. The decrease in performance across the AIM and Collective Investment Vehicle portfolios was as a result of the ongoing geopolitical tensions and war in the Middle East along with the sharp and broad-based sell-off in software, professional services and data platform businesses during the second half of the period. The latter being triggered by multiple AI product launches that raised fears over the long-term viability of traditional subscription-based business models. It is encouraging to note, however, that almost all of the companies in this portfolio had announced trading updates in line or ahead of expectations during the period.
Despite the continued volatility the listed markets experienced immediately after the period end, I am pleased to report that after that the Company's portfolio of AIM traded companies increased by 7.5 per cent in the month to 30 April 2026. This was subsequently followed up with a further increase of 0.6 per cent in the month to 31 May 2026.
Budget 2025
In her Budget Statement in November 2025, the Chancellor announced a significant expansion of the Enterprise Investment Scheme ("EIS") and Venture Capital Trust ("VCT") investment limits as well as a reduction in the upfront tax relief available on new investments in VCT shares from 30%-20%. We welcomed the expansion of these limits which will allow VCTs to follow on more of their investments for longer. It remains to be seen how much the change in the tax reliefs will constrain the VCT industry's ability to raise new funds.
Investments
In the six months to 31 March 2026, the Company made three new investments totalling £5.0mn as follows:
· Tembo Money (unquoted) - a digital-first savings and mortgage broking platform - (£1.9mn)
· Veremark (unquoted) - an employee background screening and verification platform - (£2.3mn) and
· Vulcan Two Group (quoted) - an e-pharmacy consolidation platform - (£0.8mn)
The Company also made eight follow-on investments with a combined value of £5.8m during the period under review making a total of £10.8mn for the period.
Realisations
In the listed portfolio, in January 2026, Idox plc was taken over by US investment firm Long Path Partners. Through that event, we realised proceeds of £4.5m representing a gross money multiple of 7.4x original cost. The Company first invested in Idox in 2002 and as such it was one of our longest-held investments. We made significant follow-on investments in 2003 and again in 2007. After delivering strong growth in the years following our investments, the Manager judiciously took profits through top-slicing our holding in 2012 and 2013. Thereafter, Idox experienced some trading difficulties and as a key shareholder at that time, through the Manager's active engagement with the company we backed new leadership to execute a turnaround in the fortunes of the business. This proved successful with a return to growth and ultimately the realisation of our remaining shares through the takeover noted above. Taking account of our previous sales through top-slicing our overall return was 6.5x original cost and demonstrates the benefit of long-term patient capital and our Managers ability to engage with and influence the outcome of an investment for the benefit of our shareholders.
In the unquoted portfolio, the sale of portfolio company IWP completed in January 2026 resulting in proceeds of £0.4mn, a gross money multiple of 0.25x of original cost with potential for further upside through an expected earn out over the next two years.
Fundraising
In the 2025/26 tax year, the Company successfully raised £22.0mn (before costs) through an offer for subscription. The Board decided to extend the offer into the 2026/27 tax year in April 2026 with a further £0.4mn being allotted on 14 May 2026 taking the total amount raised to £22.4mn. The Directors want to welcome the 934 new shareholders who invested for the first time and also thank the 580 existing shareholders who continue to support the Company.
The Board will consider whether to raise additional funds in the 2026/27 tax year. This will be determined by the Company's cashflow, the overall balance of the Company's portfolio, and its anticipated requirements and opportunities to fund new and follow-on investments over the next two to three years. The Board appreciates that shareholders would like plenty of notice of its fundraising intentions and will ensure that shareholders are informed of the Board's intention to raise new funds, as soon as it becomes practical.
Shareholder Survey
Thank you to those of you who took part in the recent Shareholder Survey.
The insights you have provided will play an important role in shaping how we develop the Company and how we work with our Investment Manager to deliver outcomes that align with your goals and expectations. Your feedback will also inform how we engage with shareholders and we will share initial findings from this survey in Q3 and will include a summary of planned actions in the Annual Report, ensuring transparency on how your feedback is being used.
Outlook
The global economic outlook remains uncertain, reflecting geopolitical instability, including conflict in the Middle East, and ongoing inflationary pressures. These factors will continue to influence consumer and business confidence in the near term.
Structural changes within certain sectors, including the impact of artificial intelligence on software development and valuation frameworks, are also likely to continue to affect portfolio company performance and valuations, particularly among earlier-stage growth businesses operating in that sector. The Manager is regularly engaging with its portfolio companies to assess and evaluate the threats and opportunities provided by AI development. As mentioned in my Chair's statement at the full year, the Manager also continues to identify pockets of innovation and potential investment opportunities across AI, Fintech and digital health and quantum technology.
We remain committed to investing throughout the economic cycle, as experience indicates that this approach can generate superior long-term returns. Periods of uncertainty can also create attractive opportunities for the Company to make high-quality investments and establish strategic positions in businesses with strong growth potential at compelling valuations. This approach applies to both new investments and follow-on funding for existing portfolio companies. The Manager continues to see a healthy pipeline of prospective investments and remains confident that it is well placed to provide the necessary support to portfolio companies, while maintaining its focus on preserving, recovering and growing value across both existing and future investee companies.
Fiona Miller Smith
Chair
15 June 2026
Investments in the period
|
Company |
Location |
Sector |
Activity |
Book cost £'000 |
|
New Unquoted investments
|
||||
|
Veremark Ltd |
London |
Technology |
Global employee background screening and verification platform |
2,303
|
|
Tembo Money Ltd |
London |
Technology |
Digital mortgage brokerage and savings platform |
1,864
|
|
Total unquoted new investments 4,167 |
||||
|
New AIM-traded investments
|
||||
|
Vulcan Two Group plc |
London |
Healthcare & education |
An investment company with focus on the ePharmacy market |
817
|
|
Total new AIM-traded investments 817 |
||||
|
Total new investments 4,984 |
||||
|
Follow-on Unquoted investments |
||||
|
SecureCloud+ Ltd |
Berkshire |
Technology |
Defence and public sector IT systems |
2,349
|
|
Fu3e Ltd |
London |
Technology |
Real estate collaboration and workflow tool provider |
839
|
|
Airfinity Ltd |
London |
Healthcare & education |
Provides real time life science intelligence as a subscription service |
720
|
|
Mobility Mojo (UK) Ltd |
Northamptonshire |
Technology |
Provider of software to evaluate the accessibility of building environments |
425
|
|
Focal Point Positioning Ltd |
Cambridgeshire |
Technology |
Research and development focused technology business focusing on global navigation and satellite systems
|
186
|
|
Orri Ltd |
London |
Healthcare & education |
Provider of intensive day care treatments for eating disorders |
125
|
|
Total unquoted follow-on investments |
4,644
|
|||
|
Follow-on AIM-traded investments |
||||
|
|
||||
|
KRM22 plc |
London |
Technology |
Development and sale of risk management software to the financial services industry |
603
|
|
Eden Research plc |
Oxfordshire |
Business services |
Development and sale of biopesticide. |
585
|
|
Total AIM-traded follow-on investments |
1,188
|
|||
|
Total follow-on investments |
5,832
|
|||
|
Total investments in the period |
10,816 |
|||
Realisations in the period
|
Company |
|
First investment date |
Original book cost# |
Proceeds‡ |
Overall multiple return (x) |
|
Unquoted realisations |
|||||
|
IWP Holdings Ltd |
Full trade sale |
May 15 |
1,407 |
352 |
0.25
|
|
MXC Capital plc |
Spin-off |
Jul 19 |
14 |
3 |
0.21
|
|
Total unquoted realisations |
|
|
1,421 |
355 |
|
|
AIM-traded realisations |
|
|
|
|
|
|
IDOX plc |
Market sale |
May 02 |
614 |
4,532 |
7.38
|
|
Total AIM-traded realisations |
|
|
614 |
4,532
|
|
|
Total realisations in the period* |
|
|
2,035 |
4,887
|
|
# Residual book cost at realisation date.
‡ Proceeds at time of realisation including interest.
* Includes unquoted and AIM investments only.
Responsibility statement of the Directors in respect of the half-yearly report
Half-yearly report
The important events that have occurred during the period under review, the key factors influencing the financial statements and the principal uncertainties for the remaining six months of the financial year are set out in the Chair's statement and the Strategic report.
Notwithstanding the advancement and developments of artificial intelligence technologies as set out in the Chair's statement, the principal risks facing the Company are unchanged since the date of the Company's Annual Report for the financial year ended 30 September 2025 and continue to be as set out in that Report on pages 23 and 24. The risks associated with developments in artificial intelligence are assessed under Investment performance risk and Operational risk. The Board considers that the present processes for mitigating those risks remain appropriate.
Risks faced by the Company include but are not limited to; loss of approval as a Venture Capital Trust, legislative risk, investment performance risk, risk of economic, political and other external factors, regulatory and compliance risk and operational risk. 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 conflict, can influence UK government policies, corporate spending, investment plans and consumer confidence, and their impacts for the remaining six months of the year continue to be kept under review.
Responsibility statement
Each Director confirms that to the best of their knowledge:
· The condensed set of financial statements has been prepared in accordance with FRS 104 Interim Financial Reporting Standards and gives a true and fair view of the assets, liabilities, financial position and profit or loss of the Company.
· This half-yearly report includes a fair review of the information required by:
a) DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and
b) DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the Company during that period; and any changes in the related party transactions described in the last annual report that could do so.
The half-yearly report was approved by the Board of Directors on 15 June 2026 and was signed on its behalf by Ms Fiona Miller Smith, Chair.
Fiona Miller Smith
Chair
15 June 2026
Financial Statements
Condensed income statement
For the six months to 31 March 2026 (Unaudited)
|
|
|
Six months to |
Six months to |
Year to |
||||||
|
|
Notes |
Revenue |
Capital |
Total |
Revenue |
Capital |
|
Revenue |
Capital |
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Losses)/gains on investments |
5 |
- |
(17,627) |
(17,627) |
- |
(13,492) |
(13,492) |
- |
3,566 |
3,566 |
|
Income |
|
1,737 |
- |
1,737 |
1,799 |
- |
1,799 |
4,100 |
- |
4,100 |
|
Investment management fee |
|
(448) |
(1,343) |
(1,791) |
(444) |
(1,330) |
(1,774) |
(935) |
(2,806) |
(3,741) |
|
Other expenses |
|
(387) |
- |
(387) |
(360) |
- |
(360) |
(708) |
- |
(708) |
|
Profit/(loss) before taxation |
|
902 |
(18,970) |
(18,068) |
995 |
(14,822) |
(13,827) |
2,457 |
760 |
3,217 |
|
Taxation |
|
- |
- |
- |
- |
- |
- |
(16) |
16 |
- |
|
Profit/(loss) for the period, being the total comprehensive income for the period |
|
902 |
(18,970) |
(18,068) |
995 |
(14,822) |
(13,827) |
2,441 |
776 |
3,217 |
|
Return per ordinary share: |
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted |
2 |
0.19p |
(4.05p) |
(3.86p) |
0.26p |
(3.83p) |
(3.57p) |
0.61p |
0.19p |
0.80p |
All items in the above statement derive from continuing operations.
There are no recognised gains and losses other than those disclosed in the Income Statement.
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 unaudited Statement of Total Comprehensive Income of the Company prepared in accordance with the Financial Reporting Standard ("FRS"). The supplementary revenue return and capital return columns are prepared in accordance with the Statement of Recommended Practice issued by the Association of Investment Companies ("AIC SORP").
Condensed statement of changes in equity
For the six months to 31 March 2026 (Unaudited)
|
|
|
Non-distributable reserves |
|
Distributable reserves |
|||||
|
|
|
Called-up share capital £'000 |
Share premium £'000 |
Revaluation reserve £'000 |
|
Capital reserve* £'000 |
Revenue reserve £'000 |
Total £'000 |
|
|
At 1 October 2025 |
47,131 |
39,651 |
33,546 |
|
94,936 |
1,445 |
216,709
|
||
|
(Loss)/profit after taxation |
- |
- |
(20,476) |
|
1,506 |
902 |
(18,068)
|
||
|
Net proceeds of share issues, share buybacks & sale of shares from treasury |
2,409 |
10,187 |
- |
|
(4,938) |
- |
7,658
|
||
|
Dividends paid |
- |
- |
- |
|
(7,210) |
(1,445) |
(8,655)
|
||
|
At 31 March 2026 |
49,540 |
49,838 |
13,070 |
|
84,294 |
902 |
197,644
|
||
For the six months to 31 March 2025 (Unaudited)
|
|
|
Non-distributable reserves |
|
Distributable reserves |
||||
|
|
|
Called-up share capital £'000 |
Share premium £'000 |
Revaluation reserve £'000 |
|
Capital Reserve* £'000 |
Revenue reserve £'000 |
Total £'000 |
|
At 1 October 2024 |
42,446 |
20,036 |
30,853 |
|
115,215 |
3,633 |
212,183
|
|
|
(Loss)/profit after taxation |
- |
- |
(10,920) |
|
(3,902) |
995 |
(13,827) |
|
|
Net proceeds of share issues, share buybacks & sale of shares from treasury |
1,627 |
6,804 |
- |
|
(4,128) |
- |
4,303
|
|
|
Dividends paid |
- |
- |
- |
|
(6,506) |
(1,148) |
(7,654)
|
|
|
At 31 March 2025 |
44,073 |
26,840 |
19,933 |
|
100,679 |
3,480 |
195,005
|
|
* Of the distributable reserves noted above £20,345,000 (March 2025: £52,069,000) is not available for dividend distribution due to HMRC VCT rules
For the year ended 30 September 2025 (Audited)
|
|
Non-distributable reserves |
Distributable reserves |
Total £'000 |
|||
|
Called-up share capital £'000 |
Share premium £'000 |
Revaluation Reserve £'000 |
Capital Reserve* £'000 |
Revenue reserve £'000 |
||
|
At 1 October 2024 |
42,446 |
20,036 |
30,853 |
115,215 |
3,633 |
212,183
|
|
(Loss)/profit after taxation |
- |
- |
2,693 |
(1,917) |
2,441 |
3,217
|
|
Net proceeds of share issues, share buybacks & sale of shares from treasury |
4,685 |
19,615 |
- |
(8,225) |
- |
16,075
|
|
Dividends paid |
- |
- |
- |
(10,416) |
(4,629) |
(15,045)
|
|
Return of unclaimed dividends |
- |
- |
- |
279 |
- |
279
|
|
At 30 September 2025 |
47,131 |
39,651 |
33,546 |
94,936 |
1,445 |
216,709
|
* Of the distributable reserves noted above £20,345,000 is not available for dividend distribution due to HMRC VCT rules.
Condensed balance sheet
As at 31 March 2026 (Unaudited)
|
|
Notes |
As at 31 March 2026 £'000 |
As at 2025 £'000 |
As at £'000 |
|
|
|
Fixed assets |
|
|
|
|
|
|
|
Unquoted investments |
5 |
61,515 |
53,411 |
53,905 |
|
|
|
Traded on AIM |
5 |
52,387 |
58,332 |
64,156 |
|
|
|
Collective investment vehicles |
5 |
81,822 |
83,084 |
96,354 |
|
|
|
Investments |
5 |
195,724 |
194,827 |
214,415 |
|
|
|
Current assets |
|
|
|
|
|
|
|
Debtors |
|
2,552 |
524 |
2,948 |
|
|
|
Cash at bank and on deposit |
|
587 |
691 |
523 |
|
|
|
|
|
3,139 |
1,215 |
3,471 |
|
|
|
Creditors (amounts falling due within one year) |
|
(1,219) |
(1,037) |
(1,177) |
|
|
|
Net current assets/ (liabilities) |
|
1,920 |
178 |
2,294 |
|
|
|
Net assets |
|
197,644 |
195,005 |
216,709 |
|
|
|
Capital and reserves |
|
|
|
|
|
|
|
Called-up share capital |
3 |
49,540 |
44,073 |
47,131 |
|
|
|
Share premium |
|
49,838 |
26,840 |
39,651 |
|
|
|
Capital reserve |
|
84,294 |
100,679 |
94,936 |
|
|
|
Revaluation reserve |
5 |
13,070 |
19,933 |
33,546 |
|
|
|
Revenue reserve |
|
902 |
3,480 |
1,445 |
|
|
|
Equity shareholders' funds |
|
197,644 |
195,005 |
216,709
|
|
|
|
Net asset value per share |
|
45.72p |
49.35p |
51.87p |
|
|
|
Number of ordinary shares in circulation |
|
432,326,651 |
395,120,875 |
417,765,430 |
|
|
|
|
|
|
|
|
|
|
Statement of cash flows
For the six months to 31 March 2026 (Unaudited)
|
|
Six months to 2026 £'000 |
Six months to £'000 |
Year to 2025 £'000 |
|
Cash flows from operating activities |
|
|
|
|
Investment income received |
1,028 |
1,069 |
2,121 |
|
Deposit interest received |
8 |
4 |
19 |
|
Other income received |
2 |
- |
- |
|
Investment management fees paid |
(1,902) |
(1,981) |
(3,829) |
|
Other cash payments |
(420) |
(418) |
(738) |
|
Net cash outflow from operating activities |
(1,284) |
(1,326) |
(2,427) |
|
Cash flows from investing activities |
|
|
|
|
Purchases of investments*
|
(11,692) |
(13,072) |
(50,195) |
|
Disposals of investments |
13,574 |
17,672 |
51,353 |
|
Net cash inflow from investing activities |
1,882 |
4,600 |
1,158 |
|
Financing activities |
|
|
|
|
Gross proceeds of share issues |
12,923 |
8,646 |
25,000 |
|
Gross cost of share buybacks |
(4,598) |
(4,037) |
(7,925) |
|
Costs of share issues |
(449) |
(271) |
(960) |
|
Costs of share buybacks |
(34) |
(18) |
(29) |
|
Equity dividends paid |
(8,655) |
(7,654) |
(15,045) |
|
Return of unclaimed dividends |
279 |
- |
- |
|
Other costs charged to capital |
- |
(1) |
(1) |
|
Net cash (outflow)/inflow from financing activities |
(534) |
(3,335) |
1,040 |
|
Increase/(Decrease) in cash |
64 |
(61) |
(229) |
|
Reconciliation of net cash flow to movement in net cash |
|
|
|
|
Increase/(Decrease) in cash |
64 |
(61) |
(229) |
|
Opening cash at bank and on deposit |
523 |
752 |
752 |
|
Closing cash at bank and on deposit |
587 |
691 |
523 |
|
Reconciliation of profit before taxation to net cash outflow from operating activities |
|
|
|
|
(Loss)/profit before taxation |
(18,068) |
(13,827) |
3,217 |
|
Losses/(gains) on investments |
17,627 |
13,492 |
(3,566) |
|
Income reinvested |
(636) |
(667) |
(2,104) |
|
(Increase)/decrease in debtors |
(64) |
(61) |
143 |
|
(Decrease)/increase in creditors |
(143) |
(263) |
(117) |
|
Net cash outflow from operating activities |
(1,284) |
(1,326) |
(2,427) |
* Including payment for investment of £1.82 million (30 September 2025 £2.35 million) completed post period end. Excluding accumulation dividends and income reinvested.
Notes to the financial statements
For the six months to 31 March 2026 (Unaudited)
1. Basis of preparation
The condensed financial statements for the six months to 31 March 2026 comprise the unaudited financial statements set out on pages 14 to 18 of the full half-yearly Report together with the related notes on pages 19 to 23. The Company applies FRS 102 and the AIC SORP for its annual financial statements. The condensed financial statements for the six months to 31 March 2026 have therefore been prepared in accordance with FRS 104 'Interim Financial Reporting' and the principles of the AIC SORP. They have been prepared on a going concern basis. The financial statements have been prepared on the same basis as the accounting policies set out in the Company's Annual Report and Financial Statements for the year ended 30 September 2025.
The financial information contained in this half-yearly report does not constitute statutory accounts as defined in sections 434 - 436 of the Companies Act 2006. The half-yearly report for the six months ended 31 March 2026 and for the six months ended 31 March 2025 have been neither audited nor reviewed by the Company's Auditor. The information for the year to 30 September 2025 has been extracted from the latest published audited financial statements, which have been filed with the Registrar of Companies. The report of the Auditor for the audited financial statements for the year to 30 September 2025 was: (i) unqualified; (ii) did not include a reference to any matters to which the Auditor drew attention by way of emphasis without qualifying their report; and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006. No statutory accounts in respect of any period after 30 September 2025 have been reported on by the Company's Auditor or delivered to the Registrar of Companies.
The Company's half-yearly report has been made available on the Company's website (www.baronsmeadvcts.co.uk) and sent to shareholders where requested.
2. Performance and shareholder returns
Return per share is based on a weighted average of 467,997,354 ordinary shares in issue (31 March 2025 - 387,160,562 ordinary shares; 30 September 2025 - 403,742,813 ordinary shares).
Earnings for the first six months to 31 March 2026 should not be taken as a guide to the results of the full financial year to 30 September 2026.
3. Called-up share capital
Allotted, called-up and fully paid:
|
Ordinary shares |
£'000 |
|
471,307,101 ordinary shares of 10p each listed at 30 September 2025 |
47,131
|
|
24,087,921 ordinary shares of 10p each issued during the period |
2,409
|
|
495,395,022 ordinary shares of 10p each listed at 31 March 2026 |
49,540
|
|
53,541,671 ordinary shares of 10p each held in treasury at 30 September 2025 |
(5,354)
|
|
9,526,700 ordinary shares of 10p each repurchased during the period and held in treasury |
(953)
|
|
63,068,371 ordinary shares of 10p each held in treasury at 31 March 2026 |
(6,307)
|
|
432,326,651 ordinary shares of 10p each in circulation* at 31 March 2026 |
43,233
|
|
*Carrying one vote each. |
|
During the six months to 31 March 2026, the Company issued 24,087,921 shares at net proceeds of £12,475,000 (after costs). During the same period, the Company purchased 9,526,700 shares to be held in treasury at a cost of £4,817,000. The Company sold no shares from treasury. At 31 March 2026 the Company held 63,068,371 ordinary shares in treasury. Shares may be sold out of treasury below Net Asset Value as long as the discount at issue is narrower than the average discount at which the shares were bought into treasury.
Excluding treasury shares, there were 432,326,651 ordinary shares in issue at 31 March 2026 (31 March 2025 - 395,120,875 ordinary shares; 30 September 2025 - 417,765,430 ordinary shares).
4. Dividends
The final dividend for the year ended 30 September 2025 of 2.00p per share (1.67p capital, 0.33p revenue) was paid on 24 March 2026 to shareholders on the register on 27 February 2026. The ex-dividend date was 26 February 2026.
During the year to 30 September 2025, the Company paid an interim dividend on 8 September 2025 of 1.75p per share (0.93p capital, 0.82p revenue).
An interim dividend of 1.5p per share has been declared for the year to 30 September 2026 and is payable on 7 September 2026 to shareholders on the register as of 7 August 2026. The ex dividend date is 6 August 2026.
5. Investments
All investments are initially recognised and subsequently measured at fair value. Changes in fair value are recognised in the Income Statement.
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 from market prices.
· Level 3 - Fair value is measured using a valuation technique that is not based on data from an observable market.
The valuation of unquoted investments contained within level 3 of the Fair Value hierarchy involves key assumptions dependent upon the valuation methodology used. The primary methodologies applied are:
· Cost of recent investment.
· Multiple basis.
· Offer less 10 per cent.
The multiple basis approach involves more subjective inputs than the cost of recent investment and offer approaches and therefore presents a greater risk of over or under estimation. Key assumptions for the multiple basis approach are the selection of comparable companies and the use of either historic or forecast revenue or earnings, as considered most appropriate. Other assumptions include the appropriateness of the discount magnitude applied for reduced liquidity and other qualitative factors. These assumptions are described in more detail in note 2.3 in the Company's Report and Financial Statements for the year to 30 September 2025. The techniques used in the valuation of unquoted investments have not changed materially since the date of that Report.
|
|
Level 1 |
Level 2 |
Level 3 |
|
||
|
|
Traded on AIM £'000 |
Collective investment vehicles £'000 |
Unquoted £'000 |
Collective investment vehicles £'000 |
Unquoted £'000 |
Total £'000 |
|
Opening book cost |
42,766 |
5,017 |
726 |
67,023 |
65,337 |
180,869 |
|
Opening unrealised appreciation/(depreciation) |
21,390 |
(251) |
(329) |
24,565 |
(11,829) |
33,546 |
|
Opening fair value |
64,156 |
4,766 |
397 |
91,588 |
53,508 |
214,415 |
|
Movements in the period:
|
|
|
|
|
|
|
|
Transfer between levels |
152 |
- |
- |
- |
(152) |
- |
|
Purchases at cost |
2,005 |
- |
- |
2,003 |
8,854 |
12,862 |
|
Sale - proceeds |
(4,532) |
- |
- |
(9,039) |
(355) |
(13,926) |
|
Sale - realised gains/(losses) on sales |
958 |
- |
- |
- |
3 |
961 |
|
Unrealised gains/(losses) realised during the period |
2,960 |
- |
- |
- |
(1,072) |
1,888 |
|
(Decrease)/increase in unrealised appreciation |
(13,312) |
(303) |
- |
(7,193) |
332 |
(20,476) |
|
Closing fair value |
52,387 |
4,463 |
397 |
77,359 |
61,118 |
195,724 |
|
Closing book cost |
44,309 |
5,017 |
726 |
59,987 |
72,615 |
182,654 |
|
Closing unrealised appreciation/(depreciation) |
8,078 |
(554) |
(329) |
17,372 |
(11,497) |
13,070 |
|
Closing fair value |
52,387 |
4,463 |
397 |
77,359 |
61,118 |
195,724 |
|
Equity shares |
52,387 |
- |
397 |
- |
10,422 |
63,206 |
|
Preference shares |
- |
- |
- |
- |
43,368 |
43,368 |
|
Loan notes |
- |
- |
- |
- |
7,328 |
7,328 |
|
Collective investment vehicles |
- |
4,463 |
- |
77,359 |
- |
81,822 |
|
Closing fair value |
52,387 |
4,463 |
397 |
77,359 |
61,118 |
195,724 |
In the 6 months ending 31 March 2026, one Level 3 investment, MXC Capital plc, was liquidated. As part of the liquidation, shares in Tialis Essential IT plc held by MXC Capital plc were distributed. This distribution is reflected in the table above as a transfer from Level 3 to Level 1, as Tialis Essential IT plc is listed on AIM.
6. Other required disclosures
6.1 Segmental reporting
The Company has one reportable segment being investing in primarily a portfolio of UK growth businesses, whether unquoted, traded on AIM or collective investment vehicles.
6.2 Principal risks and uncertainties
The Company's financial instruments consist of equity and fixed interest investments, shares in collective investment schemes, cash balances and liquid resources. Its principal risks are therefore market risk, price risk, credit risk and liquidity risk. Other risks faced by the Company include loss of approval as a Venture Capital Trust, legislative, investment performance, economic, political and other external factors, regulatory and compliance and operational risks. These risks, and the way in which they are managed, are described in more detail in the principal risks and uncertainties table within the Strategic report section in the Company's Report and Financial Statements for the year to 30 September 2025. The Board continues to regularly review the risk environment in which the Company operates.
6.3 Related parties
Gresham House Asset Management Ltd (the "Manager") manages the investments of the Company. The Manager also provides or procures the provision of secretarial, administrative and custodian services to the Company. Under the management agreement, the Manager receives a fee of 2.0 per cent per annum of the net assets of the Company. This is described in more detail under the heading 'The management agreement' within the Strategic Report in the Company's Annual Report and Financial Statements for the year to 30 September 2025.
During the period, the Company incurred the following fees payable to the Manager:
|
|
Six months to 31 March 2026 £'000 |
Six months to 31 March 2025 £'000 |
Year to 30 September 2025 £'000 |
|
Management fees |
1,791 |
1,774 |
3,741 |
|
Secretarial and accounting fees |
91 |
83 |
174 |
|
Performance fees |
- |
- |
- |
The performance fee is described in more detail under the heading 'Performance fees' within the Strategic Report in the Company's Annual Report and Financial Statements for the year to 30 September 2025.
Under the terms of an Offer for Subscription, launched on 13 October 2025, the Manager was entitled to fees of 4.50% of the investment amount received from investors. This amount totalled £327,000 out of which all the costs associated with the allotments were met.
6.4 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. In arriving at this conclusion, the Directors have considered the Company's cash balances, the liquidity of the Company's investments and the absence of any gearing. The Directors are therefore also satisfied that the Company has adequate financial resources to continue in operation for at least the next 12 months and that, accordingly, it is appropriate to adopt the going concern basis in preparing the financial statements.
6.5 Post balance sheet events
The following events occurred between the balance sheet date and the signing of these financial statements:
· The 30 April 2026 NAV of 47.72p was announced on 11 May 2026 and the 31 May 2026 NAV of 48.31p was announced on 4 June 2026. At the date of publishing this report, the Board is unaware of any matter that will have caused the NAV per share to have changed significantly since the latest NAV.
· 19.3mn shares were issued on 2 April 2026 at an average price of 46.97p per share under the current Offer.
· 0.9mn shares were issued on 14 May 2026 at an average price of 49.28p per share under the current Offer.
· One new investment, BBLHD Ltd (trading as 01Health), completed in April 2026 totalling £1.8mn.
· Six follow-on investments, into Eden Research plc, Ixico plc, Penfold, OnSecurity, Veremark and Counting Up, completed between April and June 2026, totalling £3.7mn.
Corporate Information
|
Directors Fiona Miller Smith (Chair)† Michael Probin††Δ David Melvin* Mandeep Singh
Secretary Gresham House Asset Management Ltd
Registered Office 5 New Street Square London EC4A 3TW
Investment Manager Gresham House Asset Management Ltd 5 New Street Square London EC4A 3TW Tel: 020 7382 0999
Registered Number 03504214
Registrars and Transfer Office The City Partnership (UK) Ltd The Mending Rooms Park Valley Mills Meltham Road Huddersfield HD4 7BH Tel: 01484 240 910
|
Brokers Panmure Liberum Limited Ropemaker Place, Level 12, 25 Ropemaker Street, London, EC2Y 9LY Tel: 020 3100 2000
Auditor BDO LLP 55 Baker Street London W1U 7EU
Solicitors Howard Kennedy LLP 1 London Bridge London SE1 9BG
VCT Status Adviser PricewaterhouseCoopers LLP 1 Embankment Place London WC2N 6RH
Website
|
† Chair of the Nomination Committee
†† Chair of the Management Engagement and Remuneration Committee
∆ Senior Independent Director
* Chair of the Audit & Risk Committee
NATIONAL STORAGE MECHANISM
A copy of the half-yearly financial report will be submitted shortly to the National Storage Mechanism ("NSM") and will be available for inspection at the NSM at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
LEI: 213800VQ1PQHOJXDDQ88
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