Final Results

Unicorn AIM VCT PLC

06 December 2024

 

Unicorn AIM VCT plc (the "Company" or the "VCT")

LEI: 21380057QDV7D34E9870

Annual Results Announcement for the year ended 30 September 2024

The full Annual Report and Accounts for the year ended 30 September 2024 can be found on the Company's website www.unicornaimvct.co.uk

FINANCIAL HIGHLIGHTS

(for the year ended 30 September 2024)

·    In addition to the 6.5 pence per share ordinary dividends, a special interim dividend of 11.7 pence per share was also paid during the year.

·    Net Asset Value ("NAV") total return for the financial year ended 30 September 2024, after adding back dividends of 18.2 pence per share paid in the year, rose by 0.3%. By comparison the FTSE AIM All-Share Total Return Index rose by 3.9%.

•      Offer for Subscription raised £19.5 million (after costs).

•      Final dividend of 3.5 pence per share proposed and a special dividend declared of 6.0 pence per share for the financial year ended 30 September 2024.

•      New Offer for Subscription announced to raise up to £25 million.

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 2024	199.4	104.7	117.7	222.4	93.5
31 March 2024	199.5	103.6	114.7	218.3	91.5
30 September 2023	211.9	122.6	99.5	222.1	103.5
31 March 2023	218.4	125.5	96.5	222.0	103.5

* 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 and declared a special dividend of 6.0 pence per share for the year ended 30 September 2024 bringing total dividends for the year to 24.2 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 127.2 pence per share.

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 also 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 2024

I am pleased to present the Company's Audited Annual Report for the year ended 30 September 2024.

Introduction

The economic and geopolitical environment in both the UK and globally has been challenging. Following a sustained period of rising interest rates, aimed at curbing inflation, the UK economy has shown some tentative signs of stabilisation, albeit that productivity is still below par and economic growth remains modest. Despite the rate of inflation having declined, the cost of living remains high, which has placed a strain on household budgets and dampened consumer confidence.

The faltering macroeconomic environment has been reflected in the behaviour of the UK stock market, where investor sentiment remains fragile. Sectors perceived as being less vulnerable to geopolitical or economic shocks have benefited from their global exposure or have been rewarded for strong operational performance. In contrast, the FTSE AIM All-Share Index ("AIM Index"), which is composed of smaller, growth-oriented businesses, has continued to face significant headwinds. Despite this, the AIM Index delivered a total return of +3.9% for the year ended 30 September 2024. Increased borrowing costs, a reduced appetite for risk and a continued reluctance to invest in smaller early-stage businesses meant however that your Company underperformed the AIM Index, producing a positive total return of 0.3%.

Economic & Market Review

The Bank of England's monetary tightening measures have brought down the rate of inflation. Despite struggling to generate meaningful and sustained growth, the economy managed to avoid falling into a prolonged recession. Rising costs of energy, raw materials, and labour continued to pose challenges, while the housing market softened as mortgage rates remained elevated, further constraining consumer spending.

The FTSE All-Share Index delivered a total return of +13.4% during the period under review, primarily due to its focus on larger, more liquid, and often globally diversified firms. This significant divergence in performance relative to the AIM Index emphasises the continued and prevailing preference among the investor community for stable, liquid assets over higher-risk investments.

Despite these challenges, certain AIM sectors including technology, healthcare, and renewable energy, demonstrated resilience. Companies in these areas continued to benefit from structural trends towards digital transformation and sustainability, which remain attractive to investors. Additionally, the relative weakness of the pound continued to support M&A activity, as undervalued UK assets appealed to foreign buyers.

A good example of this was the acquisition of Abcam by Danaher Corporation in January 2024. The Investment Manager initially backed Abcam at its Initial Public Offering ("IPO") in November 2005, reflecting a long-term commitment to a high-growth, innovative business. The successful sale of Abcam delivered an overall return on investment of 821.9% and led to a special dividend of 11.7 pence per share being paid to Unicorn AIM VCT Shareholders in February 2024, underscoring the value generated by the Investment Manager's early and sustained investment. The strong returns generated through such Mergers and Acquisitions ("M&A") activity over the past 2 years have provided significant benefits to Shareholders and resulted in the payment of special dividends totalling 50.7 pence per share since 1 October 2022.

Net Assets

As at 30 September 2024, the audited net assets of the Company were £199.4 million, a decline of £12.5 million over the course of the financial year. There were a number of moving parts behind this fall, with a decrease in the value of the investment portfolio of £3.3 million, £32.0 million of dividends paid and a further £4.9 million returned to Shareholders through share buybacks all contributing to the reduction in net assets. This was partially offset by the fully subscribed Offer for Subscription, which raised net proceeds of £19.5 million and £4.4 million from Shareholders who invested in the Dividend Reinvestment Scheme (DRIS). After adding back all dividends paid, the total return in the period was +0.3%.

Investment Performance Review

The Company's total return of +0.3% underperformed the AIM Index, which delivered a total return of +3.9% over the period. Whilst disappointing, it is worth noting that the average total return of the other constituents within the AIC VCT AIM-Quoted Peer Group was -5%.

The investment portfolio remains well-diversified, comprising holdings   that   range   from   early-stage, cash- consuming companies, to more well-established holdings that are both profitable and cash-generative. At the close of the financial year, the Company held 79 active VCT qualifying investments, with 39 of these valued in excess of £500,000. More than 70% of the qualifying businesses in the Company continue to maintain a net cash position on their balance sheets.

Despite resilience in the broader UK stock market, the smaller companies listed on AIM underperformed relative to other, more established, UK-listed smaller companies during the period. This underperformance can largely be attributed to risk aversion among investors, who continue to favour larger, more liquid assets during a period of elevated interest rates and persistent inflation. AIM-listed companies, especially those outside of the FTSE AIM 100 Index, are typically early-stage, cash-consuming businesses with high growth aspirations. It is unsurprising therefore that many of them have encountered difficulties in attracting further, much needed capital under these tighter financial conditions. The small size and limited liquidity of these companies continues to deter investors and, for the time being, the focus remains on more established companies offering stronger cash flow stability.

The specific and rather unusual sector composition of the AIM Index further heightened its vulnerability to economic headwinds throughout the year. Sectors that are well represented within the AIM Index, such as technology, consumer discretionary, and biotechnology, were negatively affected by rising borrowing costs and weakening consumer confidence. These conditions proved particularly challenging for companies with longer paths to profitability, as they depend heavily on external funding to sustain their growth. Consequently, the AIM Index experienced disproportionately weak returns due to its greater weighting in sectors that are traditionally vulnerable in a rising interest rate environment. This was in stark contrast to the main UK Indices, which continued to see capital allocations being directed towards more stable sectors including energy, commodities, and financials.

The Company's performance reflects these broader market dynamics. While the portfolio's diversification strategy reduced risk to some extent, certain holdings within high-growth sectors faced considerable pressure and, as is normal in Venture Capital investing, some of our investee companies failed during the year under review. Nonetheless, we believe that the Company's strategic positioning within high growth sectors will ultimately enable the portfolio to generate Shareholder value over the long term. As the macroeconomic environment begins to stabilise, and with expectations of improved investor sentiment towards smaller, growth-oriented companies, both the Board and the Investment Manager are optimistic that the Company is well positioned to deliver positive capital returns.

Portfolio Activity

During the period, there were several opportunities to deploy capital into both new investments and follow-on opportunities within existing holdings. Encouragingly, the Investment Manager continues to identify new and potentially highly attractive investment prospects, some of which are currently under active consideration. This pipeline of opportunities reflects a gradual yet steady recovery in both the quantity and quality of potential investments available to the Company.

Five new VCT qualifying investments were made during the period, at a total cost of £7.5 million. In addition, £5.9 million of capital was allocated across nine of the existing VCT qualifying investee companies, to support their future growth.

A number of full and partial disposals were also made during the course of the financial year. Total proceeds from disposals of qualifying investments amounted to £39.2 million, realising an overall capital gain of £28.8 million over the lifetime of the investments.

The Investment Manager continued to utilise two money market funds, and an investment in the Unicorn UK Ethical Income Fund, alongside holdings in some large, highly liquid UK equities during the period. These were non-qualifying investments, which continued to enable Shareholders to benefit from the current 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

A special dividend of 11.7 pence per share, was paid to Shareholders on 14 February 2024 following the successful acquisition of Abcam by Danaher Corporation.

An interim dividend of 3.0 pence per share, for the half year ended 31 March 2024, was paid to Shareholders on 13 August 2024.

The Board is also pleased to recommend a further final dividend of 3.5 pence per share for the financial year ended 30 September 2024. This dividend, if approved by Shareholders at the Company's forthcoming AGM, will be payable on 21 February 2025 to Shareholders on the register as at 3 January 2025. In addition, the Board has declared a special dividend of 6.0 pence per share as a result of the M&A activity that led to the disposal of our shareholdings in Mattioli Woods and Keywords Studios during, and shortly after, the period end. This interim dividend will be payable alongside the final dividend on 21 February 2025.

Total dividends in respect of the financial year ended 30 September 2024, including these significant special dividends are therefore expected to be 24.2 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 2023 to 30 September 2024, the Company bought back 5,205,225 of its own Ordinary Shares for cancellation, at an average price of 93.4 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 26 January 2024. The Offer was again strongly supported and closed, fully subscribed, on 15 February 2024. The total raised, net of all costs, was £19.5 million and resulted in the issue of 18.7 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 2024, there were 190,437,026 Ordinary Shares in issue.

New Offer

On 27 November 2024, the Company announced the intention to launch an Offer for Subscription to raise up to £25 million through the issue of new ordinary shares. The prospectus, which will contain the full details and terms and conditions of the Offer, is expected to be available in January 2025.

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 are 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 100% of total assets as of 30 September 2024. 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, PricewaterhouseCoopers ("PWC"), 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 new government's swift action to extend the State Aid rules for venture capital trusts until 2035.

Board changes

Jeremy Hamer will not be seeking re-election at the forthcoming AGM. We would like to take this opportunity to thank Jeremy for his invaluable service as a Non-Executive Director and Audit Committee Chair of the Company.

We also take this opportunity to welcome Julian Bartlett, who was appointed to the Board as a new Non-Executive Director on 2 October 2024. Jeremy's wealth of experience and wise counsel will be difficult to replace; however, we are pleased to have secured such a highly experienced director in Julian, following an extensive and open executive search process.

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 12 February 2025. Full details of the AGM including; location, timing, and the business to be conducted, are given in the Notice of the Meeting on pages 92 and 93 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 92 and 93 of the Annual Report using the proxy form, or electronically at https://unicorn.city-proxyvoting.uk. The Board has carefully considered the business to be approved at the AGM and recommends that Shareholders vote in favour of all the resolutions being proposed.

Outlook

The current financial year is expected to reflect many of the same themes that have shaped recent performance, with investor sentiment toward smaller quoted companies likely to remain fragile. The Company is, however, well-positioned to navigate this environment, benefiting, as it does, from a diversified portfolio that has consistently demonstrated resilience.

The Investment Manager is seeing early indications of renewed investor interest in the AIM, driven by attractive valuations. The IPO market has also shown modest signs of recovery, with several new companies preparing to list. The Investment Manager remains highly selective, ensuring that new investments align with the Company's long-term growth strategy. This disciplined approach, coupled with an improved deal pipeline, suggests promising opportunities for capital deployment in the coming year.

The Budget on 30 October 2024 brought in a number of measures that will impact UK businesses in general, and AIM- listed Companies in particular. The 1.2% increase in Employers' NI, coupled with the reduction in earnings thresholds on which it is paid, will have a negative effect on all businesses that employ more than a handful of people. The increase in CGT to 24% and the increase in rates for Business Asset Disposal Relief, and Entrepreneurs/Investors Relief to 14% next year and 18% the year after, may well discourage current and potential entrepreneurs from taking on risk to grow existing businesses or start new ones. Finally, AIM-listed shares will be partially brought inside the net for Inheritance Tax purposes with Business Relief applying to only 50% of their value. This may well reduce the attractiveness of AIM shares to potential investors and have a detrimental effect on the AIM in general. Meanwhile, making assets held in pension schemes subject to Inheritance Tax from April 2027 may also alter attitudes to long-term saving and investor behaviour. It is possible that the prospect of paying 40% Inheritance Tax on pension assets, may encourage the wealthy to mitigate tax liabilities by increasing their exposure to AIM-listed stocks, where partial relief will at least remain available. Nonetheless, it is currently hard to see how any of these measures are going to stimulate much needed economic growth.

Nevertheless, the Board shares the Investment Manager's confidence that the investment portfolio is well-positioned to deliver capital gains as and when market conditions improve.

Although near-term headwinds persist, the Board remains cautiously optimistic about the outlook. The Company's strategic positioning within high-growth sectors, combined with an expanding pipeline of investment opportunities, places it in a strong position to capture any recovery in market value and deliver meaningful capital growth for Shareholders.

Tim Woodcock

Chair

5 December 2024

Investment Manager's Review

Introduction

The twelve-month period ended 30 September 2024 was a challenging period for the Company in both absolute and relative performance terms. The Company's net asset value total return of +0.3% in the financial year, compares to a total return of +3.9% for the AIM Index over the same period.

While this is a slightly disappointing relative performance, it was largely the result of a clear gulf in performance between the largest and smallest companies listed on AIM. The FTSE AIM 50 Index, which represents the fifty largest companies on AIM, registered a total return of +9.2% over the twelve-month period. Meanwhile, the Company's performance remains governed by its requirement to invest in early-stage, scale-up companies. Unfortunately, the conditions for these smaller companies remained challenging, making it harder for our portfolio of investee companies to outperform the larger more established companies on AIM.

The financial year commenced with high levels of economic and geopolitical uncertainty. The UK economy entered a mild technical recession in the second half of 2023, reporting a small decline in quarterly gross domestic product ("GDP") for two consecutive quarters. Also, in September 2023, the UK consumer price index ("CPI") was running at an annual inflation rate of 6.7%, more than triple the 2% level set by the Government as a target for the Bank of England ("BoE") to reach and maintain. As inflation continued to pose a serious threat to economic growth, the BoE initiated the sharpest rate hiking cycle for many decades, which saw the Bank Rate peak at 5.25% in September 2023. Politically, the UK has also now experienced five Prime Ministers in just seven years, reflecting persistent instability in the post-Brexit era.

Globally, geopolitical risks remained at elevated levels throughout the period under review including: the war of attrition being waged by Russia against Ukraine in Europe, the resurgence of conflict in the Middle East between Israel and a number of Iranian backed militant groups, and growing tensions between China and Taiwan in the Far East.

Set against this volatile and unpredictable macro-economic backdrop, it was somewhat surprising to see global stock market indices rally so strongly during the financial year, from a low point reached in October 2023. US equity indices registered notably strong returns over the twelve-month period, as investors bet that the US Federal Reserve would successfully navigate macro- economic challenges and guide the American economy to a so- called 'soft-landing', thereby reducing inflation without putting the economy into recession. The S&P 500 Index registered a total return of +36.3% over the twelve months ended 30 September 2024. Meanwhile, the NASDAQ Composite Index posted a total return of +38.7% over the same period. Most notably, Nvidia's stock price surged by over +179%, as investors concluded that demand for its computer chips would continue to strengthen significantly in an effort to satisfy the phenomenal growth in generative AI computing power.

In the UK, over the same twelve-month period, equity market performance was led by the FTSE 250 (excluding Investment Trusts) Index, which recorded a total return of +21.4%, followed by the FTSE 100 Index, which delivered a total return of +12.4%. The strong performance of the mid-cap index reflected positive contributions from sectors most sensitive to a reduction in interest rates including: Non-Banking Financial Services, Real Estate and House Builders. Meanwhile, the UK's large-cap index also benefited from its large weighting in Banks and Defence sectors, which both performed strongly. Banks have benefited from the higher interest rate environment, which enabled them to earn a greater net interest margin on their loans. Ongoing geopolitical tensions fuelled a significant increase in defence spending by NATO countries, driving strong order intake at BAE Systems, among others.

However, investor appetite for backing UK smaller companies, particularly AIM listed shares, remained muted, and was clearly reflected in the much lower +3.9% total return registered by the AIM Index over the same twelve-month period. This divergence in performance underscores the persistent re-allocation of capital by investors away from smaller, higher risk, higher growth companies listed on AIM and towards large, more liquid, and globally diversified businesses in the UK and US equity markets. The AIM Index as at 30 September 2024 was almost 44% below its previous peak level reached in September 2021. Clearly, a sharp improvement in investor appetite for AIM-listed shares is necessary for this situation to change for the better.

Headwinds to equity performance subsided during the second half of the Company's financial year ended 30 September 2024. Inflation fell steadily to reach 2.2% in August 2024 and the BoE implemented its first interest rate cut since 2016, signalling the start of a new phase of easing monetary policy. This scenario should ultimately help support the performance of smaller AIM listed companies via lower borrowing costs and a more benign inflationary cost environment. M&A activity also grew during the year, as private equity investors and larger corporations were increasingly attracted by the generally depressed valuations of AIM listed companies.

The Labour Party's victory in July's General Election ought to bring about a more stable political outlook for the UK. One of the new Government's key pledges is to increase levels of investment in areas that will drive economic growth. The Chancellor, Rachel Reeves has however repeatedly stated that the new Government inherited a 'black hole' in the public purse and is now implementing plans to progressively increase taxation to help fund further increases in public sector expenditure. Investor concern surrounding the possible removal of tax reliefs also led to weaker sentiment towards AIM stocks in particular.

Net Asset Performance

As at 30 September 2024, the audited net assets of the Company amounted to £199.4 million, which equates to a decline of £12.5 million during the twelve-month period under review.

The audited Net Asset Value per Share was 104.7 pence as at 30 September 2024, which represents a capital decline (excluding dividends paid) of -14.6% on the closing NAV per share of 122.6 pence as at 30 September 2023. After adding back dividends paid during the financial year, the Net Asset Value ("NAV") Total Return of the Company was +0.3%.

Despite the substantial net proceeds received from a fully subscribed Offer for Subscription together with a positive return generated by the Company's investment portfolio, net assets registered a decline overall during the period under review. This decline was largely due to the £32.0 million in dividends that were paid to Shareholders in the period. A further £4.9 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 reduced in 2024 in comparison to previous years, 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 since the proceeds from the Offer for Subscription were received. While the short-term performance of these new VCT qualifying investments has been volatile, the Investment Manager believes the current portfolio of investments is particularly well-positioned to deliver meaningful long-term growth in net assets.

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 market values, which is particularly disappointing since it follows on from the significant share price declines experienced in the prior financial year. The Company's holdings in early-stage, scale-up businesses, including those in the Life Sciences, Technology and Pharmaceutical sectors, came under particular pressure since they typically require multiple funding rounds, and were therefore 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. Several of these more mature investee companies received take-over approaches during the year. Notably, the Company's long-standing holdings in Mattioli Woods, Keywords Studios, City Pub Group and Belvoir Group all received recommended takeover offers at healthy premia to their underlying share prices. Given the current circumstances, it seems likely that the Company will continue to experience elevated levels of takeover activity amongst its portfolio of investments.

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 further 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 10 non-qualifying investments. These investments are spread across 27 different sectors.

A review of the ten most meaningful contributors to performance from VCT qualifying investments (both positive and negative) follows:-

Largest Contributors

Hasgrove (20.2% of net assets, +£17.4 million) is an unquoted holding company, which wholly-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.

In its most recent results for the financial year ended 31 December 2023, Hasgrove reported revenue growth of over 26% to £37.0 million and operating profit growth of 19% to £9.6 million, when compared to its prior financial year. Hasgrove continues to perform strongly, with profits growth continuing to exceed expectations, a growing customer base, and an accelerating stream of highly predictable recurring revenues. As a consequence of this continued strong financial and operational performance, the carrying Fair Value of the Company's investment in Hasgrove was raised to £40.3 million, representing an increase of +70.8% on the closing Fair Value of £23.6 million as at 30 September 2023.

Cohort (5.7% of net assets, +£5.5 million) is a defence technology group, focused on providing advanced solutions in defence, security, and related markets. Through its subsidiaries, it delivers innovative services such as electronic warfare systems, cyber security, and surveillance technologies. These capabilities support critical operations for defence organisations worldwide, ensuring enhanced safety and security across complex and high-risk environments.

In its most recent annual results for the financial year ended 30 April 2024, Cohort reported record revenues, operating profits, and order intake levels. Its current order book underpins over 90% of forecast revenues for its current financial year and management expect another year of good growth. Cohort also announced five substantial contract wins during the year totalling over £45 million in additional revenues.

Mattioli Woods (sold in year, +£2.3 million) is a specialist provider of wealth management and employee benefits services. Mattioli Woods offers tailored financial planning, asset management, and advisory solutions for individuals and corporate clients. Through its expertise in pension consultancy and investment strategies, Mattioli Woods ensures long-term financial security and growth, addressing the diverse needs of its clients across the UK.

In March 2024, Mattioli Woods announced the terms of a recommended takeover offer from Pollen Street Capital, a UK listed private equity firm, specialising in investments within the financial services sector. The offer valued Mattioli Woods at approximately £432 million, or 804 pence per share, which represented a 34% premium over Mattioli's closing price prior to the announcement. The transaction completed on 2 September 2024, generating proceeds of £7.8 million and realised a capital profit on book cost of £6.1 million.

Belvoir Group ("Belvoir")/The Property Franchise Group ("TPFG") (3.2% of net assets, +£2.3 million) is a UK based franchised property services company that specialises in residential lettings and sales through a network of franchisees. In January 2024, Belvoir announced a recommended all-share merger with TPFG to form one of the UK's largest multi-brand lettings and estate agency groups, integrating both companies' networks and services. Under the merger terms, Belvoir shareholders were entitled to approximately 48.25% of the combined entity, valuing Belvoir at around £110 million pre-merger. The transaction completed in March 2024, and we received new shares in TPFG in exchange for our shares in Belvoir. Following receipt of these shares, we disposed of the portion of shares which were non-qualifying and retained the qualifying element.

Keywords Studios ("Keywords") (3.0% of net assets, +£2.2 million) is a leading provider of creative and technological solutions for the video games and entertainment sectors. Keywords' offerings include: game development, art creation, audio production, quality assurance testing, localisation, and marketing services. Its comprehensive solutions ensure the smooth production and global distribution of engaging content, significantly enhancing player experience, and contributing to the success of top gaming titles worldwide.

Following a number of unsolicited and rejected bids from EQT, a global private equity firm, Keywords announced in July 2024 a final, recommended takeover offer, which valued Keywords at approximately £2.1 billion, or 2,450 pence per share, reflecting a premium of 66.7% over the closing price prior to the initial announcement. This offer completed on 23 October 2024, generating proceeds of £6.0 million and a realised gain of £5.7 million.

City Pub Group (sold in year, +£1.7 million) is a UK-based pub company that owns and manages a portfolio of over fifty pubs located in the southern regions of England and Wales.

In November 2023, Young & Co's Brewery ("Young's") announced a recommended takeover offer for City Pub Group valuing the company at approximately £162 million, or about 1,110 pence per share, reflecting a 46% premium over the company's closing share price prior to the announcement. The offer was satisfied through a combination of cash and new Young's shares. The transaction completed on 4 March 2024 and resulted in cash proceeds of £4.2 million and realised a profit on the Company's book cost of the holding in City Pub Group of £0.6 million. Following receipt of the new Young's shares, the Investment Manager disposed of the portion of shares that were non- qualifying and retained the qualifying portion of shares.

Anpario (3.1% of net assets, +£1.4 million) is a leading provider of natural animal health products. Anpario develops and manufactures innovative solutions for poultry, livestock, and aquaculture, focusing on nutritional additives and biosecurity measures. Anpario's range of products aim to enhance the health and welfare of farm animals, while promoting sustainable farming practices.

Anpario recently released positive interim results, which covered the period ended 30 June 2024. These results highlighted a recovery in global agricultural markets, leading to an improvement in sales volumes and a stabilisation of raw material costs. As a result, Anpario experienced strong growth in revenue (+11% to £17.0 million) and pre-tax profits (+53% to £2.1 million) year-on-year. Management also indicated a robust start to the second half of the year, with a sustained recovery in volumes across all product lines.

SulNOx Group (1.2% of net assets, +£1.0 million) specialises in providing responsible solutions for decarbonising liquid hydrocarbon fuels. SulNOx's natural, biodegradable fuel additives effectively reduce harmful greenhouse gas emissions.

SulNOx's results for the year to 31 March 2024 reported record turnover of £0.5 million as the business won its first sales of product to marine customers. Despite operational losses, SulNOx's now has positive business momentum, is expanding its operations globally and has added new board members with expertise in the marine sector. SulNOx has identified potential growth opportunities in the African, Asian, US, and European markets. In a recently released, independent report, the results of a generator-based study, unequivocally demonstrate commercially meaningful fuel savings and emissions reductions, which should assist SulNOx to achieve further commercial traction.

Animalcare Group (1.9% of net assets, +£0.9 million) is an international veterinary sales and marketing organisation which is headquartered in York. In April 2024, Animalcare released results for the financial year ending 31 December 2023, which reported an improved trading performance driven by management's focus on growing sales of its more popular and more profitable products in the group's portfolio. This approach facilitated an improvement in gross margins and improved cash generation. The group also disposed of its stake in Identicare, which is a UK-based pet microchipping business, for a cash consideration of circa £25 million. Management intends to prioritise growth in the animal pharmaceuticals business, via a combination of organic and acquisitive investment opportunities. In September 2024, Animalcare announced interim results for the six months ended 30 June 2024, which reported a continued positive trading performance and outlook.

Incanthera (1.4% of net assets, +£0.9 million) is a UK-based dermatology company currently wholly focused on commercialising a range of luxury skincare targeted solutions. A recently announced partnership agreement with Marionnaud has resulted in an exclusive Europe-wide product launch and underscores the growth potential of their proprietary Skin + CELL brand. Incanthera's specialist expertise in formulation and delivery, coupled with a significant market opportunity, positions the business well for rapid revenue growth. In order to fund the short-term increase in working capital, the business has strengthened the balance sheet by way of a further funding round of £1.1 million, in which we were pleased to participate.

Largest Detractors

Oxford Biodynamics ("OBD") (0.4% of net assets, -£5.8 million) is a biotechnology company dedicated to advancing healthcare by creating and distributing precision tests for life-changing diseases. OBD's pioneering EpiSwitch technology is acknowledged for its ability to assist in a more accurate diagnosis of prostate cancer. OBD's Prostate Screening Test (PSE) was launched ahead of schedule earlier this year and has received approval codes for reimbursement in the US by health insurers. However, a laboratory expansion and an increased investment in sales & marketing capacity, resulted in high levels of cash outflows during the financial year. In March 2024, OBD raised a further £10 million despite the difficult market conditions. In October 2024, OBD's management team announced a strategic review of the business, including a material reduction in costs in an effort to maximise the cash runway. Nonetheless, it is likely that OBD will require additional funding by early 2025. OBD's management team will be providing an update on the progress of the strategic review in due course.

Surface Transforms (0.0% of net assets, -£4.7 million) is a manufacturer of carbon fibre ceramic brake discs for the automotive industry. Surface Transforms has faced extreme challenges over the past year and slowly improving levels of manufacturing output have been insufficient to meet the forecast, and necessary levels of revenue growth. The implementation of capacity upgrade projects has taken longer, and cost more than originally anticipated. This has resulted in increased operational and working capital costs, which have led to a material decline in the company's cash balance. Revenues for the financial year ending 31 December 2024 are likely to fall significantly short of prior expectations and management have since enacted measures to carefully manage working capital, while also reviewing all available future funding options.

Tracsis (4.5% of net assets, -£4.3 million) is a leading provider of software, hardware, data analytics and services for the rail, traffic data, and wider transport industries. Products and services provided by Tracsis help their customers improve the efficiency and safety of their operations, reduce costs, make better decisions, and improve customer service. During the summer, Tracsis warned that its business had been negatively affected by a period of pre-election inactivity, which imposed restrictions on spending across central government, local authorities, and train operating companies. Current fiscal year revenue forecasts were trimmed by circa 5%, however, earnings forecasts were cut by a more substantial 30%, reflecting Tracsis's relatively high fixed cost base. In counterbalance to this setback, the management team emphasised that overall momentum in the group remained strong and that the market opportunity for its rail enterprise software continues to grow.

Avacta Group (1.0% of net assets, -£3.1 million) is a biopharmaceutical company focused on developing innovative cancer therapies and diagnostics using its proprietary Affimer® technology. In its recent interim results, Avacta reported strong progress with its Phase 1a clinical trial for AVA6000, supported by a successful fundraise of £30 million earlier this year. Management emphasised that both preclinical studies and ongoing clinical data support confidence in the broader potential of its pre|CISION™ platform. Additionally, a process is underway to divest its diagnostics division to sharpen focus on the therapeutics division.

Aurrigo International ("Aurrigo") (2.9% of net assets, -£2.8 million), is a leading global provider of innovative transport technology, specialising in autonomous and semi-autonomous solutions. Aurrigo's patented products and services tackle the ongoing transport issues that the aviation industry around the world is still facing due to labour shortages caused by the COVID pandemic. In November 2023, Aurrigo secured an additional £3.84 million, including £1.5 million from the Company, to support its development plans. This important funding round was completed at a significant discount to the underlying share price, immediately prior to the announcement of the latest investment round. Since then, Aurrigo has released half- year financial results, which confirmed significant growth in revenues in both its Autonomous and Automotive divisions. Total revenues increased by 26% (£3.9 million), gross profit was up 100% (£1.4 million). Cash reserves were £1.8 million. Aurrigo's management team anticipates delivering significant growth in revenues during the 2025 financial year. Meanwhile, by exerting a tight control of overheads, management is confident that margins will improve during the remainder of the current financial year.

Directa Plus (0.5% of net assets, -£2.4 million) is a leading supplier of graphene, an innovative material with a wide range of applications across a variety of industries including consumer, energy, automotive, and aerospace. Directa Plus reported lower sales and profitability in its most recent interim results, reflecting a variety of challenges, including a delayed start to a key contract, the cessation of lower-margin contracts and a temporary slowdown in orders from a major workwear client. Despite these short- term setbacks, Directa Plus remains focused on strengthening its commercial capabilities, driving growth through production efficiencies, cost restructuring, and converting contracts from its growing pipeline of opportunities.

Destiny Pharma (0.0% of net assets, -£2.0 million) is a biotechnology firm focused on creating innovative anti-infection solutions. Its lead product, XF-73 Nasal, is an antimicrobial gel designed to prevent post-surgical infections and currently remains in late-stage development.

In July 2024, Destiny Pharma's Board came to the conclusion that staying on public markets hindered their ability to secure adequate funding for the Phase 3 clinical trials of this product. Despite the strong market potential of XF-73 Nasal, the company has faced challenges in raising further capital and delays in securing a commercially viable licensing deal. Given limited funding opportunities in public markets and significant cash constraints, the Board concluded that transitioning to private ownership would enhance access to the necessary capital.

Unfortunately, this initiative was unsuccessful and, on 22 August 2024, Destiny Pharma entered administration, having failed to secure the necessary capital from alternative sources. At this point, the value of our investment in Destiny Pharma was written down to zero.

Lunglife AI (0.2% of net assets, -£1.7 million) is a biotechnology company focused on using artificial intelligence to improve the early detection and diagnosis of lung cancer. By analysing lung samples using its proprietary algorithms, Lunglife aims to enhance diagnostic accuracy and ultimately improve patient outcomes. Despite past delays in the clinical development of its diagnostic tests, LungLife AI is now laying the groundwork for commercial progress. The company has secured a reimbursement code and favourable Medicare pricing for its test, coupled with initial orders generated from its early access program, indicating increasing interest from physicians. LungLife AI is actively seeking to secure funding from a strategic partner, while also implementing effective cost-control measures to extend its current cash runway.

Arecor Therapeutics ("Arecor") (0.4% of net assets, -£1.5 million) is a clinical-stage biopharmaceutical company focused on developing novel therapies through its proprietary Arestat™ technology. Arecor's portfolio includes next-generation insulin therapies and other advanced biologics, which target unmet medical needs across a range of therapeutic areas.

During the period under review, Arecor achieved notable pipeline advancements and secured a further £6 million in funding. Although the fundraise led to a decline in the company's share price, Arecor has since reported encouraging Phase I clinical results for AT278, showcasing its potential to significantly improve outcomes for diabetic patients. Discussions are currently underway to secure a development partner for this key asset.

Tribe Technology ("Tribe Tech") (0.4% of net assets, -£1.0 million) specialises in the development and manufacture of autonomous mining equipment. Tribe Tech has made significant progress in developing its autonomous drill rig and sample system products. The company has successfully manufactured its first drill rig for Master Drilling, a mining contractor, and is currently manufacturing a second drill rig for Anglo American, a global mining corporation. However, delays in delivering the first drill rig to Master Drilling have resulted in much needed revenue generation slipping into 2025. Tribe Tech raised a further £1.41 million in June 2024 via the issue of new shares and a Convertible Loan Note. The company's management team has also enacted cost reductions to preserve working capital where possible.

Non-Qualifying Investments

The non-qualifying investments in the portfolio are typically made in larger, more liquid quoted companies that are listed on the FTSE 350 Index. Non-qualifying investments are normally held in the portfolio in lieu of cash, allowing us to generate additional dividend income for future distribution to Shareholders while awaiting suitable VCT qualifying investment opportunities. In the main, these investments performed satisfactorily during the period under review.

During the twelve-month period ended 30 September 2024, the Investment Manager continued to take advantage of the attractive yields available on short-term money market funds to generate additional income. While short-term bond yields remain high, we expect this to remain an attractive means of generating additional income at minimal risk, while awaiting suitable VCT qualifying opportunities.

Offer for Subscription

The fully subscribed Offer for Subscription that closed in February 2024, 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. IPOs were largely absent during the twelve-month period. By number, the majority of the fund-raises in which we participated were in companies in which we already held an equity stake and were designed to provide additional capital to enable them to accelerate their development plans. A total of £5.9 million was invested in these follow-on funding rounds, across nine qualifying companies already held in the portfolio.

In addition, five VCT qualifying investments were made in businesses already listed on AIM or the Aquis Exchange, but which were new introductions to the Company's portfolio. In total, £7.5 million was invested in these VCT qualifying companies.

As highlighted in the table below, the VCT qualifying investments made during the financial year have delivered disappointing initial returns, which starkly illustrates the difficult market conditions for small, early-stage AIM- listed businesses. The standout performer in a positive sense, was our investment in Incanthera, which has generated strong short-term gains.

	Trade Date	Cost £	Value at 30 September 2024 £	Profit/(loss) £	Return %
NEW INVESTEE COMPANIES
Eden Research	6 October 2023	1,500,000	900,000	(600,000)	(40.0)
SkinBioTherapeutics	22 November 2023	1,500,000	848,684	(651,316)	(43.4)
Equipmake Holdings	15 February 2024	1,500,000	625,000	(875,000)	(58.3)
EDX Medical Group	4 March 2024	1,000,000	791,667	(208,333)	(20.8)
Incanthera*	21 June 2024	2,000,000	2,933,333†	933,333†	46.7
Total		7,500,000	6,098,684	(1,401,316)	(18.7)
FOLLOW ON INVESTMENTS
Aurrigo International	20 November 2023	1,500,000	1,125,000	(375,000)	(25.0)
Verici DX	20 February 2024	1,000,000	722,222	(277,778)	(27.8)
PCI-PAL	18 March 2024	123,064	102,846	(20,218)	(16.4)
LungLife Al	22 March 2024	755,000	215,714	(539,286)	(71.4)
Oxford Biodynamics	5 April 2024	748,201	267,690	(480,511)	(64.2)
Polarean Imaging	17 June 2024	350,000	507,500	157,500	45.0
Tribe Technology Conv LN 7.5%	26 June 2024	600,000	600,000	-	-
Directa Plus	1 July 2024	640,000	391,111	(248,889)	(38.9)
Oberon Investments Group	9 August 2024	224,400	192,343	(32,057)	(14.3)
Total		5,940,665	4,124,426	(1,816,239)	(30.6)

* During the period, sales were made realising a gain of £40,774.

† Based on original investment.

While initial performance has been disappointing, the Investment Manager believes that each of these 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, which the Investment Manager fully supports, 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.

Realisations

In aggregate, £0.9 million was raised from the partial disposal of VCT qualifying shares during the period. A further £37.8 million was received in net proceeds from VCT qualifying investments, which were fully disposed as a consequence of M&A activity. These corporate exits realised an aggregate gain on book cost of £29.1 million.

The largest corporate exit was Abcam, which was acquired by Danaher Corporation. This transaction completed in December 2023, generating net proceeds of £20.3 million and a realised capital gain on remaining book cost of £19.2 million. As a reminder, the Investment Manager has also realised very substantial capital profits throughout the 18 year investment holding period, by making a series of regular partial disposals of shares in Abcam. The Company's initial investment in Abcam was made in November 2005.

Other corporate takeovers of VCT qualifying investments, which completed during the twelve-month period, included: Mattioli Woods, Instem, Smoove and City Pub Group. In aggregate, these four additional exits generated net proceeds of £17.4 million and realised capital gains of £11.1 million on book cost.

Corporate actions also resulted in the full exit of non-qualifying investments. These included the takeover of non-qualifying shares in City Pub Group, which generated net proceeds of £1.2 million and a realised loss on book cost of £0.1 million. The Company also tendered its non-qualifying shares in Gama Aviation, ahead of Gama's delisting from AIM, which generated proceeds of £0.3 million and a realised loss of £0.5 million. A qualifying stake in Gama Aviation was retained in the portfolio as an unlisted investment.

Outlook

The headwinds faced by the UK economy over recent years finally appear to be abating. Inflation is moderating and the 'core' Consumer Price Index (CPI) is expected to soften further to 2.2% in 2025 and 2.1% in 2026. Core CPI is an important indicator of economic health, which is closely monitored by the Bank of England since it excludes the highly volatile costs of energy and food.

Provided that the downward trend in inflation continues, the Bank of England is expected to continue to reduce interest rates beyond the initial 25 basis point reduction made in August 2024. Market forecasts currently indicate the potential for an additional 50 basis point reduction to 4.5% by the end of 2024. Declining interest rates should help to support listed company valuations, particularly those at the smaller end of the market capitalisation range.

Following years of political disruption and uncertainty, the election of a government with a large majority should provide stability and boost levels of confidence among retail and institutional investors. It is to be hoped that the UK becomes more widely perceived as being an attractive place in which to invest. However, near-term optimism has recently been tempered in the aftermath of the new Chancellor's first Budget. While anticipated reductions in the tax reliefs enjoyed by certain AIM businesses did not fully materialise, other aspects of the Budget were clearly designed to rapidly increase HMRC's overall tax take. This is disappointing, especially given the Labour Party's pro-growth and pro-business rhetoric prior to the General Election.

Globally, geopolitical risks remain significant. Conflict between Russia and Ukraine is likely to grind on. Elsewhere, dramatic escalation of military conflict in the Middle East, poses a threat to stability throughout the Middle East region. In Asia, increasing military tension between China and Taiwan may lead to global economic and supply chain disruption or, in the worst-case scenario, military conflict. The outcome of these risks, and the effects they may have on equity markets, is highly unpredictable. However, the Investment Manager takes comfort from the diversified nature of the portfolio, which has always demonstrated resilience in previous periods of extreme market dislocation.

In the meantime, the portfolio of investee companies remains in reasonably good health. Importantly, most of these businesses remain well-funded and are operating with balance sheets that are sufficiently robust to enable them to successfully navigate a further period of economic and equity market uncertainty.

Overall, IPO activity on AIM is likely to take longer to recover than previously expected. However, VCT qualifying pipeline opportunities 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.

Chris Hutchinson

Unicorn Asset Management Limited

5 December 2024

Financial and Performance Review

Net Assets

As at 30 September 2024, the audited net assets of the Company were £199.4 million, compared to £211.9 million on 1 October 2023. The decline in total net assets was primarily due to the distribution of dividends to Shareholders. This was partially offset by the support received from new and existing Shareholders under the Offer for Subscription, which raised £19.5 million net of costs and the reinvestment in the DRIS.

Performance during the year

As at 30 September 2024, the audited NAV of the Company was 104.7 pence per share, having fallen by 17.9 pence from 122.6 pence per share at the start of the financial year under review, compared with a fall of 12.2 pence per share in the year ended 30 September 2023. After adding back dividends of 18.2 pence per share paid in the year, the total return to Shareholders increased by 0.4 pence or 0.3% compared with a decrease of 5.7 pence or 4.3% in the previous year. In comparison, the total return from the FTSE AIM All-Share Total Return Index was an increase of 3.9% over the year to 30 September 2024 (2023: 8.3% decline).

At the financial year end, there were 79 active VCT qualifying and 10 non-qualifying investments held in the portfolio. These investments are spread across 27 different sectors.

In the year to 30 September 2024, a total of £85.3 million was realised through the sale of investments (including transfers from money market funds of £39.5 million), approximately £66.9 million was deployed in new investments (including transfers into money market funds of £37.5 million) and approximately £32.0 million was paid out as dividends to Shareholders. A further £4.7 million was spent on the operating costs of the Company and £4.9 million on share buybacks.

Share Issues and Buybacks

The Company raised £19.5 million (after costs) through an Offer for Subscription and issued 18,692,025 shares at prices ranging from 106.97 pence to 110.38 pence per share depending on initial commissions paid by investors to their advisers. Full details are given in Note 13 on page 78 of the Annual Report.

In addition, the Company allotted 4,074,070 shares under the Dividend Reinvestment Scheme ("DRIS") at an average price of 107.16 pence per share.

During the year a total of 5,205,225 (2023: 3,398,754) shares representing 3% of the opening share capital, were bought back for cancellation, at an average price of 93.86 pence per share (including costs), for a total cost of £4.9 million (2023: £3.8 million).

Total Return

The Company generates returns and losses from both capital growth and dividend income. For the year ended 30 September 2024, the total gain was £0.6 million (2023: loss £10.6 million), of which there was a £0.5 million loss (2023: £11.1 million loss) from capital and a £1.1 million gain (2023: £0.5 million gain) from revenue. Full details of the total return can be found in the Income Statement on page 65 of the Annual Report. The Company's allocation of expenses is described in Note 1 (g) on page 71 of the Annual Report.

The total net gains per share were 0.3p (2023: losses 6.2p). The total net gains per share were made up of 0.3p loss from capital and 0.6p gain from revenue.

Revenue Return

The income of £2.9 million (2023: £2.3 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 £191.6 million (2023: £207.5 million). The investment portfolio delivered realised gains on disposals of £5.7 million (2023: £1.0 million) and unrealised valuation losses on investment of £3.3 million (2023: £9.0 million). The valuation basis of the Company's investments is described in Note 1 (d) on pages 69 and 70 of the Annual Report.

Ongoing Charges and Running Costs

The Ongoing Charges of the Company for the financial year under review was 2.3% (2023: 2.2%) of average net assets, which remains below the cap of 2.75%.

The total expenses amounted to £4.7 million (2023: £4.9 million) and include investment management fees of £3.9 million (2023: £4.2 million), Directors' fees of £0.1 million (2023: £0.1 million), administrative service fees of £0.2 million (2023: £0.2 million) and other third-party service providers' fees of £0.2 million (2023: £0.2 million).

Under the revised management agreement effective from 1 October 2018 and the side letter effective from 1 January 2022 and as shown in Note 3, the Investment Manager receives a management fee of 2% per annum of net assets up to £200 million, 1.5% per annum of net assets in excess of £200 million and 1% in excess of £450 million (other than on investments in OEICs managed by the Investment Manager). Other expenses are shown in Note 4 on page 73 of the Annual Report.

Further information in respect of the Company's performance can be found in the Financial Highlights above.

Cash and Cash Equivalents

During the year the Company increased its cash balances through the Offer for Subscription and the sale of investments. This was offset by the purchase of investments, the payment of running costs, share buybacks and dividends and at the year end the cash balance had decreased to £4.4 million (2023: £5.4 million). In addition, £10.1 million (2023: £12.1 million) was held in money market funds.

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 cumulative total Shareholder return

-      Earnings per share

-      10 year annual and cumulative total return

-      5 year NAV and share price comparison

-      Running costs

Further details can be found on pages 24 and 25 of the Annual Report.

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 90 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 (five from 2 October 2024). 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 26 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 26 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 (previously 70%) of the Company's total assets are to be invested in qualifying investments of which 70% by VCT value (30% made in respect of investments made before 6 April 2018 from funds raised before 6 April 2011) 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 (previously 70%), 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 43 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 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 87 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, help modestly to enhance NAV per share for continuing Shareholders.

3.    Implementing share buybacks on a regular basis helps to control 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 pages 22 and 78 of the Annual Report. At the financial year end, the Company's shares were quoted at a mid-price of 93.5 pence per share representing a discount to NAV per share of 10.7%.

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 80 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. Balance sheet reconciliations, asset valuations and VCT qualification being examples of such reviews.

Two additional initiatives have been worked on this year in relation to risk.

•    Firstly, the Audit Committee has further developed its scenario planning in order to greater understand our vulnerability to a combination of adverse events and the necessity for further mitigating actions.

•    Secondly, we have been documenting for the first time our 'risk appetite' in relation to each of our 7 key risks in order to guide both our service providers and our own actions. We have categorised our appetite as either Low, Medium or High and the current position is detailed below.

Risk Appetite	Risk	Possible consequence	How the Board monitors and mitigates risk	Movement in risk during the year
Investment - High Strategy - Low but rising	1. Investment and strategic risk	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
Low	2. Regulatory and tax risk	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, the Company Secretary and Administrator. The Company's VCT qualifying status is continually reviewed by the Investment Manager and Administrator. PricewaterhouseCoopers LLP has been retained by the Board to undertake a bi-annual independent VCT status monitoring role.	No change
Low	3. Operational risk	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 on a monthly basis. The Board discusses succession planning with its key service providers.	No change
Low	4. Fraud, dishonesty and cyber risks	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 our 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
Low	5. Financial Instrument risks	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 80 to 85 of the Annual Report.	No change
High	6. Economic and political risks	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. Labour and material shortages may affect the value of the Company's investments. Russia's invasion of 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
High	7. Black Swan events	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.	No change

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 indicated his intention to step down at the AGM in 2025. The Board engaged an external recruitment agency with a view to making an appointment. During this process the Board undertook an assessment of key skills the suitable candidate should possess, furthermore, it was agreed the process would also take account of Board diversity. On 2 October 2024, Julian Bartlett was appointed to the Board. The Company will continue to look to refresh its Board and will take into account regulatory guidance on diversity when making future appointments.

Diversity

The Board is aware of the requirement of Listing Rule 9.8.6R and 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 (five from 2 October 2024) 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: [e-mail].

Environmental and social responsibility

Full details of the Company's and Investment Manager's approach can be found on page 32 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 43 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. The last review was performed in November 2024.

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 March 2024 and under the DRIS in August 2024.

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: £19.1 million invested in non- qualifying, fully listed shares which are readily realisable, a further £14.1 million in daily dealing open ended funds, and £4.4 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 2.3% 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 on pages 33 and 34 of the Annual Report 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 2.3% 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 and 1.5% of net assets in excess of £200 million. In November 2021 the Company entered into an agreement with the Investment Manager to reduce fees to 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

5 December 2024

EXTRACT FROM DIRECTORS' REPORT

Share Capital

At the year-end there were 190,437,026 (2023: 172,876,156) 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 on page 22 and in Note 13 on page 78 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 190,437,026 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 2024, the Company held cash balances of £4.4 million, £19.1 million in fully listed stocks and £14.1 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. 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 profit 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

5 December 2024

NON-STATUTORY ACCOUNTS

The financial information set out below does not constitute the Company's statutory accounts for the years ended 30 September 2024 or 30 September 2023 but is derived from those accounts. Statutory accounts for the year ended 30 September 2023 have been delivered to the Registrar of Companies and statutory accounts for the year ended 30 September 2024 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 2024

		Year ended			Year ended
		30 September 2024			30 September 2023
	Notes	Revenue	Capital	Total	Revenue	Capital	Total
		£'000	£'000	£'000	£'000	£'000	£'000
Net unrealised losses on investments	6	-	(3,267)	(3,267)	-	(8,975)	(8,975)
Net gains on realisation of investments	6	-	5,689	5,689	-	994	994
Income	2	2,910	-	2,910	2,312	-	2,312
Investment management fees	3	(980)	(2,940)	(3,920)	(1,048)	(3,144)	(4,192)
Other expenses		(787)	-	(787)	(725)	-	(725)
Profit /(loss) on ordinary activities before taxation		1,143	(518)	625	539	(11,125)	(10,586)
Tax on profit/(loss) on ordinary activities		-	-	-	-	-	-
Profit/(loss) on ordinary activities after taxation for the financial year		1,143	(518)	625	539	(11,125)	(10,586)
Basic and diluted earnings per share:
Ordinary Shares	5	0.62p	(0.28)p	0.34p	0.32p	(6.55)p	(6.23)p

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 2024

		30 September 2024		30 September 2023
	Notes	£'000	£'000	£'000	£'000
Non-current assets
Investments at fair value	6		191,643		207,531
Current assets
Debtors		5,388		675
Cash and cash equivalents		4,420		5,357
		9,808		6,032
Creditors: amounts falling due within one year		(2,029)		(1,707)
Net current assets			7,779		4,325
Net assets			199,422		211,856
Capital
Called up share capital			1,904		1,729
Capital redemption reserve			199		147
Share premium account			124,570		100,974
Capital reserve			26,582		56,883
Special reserve			24,027		39,040
Profit and loss account			22,140		13,083
Equity Shareholders' funds			199,422		211,856
Net asset value per Ordinary share:
Ordinary shares	7		104.72p		122.55p

The financial statements were approved and authorised for issue by the Board of Directors on 5 December 2024 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 2024

	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

	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 2022	1,640	113	85,063	55,038	68,338	10,934	221,126
Shares repurchased and cancelled	(34)	34	-	-	(3,785)	-	(3,785)
Shares issued under Offer for Subscription	111	-	14,885	-	-	-	14,996
Expenses of shares issued under Offer for Subscription	-	-	(377)	-	-	-	(377)
Proceeds from DRIS share issues	12	-	1,438	-	-	-	1,450
Expenses of DRIS share issues	-	-	(35)	-	-	-	(35)
Transfer from special reserve ***	-	-	-	-	(14,568)	14,568	-
Gains on disposal of investments (net of transaction costs)	-	-	-	-	-	994	994
Realisation of previously unrealised valuation movements****	-	-	-	10,820	-	(10,820)	-
Net decreases in unrealised valuations in the year	-	-	-	(8,975)	-	-	(8,975)
Dividends paid	-	-	-	-	(10,945)	12	(10,933)
Investment Management fee charged to capital	-	-	-	-	-	(3,144)	(3,144)
Revenue return for the year	-	-	-	-	-	539	539
At 30 September 2023	1,729	147	100,974	56,883	39,040	13,083	211,856

* 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.

** The profit and loss account consists of the Revenue reserve of £1.0 million and the realised capital reserve of £21.1 million.

*** Transfer of realised losses in accordance with accounting policy f(iii) on page 70 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 2024

		30 September 2024		30 September 2023
	Notes	£'000	£'000	£'000	£'000
Operating activities
Investment income received		3,188		2,145
Investment management fees paid		(3,974)		(4,227)
Other cash payments		(883)		(766)
Net cash outflow from operating activities			(1,669)		(2,848)
Investing activities
Purchase of investments		(65,905)		(26,604)
Sale of investments		79,305		9,636
Net cash inflow/(outflow) from investing activities			13,400		(16,968)
Net cash inflow/(outflow)/inflow before financing			11,731		(19,816)
Financing
Dividends paid	4	(27,641)		(9,483)
Unclaimed dividends returned		400		504
Shares issued under Offer for Subscription (net of transaction costs)		19,496		14,619
Expenses of DRIS share issues		(38)		(35)
Shares repurchased for cancellation		(4,885)		(4,183)
Net cash (outflow)/inflow from financing			(12,668)		1,422
Net decrease in cash and cash equivalents			(937)		(18,394)
Cash and cash equivalents at 30 September 2023			5,357		23,751
Cash and cash equivalents at 30 September 2024			4,420		5,357

The notes form part of these financial statements.

Notes to the Financial Statements

for the year ended 30 September 2024

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 69 to 71 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 43 of the Annual Report.

2        Income

	2024			2023
	Revenue	Capital	Total	Revenue	Capital	Total
	£'000	£'000	£'000	£'000	£'000	£'000
Income from investments:
-  equities	1,830	-	1,830	1,590	-	1,590
-  loan stocks	6	-	6	148	-	148
-  bank interest	81	-	81	115	-	115
-  Unicorn managed OEIC (including reinvested dividends)	189	-	189	193	-	193
- Other OEIC and Unit Trust	804	-	804	266	-	266
Total income	2,910	-	2,910	2,312	-	2,312
Total income comprises:
Dividends	2,823	-	2,823	2,049	-	2,049
Loan stock	6	-	6	148	-	148
Interest	81	-	81	115	-	115
	2,910	-	2,910	2,312	-	2,312
Income from investments comprises:
Listed UK securities	470	-	470	210	-	210
OEIC and Unit Trust	804	-	804	266		266
AIM and unquoted companies	1,555	-	1,555	1,721	-	1,721
	2,829	-	2,829	2,197	-	2,197

3        Investment Management fees

	2024			2023
	Revenue	Capital	Total	Revenue	Capital	Total
	£'000	£'000	£'000	£'000	£'000	£'000
Unicorn Asset Management Limited	980	2,940	3,920	1,048	3,144	4,192

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 2024, officers and employees of the Investment Manager held 1,557,866 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 2024, UAML also earned fees of £25,000 (2023: £27,000), 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 2023/24 or the prior year.

4        Dividends

	2024	2023
	£'000	£'000
Amounts recognised as distributions to equity holders in the year:
Interim capital dividend of 3.0 pence (2023: 3.0 pence) per share for the year ended 30 September 2024 paid on 13 August 2024	5,728	5,204
Final capital dividend of 3.5 pence (2023: 3.5 pence) per share for the year ended 30 September 2023 paid on 14 February 2024	6,051	5,741
Special interim capital dividend of 11.7 pence (2023: nil pence) per share for the year ended 30 September 2024 paid on 14 February 2024	20,226	-
Total dividends paid in the year	32,005	10,945
Unclaimed dividends returned	(8)	(12)
Total dividends *	31,997	10,933

* The difference between total dividends and that shown in the Cash Flow Statement is £4,356,000 which is the amount of 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.

As stated in the Chair's Statement above the Board has also declared a special dividend of 6.0 pence per share as a result of the M&A activity that led to the disposal of our shareholdings in Mattioli Woods and Keywords Studios during, and shortly after, the period end. This special dividend will be payable alongside the final dividend on 21 February 2025.

Set out below are the total income dividends payable in respect of the 2023/24 financial year, which is the basis on which the requirements of Section 274 of the Income Tax Act 2007 are considered.

	2024	2023
	£'000	£'000
Profit for the year	1,143	539
Proposed final income dividend of 0.4 pence (2023: nil pence) for the year ended 30 September 2024 †	762	- *

*In the previous year, despite the revenue profit for the year, no revenue dividend could be made due to the deficit on the revenue reserve.

5        Basic and diluted earnings and return per share

	2024	2023
Total earnings after taxation: (£'000)	625	(10,586)
Basic and diluted earnings per share (Note a) (pence)	0.34	(6.23)
Net revenue from ordinary activities after taxation (£'000)	1,143	539
Revenue earnings per share (Note b) (pence)	0.62	0.32
Total capital return (£'000)	(518)	(11,125)
Capital earnings per share (Note c) (pence)	(0.28)	(6.55)
Weighted average number of shares in issue during the year	183,590,913	169,795,766

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	2024	2023
	listed	on AIM	shares	stock	funds	Total	Total
	£'000	£'000	£'000	£'000	£'000	£'000	£'000
Opening book cost at 30 September 2023	8,357	126,473	14,488	500	16,496	166,314	150,578
Unrealised (losses)/gains at 30 September 2023	(1,055)	42,352	16,524	-	(938)	56,883	55,038
Permanent impairment in value of investments	-	(11,020)	(4,646)	-	-	(15,666)	(7,075)
Opening valuation at 30 September 2023	7,302	157,805	26,366	500	15,558	207,531	198,541
Shares delisted	-	(3,377)	3,377	-	-	-	-
Purchases at cost	14,965	13,883	-	600	37,500	66,948	26,606
Sale proceeds	(4,325)	(39,989)	(1,034)	(500)	(39,500)	(85,348)	(9,636)
Net realised gains	357	4,939	601	-	(118)	5,779	995
Movement in unrealised gains	810	(18,545)	13,856	-	612	(3,267)	(8,975)
Closing valuation at 30 September 2024	19,109	114,716	43,166	600	14,052	191,643	207,531
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)
Closing valuation at 30 September 2024	19,109	114,716	43,166	600	14,052	191,643	207,531

Transaction costs on the purchase and disposal of investments of £90,000 were incurred in the year. These have not been deducted from realised gains shown above of £5,779,000 but have been deducted in arriving at gains on realisation of investments disclosed in the Income Statement of £5,689,000.

The shares delisted during the year relate to Destiny Pharma (£2,038,000), Gama Aviation (£368,000) and Saietta (£971,000).

* Other funds include the Unicorn Ethical Fund, the BlackRock Cash Fund and the Royal London Short-Term Money Market Fund.

Note: Permanent impairments of £15,666,000 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 £2,321,000 relate to the sale of Osirium Technologies (£1,971,000) and companies dissolved, Individual Restaurant Company (£163,000) and Le Chameau Group (£187,000).

Reconciliation of cash movements in investment transactions

The difference between the purchases above and that shown in the Cash Flows is £1,043,000 which relates to the takeover of City Pub Group by Young & Co. The difference between the sale proceeds in Note 6 above and that shown in the Cash Flows is £6,043,000 which relates to the takeover of City Pub Group (£1,043,000) and trades for future settlement (£5,000,000).

7        Net asset value

	2024	2023
Net Assets	£199,422,000	£211,856,000
Number of shares in issue	190,437,026	172,876,156
Net asset value per share	104.72p	122.55p

8        Post balance sheet events

On 23 October 2024, EQT completed its acquisition of Keyword Studios plc at a price of 2,450 pence per share. The Company received proceeds of £6.0 million on 6 November 2024.

On 27 November 2024, the Company announced an Offer for Subscription as detailed in the Chair's Statement above.

On 29 November 2024, the Company announced that, following the completion of the acquisition of Mattioli Woods and Keywords Studios and the receipt by the Company of its share of the proceeds, a special dividend of 6.0 pence per share will be paid to Shareholders on 21 February 2025.

9        Capital commitments and contingent liabilities

There were no capital commitments (2023: £1,500,000) or contingent liabilities (2023: £nil) at 30 September 2024.

10     Shareholder information

Dividend

The Directors have proposed a final dividend of 3.5 pence per share. Subject to Shareholder approval, the dividend will be paid on 21 February 2025 to Shareholders on the Register on 3 January 2025. In addition, the Board has declared a special dividend of 6.0 pence per share as a result of the M&A activity that led to the disposal of our shareholdings of Mattioli Woods and Keywords Studios during, and shortly after, the period end. This interim dividend will be payable alongside the final dividend on 21 February 2025.

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 91 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: [e-mail].

Dividend Reinvestment Scheme

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.

11     Statutory information

These are not full accounts in terms of section 434 of the Companies Act 2006. The Annual Report for the year to 30 September 2024 will be sent to Shareholders shortly and will then be available for inspection at ISCA Administration Services Limited, The Office Suite, Den House, Den Promenade, Teignmouth, TQ14 8SY the registered office of the Company. Copies of the Annual Report will shortly be available on the Company's website, www.unicornaimvct.co.uk.  Statutory accounts will be delivered to the Registrar of Companies after the Annual General Meeting.

12     Annual General Meeting

The Annual General Meeting of the Company will be held at 11.30 am on Wednesday, 12 February 2025 at The Great Chamber, The Charterhouse, Charterhouse Square, London EC1M 6AN. Shareholders will be able to attend this meeting in person, arrangements for the meeting are detailed on pages 43 and 44 of the Annual Report. Voting on all Resolutions will be conducted on a poll including all proxy votes submitted. The Notice of the Meeting is included on pages 92 to 96 of the Annual Report and a separate proxy form has been included with Shareholders' copies of the Annual Report. Proxy forms should be completed in accordance with the instructions printed thereon and sent to the Company's Registrars, The City Partnership (UK) Limited, at the address given on the form, to arrive no later than 11.30am on Monday 10 February 2025. Please note that you can vote your shares electronically at https://unicorn.city-proxyvoting.uk.

13     National Storage Mechanism

A copy of the 2024 Annual Report and Accounts will be submitted shortly to the National Storage Mechanism ("NSM") and will be available for inspection at the NSM, which is situated at:

https://data.fca.org.uk/#/nsm/nationalstoragemechanism

Contact details for further enquiries:

Chris Hutchinson of 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 [e-mail]

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.

 

END