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