Half-year Report

Baronsmead Venture Trust plc

Half-yearly report for the six months ended 31 March 2025

The Directors of Baronsmead Venture Trust plc are pleased to announce the unaudited half-yearly financial report for the six months to 31 March 2025. Copies of the half-yearly report can be obtained from the following website: www.baronsmeadvcts.co.uk.

Our investment objective

· Baronsmead Venture Trust plc (the "Company") is a tax efficient listed company which aims to achieve long-term positive investment returns for private investors, including tax-free dividends.

Investment policy1

· To invest primarily in a diverse portfolio of UK growth businesses, whether unquoted or traded on the Alternative Investment Market ("AIM").

· Investments are made selectively across a range of sectors in companies that have the potential to grow and enhance their value.

Dividend policy2

· The Board will, wherever possible, seek to pay two dividends to shareholders in each financial year, typically an interim dividend in September and a final dividend following the Annual General Meeting in February/March.

· The Board will use, as a guide, when setting the dividends for a financial year, a sum representing 7 per cent of the opening net asset value of that financial year.

1. This is a summary of the Company's investment policy that is set out on page 2 of the Company's Annual Report and Financial Statements for the year ended 30 September 2024.

2. This is a summary of the Company's dividend policy that is set out on page 2 of the Company's Annual Report and Financial Statements for the year ended 30 September 2024.

Key elements of the business model

Access to an attractive, diverse portfolio

The Company gives shareholders access to a diverse portfolio of growth businesses.

The Company will make investments in growth businesses, whether unquoted or traded on AIM, which are substantially based in the UK in accordance with the prevailing VCT legislation. Investments are made selectively across a range of sectors.

The Manager's approach to investing

The Manager endeavours to select the best opportunities and applies a distinctive selection criteria based on:

· Primarily investing in parts of the economy which are experiencing long term structural growth.

· Businesses that demonstrate, or have the potential for, market leadership in their niche.

· Management teams that can develop and deliver profitable and sustainable growth.

· Companies with the potential to become an attractive asset appealing to a range of buyers at the appropriate time to sell.

In order to ensure a strong pipeline of opportunities, the Manager invests in building deep sector knowledge and networks and undertakes significant proactive marketing to target companies in preferred sectors. This approach generates a network of potentially suitable businesses with which the Manager maintains a relationship ahead of possible investment opportunities.

The Manager as an influential shareholder

The Manager is an engaged and supportive shareholder (on behalf of the Company) in both unquoted and significant quoted investments.

For unquoted investments, representatives of the Manager often join the investee board.

The role of the Manager with investees is to ensure that strategy is clear, the business plan can be implemented and the management resources are in place to deliver profitable growth. The aim is to build on the business model and grow the company into an attractive target which can be sold or potentially floated in the medium term.

A more detailed explanation of how the business model is applied is provided in the Other Matters section of the Strategic Report on pages 28 to 31 in the Company's Annual Report and Financial Statements for the year ended 30 September 2024.

Financial highlights

394.1p Net Asset Value total return1 (as at 31 March 2025)

Net Asset Value ("NAV") total return to shareholders for every 100.0p invested at launch (April 1998).

March 2024 - 410.8p

September 2024 - 421.5p

March 2025 - 394.1p

£20.3mn Funds raised (six months to 31 March 2025)

£20.3mn raised in the period (before costs); and a further £4.7mn raised (before costs) since the period end.

March 2024 - £25.0mn (six months to March)

September 2024 - £25.0mn (twelve months to September)

March 2025* - £20.3mn (six months to 31 March)

*includes amounts allotted on 3 April 2025.

-6.4% Change in net asset value per share1,2 (six months to 31 March 2025)

NAV per share decreased 6.4 per cent to 49.4p, before the deduction of dividends, in the six months to 31 March 2025.

March 2024 - 55.1p

September 2024 - 52.8p

March 2025* - 49.4p

*Excludes interim dividend of 1.75p

£3.6mn New investments3 (six months to 31 March 2025)

Investments made into two new and nine follow-on opportunities during the period. (Unquoted: £2.8mn, Quoted: £0.8mn).

March 2024 - £7.0mn (six months to March)

September 2024 - £7mn (six months to March); £13.0mn (twelve months to September)

March 2025 - £3.6mn (six months to March)

1. Alternative Performance Measures ("APM")/Key Performance Indicators ("KPIs") - please refer to glossary on page 29 of the full Half-yearly Report for definitions.

2. Please refer to table on page 6 of the full Half-yearly Report for breakdown of NAV per share movement.

3. Direct investments only - please refer to glossary on page 29 of the full Half-yearly Report for definitions.

Chair's statement

The decline of 3.4p per share (6.4 per cent) in the Company's net asset value (NAV) over the six months to 31 March 2025 to 49.4p per share, though disappointing, was not representative of the underlying resilience of many of the Company's investee companies. This can be seen in the recovery in the value of many of the listed investments after the period end and the increase in NAV to 51.9p per share by 31 May 2025.

The inauguration of President Trump in January of this year has heralded a period of heightened global economic and political uncertainty. Additionally, global financial markets reacted to the prospect of global trade disputes. Consequently, the Company's NAV declined by 2.8p per share in the 3 months to 31 March 2025, being 82 per cent of the decline in NAV over the period under review with further detail on this set out in the section below.

It is likely that further macroeconomic and geopolitical headwinds will continue. However, your Board continues to believe that, in aggregate, the fundamentals of the underlying portfolio companies are still robust and the Company's investment policy of having a combination of unquoted and listed assets support a more consistent total return to shareholders over the medium to long term. Having said that, it is in the nature of VCT qualifying investments that some portfolio companies will continue to require more capital to scale and generate value. In addition, the Board is working with the Manager to continue its focus on improving and sustaining unquoted performance which we know has been an issue for shareholders. The Board is alert to wider issues around performance fees in the VCT sector over the last twelve months.

Results

During the six months to 31 March 2025, the Company's NAV per share decreased 6.4 per cent from 52.8p to 49.4p after the payment of the final dividend of 2.0p per share on 17 March 2025. Between 31 December 2024 and 31 March 2025, the Company's net asset value (NAV) declined 2.8p per share from 52.2p per share to 49.4p per share. This representing 82 per cent of the 3.4p per share decline in the Company's NAV over the 6 months to 31 March 2025.

The table below breaks down the quarterly movement in NAV over the 6 months to 31 March 2025.

Dividends

The Board has declared an interim dividend of 1.75p per share to be paid on 8 September 2025 to shareholders on the register as of 8 August 2025. The Board is aware that dividends are an important part of the total return to the shareholders' investment in the Company. As such, the Board is aiming to achieve its dividend policy objective of an annual yield of 7.0 per cent based on the NAV at the beginning of the financial year. I must of course remind shareholders this is not a guarantee and that payment dates and the amount of future dividends depend on the level and timing of profitable realisations.

Portfolio review

The table below provides a summary of each asset class and the return generated during the period under review. 

* By value at 31 March 2025.

‡ Return includes interest received on unquoted realisations during the period

† Excludes investee companies with holdings by more than one fund.

# Represents cash, OEICs and net current assets. % return in the period relates only to the cash liquidity funds.

The value of the unquoted portfolio remained flat for the six months to 31 March 2025. 35 per cent of the portfolio registered an increase in value during the period, 35 per cent remained flat and 30 per cent registered reductions in value. The main drivers of positive movements in value were the investments in CitySwift and Panthera Biopartners, with both showing good trading momentum and increases in revenue during the period. The main detractors from performance were the investments in Orri, despite further funding, and Huma Therapeutics, with both facing difficult trading conditions and reduced revenues. The Manager continues to focus on improving and sustaining unquoted performance.

The value of the Company's portfolio of investments directly held in AIM-traded companies decreased 12.8 per cent in the six months to 31 March 2025. The value of the Company's investments into the WS Gresham House UK Micro Cap Fund decreased by 3.5 per cent and the WS Gresham House UK Smaller Companies Fund decreased by 8.9 per cent compared to the IA UK Smaller Companies sector which decreased by 9.1 per cent. The Company's investment in the WS Gresham House UK Multi Cap Income Fund decreased by 9.4 per cent in the period compared to the IA UK Equity Income sector that decreased by 0.1 per cent. This was as a result of the volatility of global financial markets since the beginning of the year as well as some domestic issues such as the increase in employers' national insurance contributions. It is encouraging to note, however, that during the period, over 80 per cent of the trading update announcements made by companies within the WS Gresham House Equity Funds portfolios were either in line or ahead of expectations.

Despite the continued volatility in listed markets experienced immediately after the period end, I am pleased to report that after that the Company's portfolio of AIM traded companies increased by 4.7 per cent in the month to 30 April 2025. This was subsequently followed up with a further increase of 5.9 per cent in the month to 31 May 2025.

Investments

In the six months to 31 March 2025, the Company made two new unquoted investments totalling £1.5mn and nine follow-on investments with a combined value of £2.1mn as follows:

· Mobility Mojo (unquoted) - a disability access assessment platform (£0.5mn)

· Much Better Adventures (unquoted) - a marketplace offering exclusive guided and bespoke global travel experiences (£0.5mn)

The Company also made nine follow-on investments with a combined value of £2.1m during the period under review.

Realisations

In the listed portfolio, the Manager continued to take profits from partial sales of the Company's holdings of Cerillion and SEEEN resulting in proceeds of £0.1mn and £0.2mn respectively, and gross money multiples of 25.7x and 0.2x of original cost. There were also partial realisations of MXC Capital, following a tender offer, and Crossword Cybersecurity following it entering administration during the period.

There were no realisations in the unquoted portfolio during the period.

Fundraising

In the 2024/25 tax year, the Company successfully raised £20.3mn (before costs) through an offer for subscription. The Board decided to extend the offer into the 2025/26 tax year in April 2025 with a further £0.9mn being allotted on 1 May 2025 and an additional £3.8mn having been subscribed since then. A fourth and final allotment is expected to take place on or around 3 July 2025. The Directors want to welcome the 803 new shareholders who invested for the first time and also thank the 560 existing shareholders who continue to support the Company.

The Board will consider whether to raise additional funds in the 2025/26 tax year. This will be determined by the Company's cashflow, the overall balance of the Company's portfolio, and its anticipated requirements and opportunities to fund new and follow-on investments over the next two to three years. The Board appreciates that shareholders would like plenty of notice of its fundraising intentions and will ensure that shareholders are informed of the Board's intention to raise new funds, as soon as it becomes practical.

Succession planning

Isabel Dolan stepped down from the Board in January 2025. The Board would like to thank her for her support and insight as the Chair of the Company's Audit Committee and wish her every success for the future.

Following a comprehensive search, I am pleased to inform shareholders that immediately following the period end the Company announced the appointment of two new directors.

David Melvin brings a wealth of experience with over 30 years in investment banking and private equity and will take over the role of Chair of the Audit Committee.

Mandeep Singh is an experienced founder, CEO, Non-Executive Director, and investor with expertise, and a proven track record, in scaling tech businesses.

Share price discount and buy back policies

The Board intends to continue with the policy of seeking to maintain a share price discount to NAV of 5 per cent and to buy back shares at that level from time to time with the objective of maintaining liquidity in the market for its existing shares. To that end it will also sell shares out of Treasury in certain circumstances. The day-to-day management of these policies is undertaken by the Manager on behalf of the Board and are subject to the prevailing market circumstances and on the basis that the Company has adequate resources to make new and follow-on investments and pay dividends to shareholders.

Outlook

The period since 31 March has seen the implementation of many of the policies brought in by the new Labour government in the Autumn Budget which, together with the almost daily developments regarding the imposition and then retraction of trade tariffs by the US Government has created much uncertainty and global financial volatility.

Whilst the ever-changing landscape makes it very hard to predict the implications for the medium to long term, the immediate impact is highly volatile financial markets and material uncertainty. Unsurprisingly, consumer and business confidence both domestically and globally is likely to have been materially damaged and could take a significant amount of time to repair. The Board expects that this elevated macroeconomic and geopolitical uncertainty will continue to impact our investments beyond the risks that would normally be associated with investing in smaller companies. Added to this, the exit environment remains subdued in comparison to recent years.

However, as outlined above the Company's portfolio remains highly diversified and the hybrid nature of our investment portfolio helps to mitigate those uncertainties. In addition, it is largely positioned in sectors which the Manager expects to provide long-term growth potential operating as many of them do in the UK domestic market.

We remain committed to investing through the economic cycle as experience suggests that this can produce superior returns over the longer term. This can also provide an opportunity for the Company to make high quality investments and build strategic stakes in businesses with exciting potential at good prices. This applies to both new investments and follow-on investments in the portfolio. The Manager continues to see a good pipeline of potential investments and we remain confident that the Manager is suitably positioned to provide the necessary levels of support to the portfolio companies and remains focused on retaining, recovering and helping to grow value in existing and future investee companies.

Fiona Miller Smith

Chair

10 June 2025

Investments in the period

# Investment into unquoted convertible loan note

* Includes unquoted and AIM investments only

Realisations in the period

# Residual book cost at realisation date.

‡ Proceeds at time of realisation including interest.

* Only equity written off. Convertible loan note still held.

** Includes unquoted and AIM investments only.

Responsibility statement of the Directors in respect of the half-yearly report

Half-yearly report

The important events that have occurred during the period under review, the key factors influencing the financial statements and the principal uncertainties for the remaining six months of the financial year are set out in the Chair's statement and the Strategic report.

The principal risks facing the Company are unchanged since the date of the Company's Annual Report for the financial year ended 30 September 2024 and continue to be as set out in that Report on pages 22 and 23.

Risks faced by the Company include but are not limited to; loss of approval as a Venture Capital Trust, legislative risk, investment performance risk, risk of economic, political and other external factors, regulatory and compliance risk and operational risk. The Board considers the conflicts in Ukraine and the Middle East to be factors which permeate these risks, and their impacts for the remaining six months of the year continue to be kept under review.

Responsibility statement

Each Director confirms that to the best of their knowledge:

· the condensed set of financial statements has been prepared in accordance with FRS 104 Interim Financial Reporting Standards and gives a true and fair view of the assets, liabilities, financial position and profit or loss of the Company.

· This half-yearly report includes a fair review of the information required by:

a) DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

b) DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the Company during that period; and any changes in the related party transactions described in the last annual report that could do so.

The half-yearly report was approved by the Board of Directors on 10 June 2025 and was signed on its behalf by Ms Fiona Miller Smith, Chair.

Fiona Miller Smith

Chair

10 June 2025

Financial Statements

Condensed income statement

For the six months to 31 March 2025 (Unaudited)

All items in the above statement derive from continuing operations.

There are no recognised gains and losses other than those disclosed in the Income Statement.

The revenue column of the Income Statement includes all income and expenses. The capital column accounts for the realised and unrealised profit or loss on investments and the proportion of the management fee charged to capital.

The total column of this statement is the unaudited Statement of Total Comprehensive Income of the Company prepared in accordance with the Financial Reporting Standard ("FRS"). The supplementary revenue return and capital return columns are prepared in accordance with the Statement of Recommended Practice issued by the Association of Investment Companies ("AIC SORP").

Condensed statement of changes in equity

For the six months to 31 March 2025 (Unaudited)

For the six months to 31 March 2024 (Unaudited)

For the year ended 30 September 2024 (Audited)

*Of the distributable reserves noted above £52,069,000 (September 2024: £52,069,000 March 2024: £79,384,000) is not available for dividend distribution due to HMRC VCT rules.

Condensed balance sheet

As at 31 March 2025 (Unaudited

Statement of cash flows

For the six months to 31 March 2025 (Unaudited)

Notes to the financial statements

For the six months to 31 March 2025 (Unaudited)

1. Basis of preparation

The condensed financial statements for the six months to 31 March 2025 comprise the unaudited financial statements set out on pages 15 to 18 together with the related notes on pages 19 to 22 of the full Half-Yearly Report. The Company applies FRS 102 and the AIC SORP for its annual financial statements. The condensed financial statements for the six months to 31 March 2025 have therefore been prepared in accordance with FRS 104 'Interim Financial Reporting' and the principles of the AIC SORP. They have been prepared on a going concern basis. The financial statements have been prepared on the same basis as the accounting policies set out in the Company's Annual Report and Financial Statements for the year ended 30 September 2024.

The financial information contained in this half-yearly report does not constitute statutory accounts as defined in sections 434 - 436 of the Companies Act 2006. The half-yearly report for the six months ended 31 March 2025 and for the six months ended 31 March 2024 have been neither audited nor reviewed by the Company's Auditor. The information for the year to 30 September 2024 has been extracted from the latest published audited financial statements, which have been filed with the Registrar of Companies. The report of the Auditor for the audited financial statements for the year to 30 September 2024 was: (i) unqualified; (ii) did not include a reference to any matters to which the Auditor drew attention by way of emphasis without qualifying their report; and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006. No statutory accounts in respect of any period after 30 September 2024 have been reported on by the Company's Auditor or delivered to the Registrar of Companies.

The Company's half yearly report has been made available on the Company's website (www.baronsmeadvcts.co.uk) and sent to shareholders where requested.

2. Performance and shareholder returns

Return per share is based on a weighted average of 387,160,562 ordinary shares in issue (31 March 2024 - 358,163,251 ordinary shares; 30 September 2024 - 373,425,403 ordinary shares).

Earnings for the first six months to 31 March 2025 should not be taken as a guide to the results of the full financial year to 30 September 2025.

3. Called-up share capital

Allotted, called-up and fully paid:

During the six months to 31 March 2025, the Company issued 16,271,660 shares at net proceeds of £8,375,000 (after costs). During the same period, the Company purchased 8,029,442 shares to be held in treasury at a cost of £4,072,000. The Company sold no shares from treasury. At 31 March 2025 the Company held 45,615,604 ordinary shares in treasury. Shares may be sold out of treasury below Net Asset Value as long as the discount at issue is narrower than the average discount at which the shares were bought into treasury.

Excluding treasury shares, there were 395,120,875 ordinary shares in issue at 31 March 2025 (31 March 2024 - 391,292,410 ordinary shares; 30 September 2024 - 386,878,657 ordinary shares).

4. Dividends

The final dividend for the year ended 30 September 2024 of 2.00p per share (1.70p capital, 0.30p revenue) was paid on 17 March 2025 to shareholders on the register on 14 February 2025. The ex-dividend date was 13 February 2025.

During the year to 30 September 2024, the Company paid an interim dividend on 9 September 2024 of 1.75p per share (1.65p capital, 0.10p revenue).

An interim dividend of 1.75p per share has been declared for the year to 30 September 2025 and is payable on 8 September 2025 to shareholders on the register as of 8 August 2025. The ex dividend date is 7 August 2025.

5. Investments

All investments are initially recognised and subsequently measured at fair value. Changes in fair value are recognised in the Income Statement.

The methods of fair value measurement are classified into a hierarchy based on reliability of the information used to determine the valuation.

· Level 1 - Fair value is measured based on quoted prices in an active market.

· Level 2 - Fair value is measured based on directly observable current market prices or indirectly being derived from market prices.

· Level 3 - Fair value is measured using a valuation technique that is not based on data from an observable market.

The valuation of unquoted investments contained within level 3 of the Fair Value hierarchy involves key assumptions dependent upon the valuation methodology used. The primary methodologies applied are:

· Cost of recent investment.

· Multiple basis.

· Offer less 10 per cent.

The multiple basis approach involves more subjective inputs than the cost of recent investment and offer approaches and therefore presents a greater risk of over or under estimation. Key assumptions for the multiple basis approach are the selection of comparable companies and the use of either historic or forecast revenue or earnings, as considered most appropriate. Other assumptions include the appropriateness of the discount magnitude applied for reduced liquidity and other qualitative factors. These assumptions are described in more detail in note 2.3 in the Company's Report and Financial Statements for the year to 30 September 2024. The techniques used in the valuation of unquoted investments have not changed materially since the date of that Report.

In the 6 months ending 31 March 2025, two investments held, I-nexus Global plc and Merit Group plc previously Level 1 were transferred to Level 3 following their delistings from AIM.

One investment held, Scholium Group plc previously level 1 was transferred to level 2 as it is now being priced using JP Jenkins, a platform for trading unlisted assets, following its delisting from AIM.

Two investments held, Fulcrum Utility Services Ltd and LoopUp Group plc previously level 3 following their delistings from AIM were transferred to Level 2 as they are now being priced using JP Jenkins, a platform for trading unlisted assets.

6. Other required disclosures

6.1 Segmental reporting

The Company has one reportable segment being investing in primarily a portfolio of UK growth businesses, whether unquoted, traded on AIM or collective investment vehicles.

6.2 Principal risks and uncertainties

The Company's financial instruments consist of equity and fixed interest investments, shares in collective investment schemes, cash balances and liquid resources. Its principal risks are therefore market risk, price risk, credit risk and liquidity risk. Other risks faced by the Company include loss of approval as a Venture Capital Trust, legislative, investment performance, economic, political and other external factors, regulatory and compliance and operational risks. These risks, and the way in which they are managed, are described in more detail in the principal risks and uncertainties table within the Strategic report section in the Company's Report and Financial Statements for the year to 30 September 2024. The Board continues to regularly review the risk environment in which the Company operates.

6.3 Related parties

Gresham House Asset Management Ltd (the "Manager") manages the investments of the Company. The Manager also provides or procures the provision of secretarial, administrative and custodian services to the Company. Under the management agreement, the Manager receives a fee of 2.0 per cent per annum of the net assets of the Company. This is described in more detail under the heading 'The management agreement' within the Strategic Report in the Company's Annual Report and Financial Statements for the year to 30 September 2024.

During the period, the Company incurred the following fees payable to the Manager:

The performance fee is described in more detail under the heading 'Performance fees' within the Strategic Report in the Company's Annual Report and Financial Statements for the year to 30 September 2024.

Under the terms of an Offer for Subscription, launched on 13 January 2025, the Manager was entitled to fees of 4.50% of the investment amount received from investors. This amount totalled £214,000 out of which all the costs associated with the allotments were met.

 6.4 Going concern

After making enquiries, and bearing in mind the nature of the Company's business and assets, the Directors consider that the Company has adequate resources to continue in operational existence for the foreseeable future. In arriving at this conclusion, the Directors have considered the Company's cash balances, the liquidity of the Company's investments and the absence of any gearing. The Directors are therefore also satisfied that the Company has adequate financial resources to continue in operation for at least the next 12 months and that, accordingly, it is appropriate to adopt the going concern basis in preparing the financial statements.

 6.5 Post balance sheet events

The following events occurred between the balance sheet date and the signing of these financial statements:

· The 30 April 2025 NAV of 50.1p was announced on 7 May 2025 and the 31 May 2025 NAV of 51.9p was announced on 5 June 2025. At the date of publishing this report, the Board is unaware of any matter that will have caused the NAV per share to have changed significantly since the latest NAV.

· Issued 21.8mn Ordinary Shares of 10.0p on 3 April 2025 at an average price of 53.6p per share.

· Issued 1.9mn Ordinary Shares of 10.0p on 1 May 2025 at an average price of 51.1p per share.

· Three new investments, into Penfold Technology, Spinners and Nu Quantum, completed between April and May 2025, totalling £2.9mn.

· One follow-on investment, into Airfinity, completed in April 2025, totalling £0.4mn.

· Totally plc announced on 6 June 2025 their intention to appoint administrators and requested a suspension of trading in the company's shares with immediate effect.

Corporate Information

† Chair of the Nomination Committee

†† Chair of the Management Engagement and Remuneration Committee

∆ Senior Independent Director

* Chair of the Audit Committee

LEI: 213800VQ1PQHOJXDDQ88