British Smaller Companies VCT plc
Unaudited Interim Results and Interim Management Report for the six months ended 30 September 2025
British Smaller Companies VCT plc (the "Company") announces its unaudited interim results for the six months ended 30 September 2025.
HIGHLIGHTS
· Net Asset Value at 30 September 2025 of 80.05p per share (31 March 2025: 80.55p) following payment of dividend of 2.00p per share during the period
· Total Return increase of 1.50p per share in the period
· Two new investments and five follow-on investments totalling £8.7 million completed during the period. Subsequent to the period-end, one follow-on investment of £1.6 million has been completed, bringing the total invested this year to £10.3 million
· The Board has declared a second interim dividend of 2.00p per share in respect of the year ending 31 March 2026, which will bring total dividends paid in the current financial year to 4.00p per share, which equates to 5.0 per cent of the opening net asset value per share. This will result in a corresponding reduction in the Company's NAV per ordinary share, adjusting the last reported NAV to 78.05p per share
CHAIRMAN'S STATEMENT
I am pleased to present the interim results of British Smaller Companies VCT plc (the "Company") for the six months to 30 September 2025.
Since we shared the Company's annual report earlier this year, the macroeconomic landscape has continued to be influenced by a range of challenging factors. Inflationary pressures remain, as do ongoing tensions driven by tariffs and geopolitical uncertainty. Nevertheless, there are positive themes coming through, including interest from overseas investors in UK businesses and the speed with which the UK reached its tariff deal with the US.
The UK continues to have a supportive infrastructure in which to develop businesses and there are a number of holdings within the Company's portfolio that are delivering strong levels of growth. This is thanks to their innovative products and services and their ability to address their target markets. Overall, the portfolio continues to show positive trends and we are encouraged by its future potential.
We are pleased to report that the Company's Total Return has increased by 1.50 pence in the period, a 1.9 per cent increase on the opening net asset value per share.
Portfolio Performance
The Company continues to see positive performance from many of its underlying holdings. Of the 26 companies valued on a revenue basis, 20 have grown sales in the last year, with 11 delivering growth of over 25 per cent. We are seeing opportunities to help our fastest growing businesses to accelerate their progress by providing material further funding. This was seen in the period, with an aggregate £4.5 million invested into five portfolio companies, and a further £1.6 million invested into one portfolio company since 30 September.
The 11 companies that are growing revenues at over 25 per cent per annum produced aggregate revaluation gains of £10.3 million in the first half of the year.
There were upward revaluations from Summize, Unbiased, Xapien, AutomatePro, Spotless Water and SharpCloud. This was offset by aggregate downward revaluations of £5.9 million in the period across three portfolio companies: Matillion, where the Company's holding has been impacted by the weak US dollar; Outpost, which continues to navigate industry-specific challenges arising from the Hollywood writers' strike; and Vuealta, which has also faced market headwinds.
These movements reflect the disciplined approach the Company takes with valuations. The Company's Manager works closely with the businesses across the portfolio, focusing on both market-specific challenges and opportunities for growth.
New Investments
The Company completed two new investments during the first half of the financial year, with investments into S4labour (£2.4 million), a workforce management platform purpose-built for the hospitality sector, and DynaRisk (£1.8 million), a company that helps insurers, brokers and businesses reduce cyber threats through smart risk assessment tools.
Realisations in the Period
While there were no realisations of portfolio companies in the period, the sale of the trade and liabilities of Wooshii was completed; no proceeds were received on exit, in line with its minimal carrying value, although there is the potential for a small return for the Company depending on future trading.
The Company recognised additional deferred consideration of £0.3 million during the period relating to previously exited investments. Further details are given in note 6.
Post period-end, in October 2025, the Company realised its investment in Elucidat, receiving £5.5 million in initial proceeds, with additional deferred consideration of £0.7 million anticipated to be received over the next 18 months. To date, the Elucidat investment has generated a 1.3x return on the original cost of £4.3 million. Including deferred consideration, proceeds have the potential to rise to £6.2 million, and the return to 1.45x.
Financial Results
The movement in net asset value ("NAV") per ordinary share and the dividends paid are set out in the table below.
| | Pence per ordinary share | £000 | ||
| NAV at 31 March 2025 | | 80.55 | | 257,111 |
| Net gain from investment portfolio | 1.50 | | 5,293 | |
| Net operating income | - | | 129 | |
| Total Return in the period | | 1.50 | | 5,422 |
| Issue/buy-back of new shares | | - | | 28,548 |
| NAV before the payment of dividends |
| 82.05 |
| 291,081 |
| Dividends paid | | (2.00) | | (7,090) |
| NAV at 30 September 2025 | | 80.05 |
| 283,991 |
| Cumulative dividends paid | | 186.15 | | |
| Total Return: At 30 September 2025 |
| 266.20 |
| |
| At 31 March 2025 | | 264.70 | | |
Dividends
A first interim dividend of 2.00 pence per ordinary share was paid on 25 July 2025, bringing the cumulative dividends paid to date to 186.15 pence per ordinary share.
The Board has declared a second interim dividend of 2.00 pence per ordinary share for the year ending 31 March 2026 which will bring total dividends paid in the current financial year to 4.00 pence per ordinary share (2025: 5.25 pence per ordinary share). The dividend will be paid on 19 December 2025 to shareholders on the register on 21 November 2025.
Shareholder Relations
This year's Investor Workshop was held in London on 19 June, alongside British Smaller Companies VCT2 plc, (together the "BSC VCTs"), welcoming around 200 attendees. The theme for the day was Artificial Intelligence (AI). Alongside the more regular updates on the performance and outlook of the BSC VCTs that are covered every year, the attendees heard from an independent expert who spoke about the development of AI and what the future might hold. CEOs of portfolio businesses Xapien and AutomatePro provided overviews on their companies and how they are using AI within their own product offerings.
Fundraising
Having assessed its expected cash requirements, the Company announced a new share offer on 25 September 2025, alongside British Smaller Companies VCT2 plc, with the intention of raising up to £85 million (in aggregate), which includes an over-allotment facility of £25 million. Applications exceeding £58 million have been received as of the date of this report, of which £36 million relate to the Company. The allotment of the first £25 million of gross proceeds will take place between 2 and 31 January 2026. All other applications accepted will be allotted between 1 and 2 April 2026. Funds awaiting allotment will receive additional shares equivalent to a 2.36 per cent per annum return (rate subject to change by the receiving agent's banking provider).
Outlook
The short to medium term economic outlook remains impacted by concerns around sticky inflation and pressures on fiscal headroom, which contribute to an uncertain picture at this stage.
Despite broader economic uncertainty, innovative companies can still prevail. It is encouraging to see several of the underlying holdings in the portfolio delivering strong levels of growth, as they develop their offerings and take on more customers in new and existing markets.
With a well-positioned portfolio and a new fundraising offer that has been well-received to date by existing and new shareholders, we retain our optimism for the Company's future prospects as it moves into the second half of its financial year.
I thank our shareholders for their continued support.
Rupert Cook
Chairman
28 November 2025
OBJECTIVES AND STRATEGY
The Company's objective is to maximise Total Return and provide investors with a long-term tax free dividend yield whilst maintaining the Company's status as a venture capital trust.
Investment Strategy
The Company seeks to build a broad portfolio of investments in early-stage companies focused on growth, with the aim of spreading the maturity profiles and maximising return, as well as ensuring compliance with VCT Regulations.
The Company predominantly invests in unquoted smaller companies and expects that this will continue to make up the significant majority of the portfolio. It will also retain holdings in cash or near-cash investments to provide a reserve of liquidity which will maximise the Company's flexibility as to the timing of investment acquisitions and disposals, dividend payments and share buy-backs.
Unquoted investments are structured using various investment instruments, including ordinary shares, preference shares, convertible securities and, very occasionally, loan stock, to achieve an appropriate balance of income and capital growth, having regard to the VCT Regulations. The portfolio is diversified by investing in a broad range of industry sectors. The normal investment period into the portfolio companies is expected to be typically between the range of five to seven years.
Investment Policy
The investment policy of the Company is to invest in UK businesses across a broad range of sectors that blends a mix of businesses operating in established and emerging industries that offer opportunities in the application and development of innovation in their products and services.
These investments will all meet the definition of a Qualifying Investment and be primarily in unquoted UK companies. It is anticipated that the majority of these will be re-investing their profits for growth and the investments will comprise mainly equity instruments.
The Company seeks to build a broad portfolio of investments in early-stage companies focused on growth with the aim of spreading the maturity profiles and maximising return as well as ensuring compliance with the VCT guidelines.
INVESTMENT REVIEW
At 30 September 2025 the Company's portfolio was valued at £167.1 million. The top ten investments represent 36.6 per cent of the net asset value, with the largest representing 7.2 per cent of the net asset value.
The movements in the investment portfolio are set out below:
Table A
Investment Portfolio
| | Portfolio £million |
| Opening fair value at 1 April 2025 | 153.4 |
| Additions | 8.7 |
| Net revaluation arising from the investment portfolio | 5.0 |
| Closing fair value at 30 September 2025 | 167.1 |
The Company's portfolio value increased by £5.0 million in the period. There were upward revaluations from Summize, Unbiased, Xapien, AutomatePro, Spotless Water and SharpCloud, offset by decreases from Matillion, Outpost and Vuealta.
Realisation of Investments
The Company recognised additional deferred consideration of £0.3 million during the period. Further details are given in note 6.
Investments
During the six months ended 30 September 2025, the Company invested £8.7 million into seven companies. This comprised two new investments, totalling £4.2 million, and five follow-on investments, totalling £4.5 million. A further £1.6 million was invested post period-end. A breakdown of these investments is shown below:
| | | Investments made £million | ||
| Company | Description | New | Follow-on | Total |
| S4labour | Workforce management | 2.4 | - | 2.4 |
| AutomatePro | Automated software testing | - | 1.9 | 1.9 |
| DynaRisk | Cyber risk solutions | 1.8 | - | 1.8 |
| Fuuse | EV charging point software | - | 1.8 | 1.8 |
| Force24 | B2B marketing automation software | - | 0.4 | 0.4 |
| Panintelligence | Business Intelligence software | - | 0.3 | 0.3 |
| Relative Insight | Text data analytics | - | 0.1 | 0.1 |
| Invested in the period |
| 4.2 | 4.5 | 8.7 |
| Plandek | Software development processes | - | 1.6 | 1.6 |
| Invested in the year to date |
| 4.2 | 6.1 | 10.3 |
Cash Deposits and other Liquid Funds
The Company takes an active approach to cash management, while ensuring its primary aim of capital preservation is met. A portion of the Company's liquid assets are held across a diversified range of Triple-A rated money market funds, managed by global institutions. The balance is held as readily accessible cash, all of which is held at Tier 1 Financial Institutions (A2 rated or above). £2.4 million of income was earned from money market funds and bank deposits during the period. At 30 September 2025, the Company was achieving a weighted average return on liquid assets of 3.9 per cent; at the time of publication, this had reduced to 3.8 per cent, decreasing in line with global interest rates.
PORTFOLIO
The top 10 investments had a combined value of £104.0 million, 62.3 per cent of the total portfolio.
| Name of company | Industry Sector | Date of initial investment | Amount invested £000 | Valuation at 30 September 2025 £000 | Recognised Income / proceeds to date £000 | Realised & unrealised value to date* £000 |
| Matillion Limited | Data | Nov 16 | 2,666 | 20,420 | 7,071 | 27,491 |
| Unbiased EC1 Limited | Tech-enabled Services | Dec 19 | 5,596 | 16,097 | - | 16,097 |
| Vypr Validation Technologies Limited | Tech-enabled Services | Jan 21 | 5,698 | 10,890 | - | 10,890 |
| AutomatePro Limited | Cloud & DevOps | Dec 22 | 5,885 | 10,237 | - | 10,237 |
| Xapien (via Digital Insight Technologies Ltd) | Application Software | Mar 23 | 6,095 | 10,201 | - | 10,201 |
| Summize Limited | Application Software | Oct 22 | 2,550 | 9,098 | - | 9,098 |
| SharpCloud Software Limited | Data | Oct 19 | 4,380 | 8,528 | - | 8,528 |
| DrDoctor (trading as ICNH Ltd) | Application Software | Feb 23 | 5,355 | 6,342 | - | 6,342 |
| Workbuzz Analytics Ltd | Application Software | Jun 23 | 4,703 | 6,173 | - | 6,173 |
| Force24 Ltd | Application Software | Nov 20 | 4,275 | 6,053 | 205 | 6,258 |
| Quality Clouds Limited | Cloud & DevOps | May 22 | 5,821 | 5,566 | - | 5,566 |
| Outpost VFX Limited | New Media | Feb 21 | 5,750 | 5,392 | 170 | 5,562 |
| Elucidat Ltd | Application Software | May 19 | 4,260 | 5,311 | 798 | 6,109 |
| Fuuse Limited | Application Software | May 24 | 4,800 | 5,288 | - | 5,288 |
| Tonkotsu Limited | Retail & Brands | Jun 19 | 2,388 | 4,207 | - | 4,207 |
| Plandek Limited | Cloud & DevOps | Oct 22 | 3,540 | 4,070 | - | 4,070 |
| Spotless Water Limited | Business Services | Jun 24 | 2,183 | 3,222 | - | 3,222 |
| S4 Labour Limited | Application Software | Apr 25 | 2,400 | 2,801 | - | 2,801 |
| GEEIQ (via Checkpoint GG Limited) | Data | Sep 23 | 2,358 | 2,745 | - | 2,745 |
| Stormharvester Limited | Data | Jan 25 | 2,100 | 2,517 | - | 2,517 |
| Biorelate Limited | Application Software | Nov 22 | 2,310 | 2,344 | - | 2,344 |
| Frescobol Carioca Ltd | Retail & Brands | Mar 19 | 1,800 | 2,192 | - | 2,192 |
| Relative Insight Limited | Tech-enabled Services | Mar 22 | 4,586 | 2,114 | 35 | 2,149 |
| Panintelligence (via Paninsight Limited) | Data | Nov-19 | 1,781 | 1,834 | - | 1,834 |
| Arcus Global Limited | Application Software | May 18 | 3,075 | 1,830 | 353 | 2,183 |
| DynaRisk (via Zen Risk Limited) | Application Software | Jul-25 | 1,800 | 1,800 | - | 1,800 |
| Integrum ESG Limited | Data | Sep 24 | 1,740 | 1,740 | - | 1,740 |
| Ohalo Limited | Data | Jun 24 | 1,665 | 1,602 | - | 1,602 |
| KeTech Technology Holdings Limited | Tech-enabled Services | Nov 15 | 2,000 | 1,303 | 4,059 | 5,362 |
| Teraview Limited | Advanced Manufacturing | Apr 17 | 377 | 1,019 | - | 1,019 |
| Value £1.0 million and below | | | 18,851 | 4,178 | 12,242 | 16,420
|
| Total unquoted investments |
| 122,788 | 167,114 | 24,933 | 192,047 | |
| Full disposals to date | | | 83,919 | - | 174,247 | 174,247 |
| Total portfolio |
|
| 206,707 | 167,114 | 199,180 | 366,294 |
* Represents recognised income and proceeds received to date plus the unrealised valuations at 30 September 2025.
THE PORTFOLIO AT A GLANCE
AGE OF INVESTMENTS (%)
| |
2025 |
| Less than 1 year | 4% |
| Between 1 and 3 years | 38% |
| Between 3 and 5 years | 18% |
| Greater than 5 years | 40% |
| Total | 100% |
VALUE COMPARED TO COST (%)
| |
2025 |
| Value above cost | 87% |
| At cost | 3% |
| Value below cost | 10% |
| Total | 100% |
INVESTMENT INSTRUMENT (%)
| |
2025 |
| Loan | 2% |
| Preference shares | 2% |
| | 4% |
| Equity | 96% |
| Total | 100% |
INDUSTRY SECTOR (%)
| |
2025 |
| Application Software | 34% |
| Data | 24% |
| Tech-enabled Services | 19% |
| Cloud & DevOps | 13% |
| Retail & Brands | 4% |
| New Media | 3% |
| Business Services | 2% |
| Other | 1% |
| Total | 100% |
PRINCIPAL RISKS AND UNCERTAINTIES
In accordance with DTR 4.2.7, the Board confirms that the principal risks and uncertainties facing the Company have not materially changed from those identified in the Annual Report and Accounts for the year ended 31 March 2025. The Board acknowledges that there is regulatory risk and continues to manage the Company's affairs in such a manner as to comply with section 274 of the Income Tax Act 2007.
In summary, the principal risks are:
> Macroeconomic;
> Portfolio;
> ESG;
> Strategic;
> Legislative & Regulatory;
> Operational;
> Liquidity; and
> Emerging risk - Cyber Security & Information Technology.
Full details of the principal risks can be found in the financial statements for the year ended 31 March 2025 on pages 32 to 35, a copy of which is available at www.bscfunds.com.
DIRECTORS' RESPONSIBILITIES STATEMENT
The directors of British Smaller Companies VCT plc confirm that, to the best of their knowledge, the condensed set of financial statements in the interim report have been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" as adopted by the UK, and give a true and fair view of the assets, liabilities, financial position and profit and loss of British Smaller Companies VCT plc, and that the interim management report includes a true and fair review of the information required by DTR 4.2.7R and DTR 4.2.8R.
The directors of British Smaller Companies VCT plc are listed in note 10 of these interim financial statements.
By order of the Board
Rupert Cook
Chairman
UNAUDITED STATEMENT OF COMPREHENSIVE INCOME
for the six months ended 30 September 2025
| |
Notes | Unaudited 6 months ended 30 September 2025 | Unaudited 6 months ended 30 September 2024 | ||||
| Revenue £000 | Capital £000 | Total £000 | Revenue £000 | Capital £000 | Total £000 | ||
| Gain on investments held at fair value | 6 | - | 4,982 | 4,982 | - | 50 | 50 |
| Gain (loss) on disposal of investments | 6 | - | 311 | 311 | - | (662) | (662) |
| Income | 2 | 2,705 | - | 2,705 | 3,084 | - | 3,084 |
| Total income |
| 2,705 | 5,293 | 7,998 | 3,084 | (612) | 2,472 |
| Administrative expenses: |
|
|
|
| | | |
| Manager's fee |
| (527) | (1,582) | (2,109) | (446) | (1,338) | (1,784) |
| Other expenses |
| (467) | - | (467) | (424) | - | (424) |
|
|
| (994) | (1,582) | (2,576) | (870) | (1,338) | (2,208) |
| Profit (loss) before taxation |
| 1,711 | 3,711 | 5,422 | 2,214 | (1,950) | 264 |
| Taxation | 3 | (213) | 213 | - | - | - | - |
| Profit (loss) for the period |
| 1,498 | 3,924 | 5,422 | 2,214 | (1,950) | 264 |
| Total comprehensive income (expense) for the period |
| 1,498 | 3,924 | 5,422 | 2,214 | (1,950) | 264 |
| |
|
|
|
| | | |
| Basic and diluted earnings (loss) per ordinary share | 5 | 0.42p | 1.11p | 1.53p | 0.73p | (0.64p) | 0.09p |
The Total column of this statement represents the Company's Unaudited Statement of Comprehensive Income, prepared in accordance with UK adopted international accounting standards. The supplementary Revenue and Capital columns are prepared under the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' (issued in July 2022 - "SORP") published by the Association of Investment Companies.
UNAUDITED BALANCE SHEET
as at 30 September 2025
| |
| Unaudited 30 September 2025
| Unaudited 30 September 2024
| Audited 31 March 2025
|
|
| Notes | £000 | £000 | £000 |
| ASSETS |
|
|
|
|
| Non-current assets at fair value through profit or loss | | | | |
| Financial assets at fair value through profit or loss | 6 | 168,568 | 149,569 | 156,260 |
| Other assets | | 1,794 | - | - |
| | | 170,362 | 149,569 | 156,260 |
| Current assets | |
| | |
| Accrued income and other assets | | 1,430 | 940 | 1,224 |
| Current asset investments | | 75,750 | 66,750 | 69,000 |
| Cash at bank and other cash equivalents | | 36,746 | 29,805 | 30,971 |
| | | 113,926 | 97,495 | 101,195 |
| LIABILITIES | |
| | |
| Current liabilities | |
| | |
| Trade and other payables | | (297) | (255) | (344) |
| Net current assets | | 113,629 | 97,240 | 100,851 |
| Net assets | | 283,991 | 246,809 | 257,111 |
| | |
| | |
| Shareholders' equity | |
| | |
| Share capital | | 39,169 | 33,226 | 35,338 |
| Share premium account | | 131,977 | 90,648 | 105,086 |
| Capital reserve | | 56,496 | 69,334 | 65,203 |
| Investment holding gains and losses reserve | | 53,655 | 49,257 | 48,673 |
| Revenue reserve | | 2,694 | 4,344 | 2,811 |
| Total shareholders' equity | | 283,991 | 246,809 | 257,111 |
| Net asset value per ordinary share | 7 | 80.05p | 81.80p | 80.55p |
Signed on behalf of the Board
Rupert Cook
Chairman
28 November 2025
UNAUDITED STATEMENT OF CHANGES IN EQUITY
for the six months ended 30 September 2025
| | Share capital
| Share premium account
| Capital reserve
| Investment holding gains and losses reserve | Revenue reserve
| Total equity
|
|
| £000 | £000 | £000 | £000 | £000 | £000 |
| At 31 March 2024 | 28,830 | 58,293 | 79,171 | 49,207 | 4,099 | 219,600 |
| Revenue return for the period | - | - | - | - | 2,214 | 2,214 |
| Expenses charged to capital | - | - | (1,338) | - | - | (1,338) |
| Investment holding gain on investments held at fair value | - | - | - | 50 | - | 50 |
| Realisation of investments in the period | - | - | (662) | - | - | (662) |
| Total comprehensive (expense) income for the period | - | - | (2,000) | 50 | 2,214 | 264 |
| Issue of share capital | 4,259 | 32,584 | - | - | - | 36,843 |
| Issue of shares - DRIS | 137 | 981 | - | - | - | 1,118 |
| Issue costs | - | (1,210) | - | - | - | (1,210) |
| Purchase of own shares | - | - | (3,760) | - | - | (3,760) |
| Dividends | - | - | (4,077) | - | (1,969) | (6,046) |
| Total transactions with owners | 4,396 | 32,355 | (7,837) | - | (1,969) | 26,945 |
| At 30 September 2024 | 33,226 | 90,648 | 69,334 | 49,257 | 4,344 | 246,809 |
| Revenue return for the period | - | - | - | - | 764 | 764 |
| Expenses charged to capital | - | - | (1,492) | - | - | (1,492) |
| Investment holding gain on investments held at fair value | - | - | - | 5,606 | - | 5,606 |
| Realisation of investments in the period | - | - | 1,627 | - | - | 1,627 |
| Taxation | - | - | 517 | - | (517) | - |
| Total comprehensive income for the period | - | - | 652 | 5,606 | 247 | 6,505 |
| Issue of share capital | 1,888 | 13,348 | - | - | - | 15,236 |
| Issue of shares - DRIS | 224 | 1,552 | - | - | - | 1,776 |
| Issue costs | - | (462) | - | - | - | (462) |
| Purchase of own shares | - | - | (2,950) | - | - | (2,950) |
| Dividends | - | - | (8,023) | - | (1,780) | (9,803) |
| Total transactions with owners | 2,112 | 14,438 | (10,973) | - | (1,780) | 3,797 |
| Realisation of prior year investment holding gains | - | - | 6,190 | (6,190) | - | - |
| At 31 March 2025 | 35,338 | 105,086 | 65,203 | 48,673 | 2,811 | 257,111 |
| Revenue return for the period | - | - | - | - | 1,711 | 1,711 |
| Expenses charged to capital | - | - | (1,582) | - | - | (1,582) |
| Investment holding gain on investments held at fair value | - | - | - | 4,982 | - | 4,982 |
| Realisation of investments in the period | - | - | 311 | - | - | 311 |
| Taxation | - | - | 213 | - | (213) | - |
| Total comprehensive (expense) income for the period | - | - | (1,058) | 4,982 | 1,498 | 5,422 |
| Issue of share capital | 3,680 | 26,826 |
|
|
| 30,506 |
| Issue of shares - DRIS | 151 | 1,039 | - | - | - | 1,190 |
| Issue costs | - | (974) | - | - | - | (974) |
| Purchase of own shares | - | - | (2,174) | - | - | (2,174) |
| Dividends | - | - | (5,475) | - | (1,615) | (7,090) |
| Total transactions with owners | 3,831 | 26,891 | (7,649) | - | (1,615) | 21,458 |
| At 30 September 2025 | 39,169 | 131,977 | 56,496 | 53,655 | 2,694 | 283,991 |
* Other reserves includes the capital redemption reserve, the merger reserve and the other reserve, which are non-distributable.
Reserves available for distribution
Under the Companies Act 2006, the capital reserve and the revenue reserve are distributable reserves. The table below shows amounts that are available for distribution.
| | Capital reserve | Revenue reserve | Total
|
|
| £000 | £000 | £000 |
| Distributable reserves | 56,496 | 2,694 | 59,190 |
| Revaluation losses | (4,779) | - | (4,779) |
| Income/proceeds not yet distributable | (2,695) | (1,515) | (4,210) |
| Cancelled share premium not yet distributable | (1,484) | - | (1,484) |
| Reserves available for distribution* | 47,538 | 1,179 | 48,717 |
*subject to filing these interim financial statements at Companies House.
The capital reserve and the revenue reserve are both distributable reserves. These reserves total £59,190,000, representing a decrease of £8,824,000 in the period since 31 March 2025. The directors consider the level of the investment holding gains and losses reserve and the future requirements of the Company when determining the level of dividend payments.
Of the potentially distributable reserves of £59,190,000 shown above, £4,210,000 relates to income/proceeds not yet received, £1,484,000 relates to cancelled share premium which will become distributable from 1 April 2026, and revaluation losses of £4,779,000 included within the investment holding gains and losses reserve are not considered recoverable.
In October 2025, following approval at the annual general meeting and subsequent confirmation by the High Court, the Company cancelled the balance of its share premium account, and reduced the nominal value of the share capital of the Company from 10 pence per ordinary share to 0.01 pence per ordinary share. This created £171.1 million of additional distributable reserves over the next four years, as set out below.
| Available for distribution | Reserves arising from cancelled share premium £000 | Reserves arising from reduction in share capital £000 | Total £000 |
| July 2026, once the 2026 annual report has been circulated | 1,700 | 20,948 | 22,648 |
| 1 April 2027 | 56,593 | 7,853 | 64,446 |
| 1 April 2028 | 46,793 | 6,501 | 53,294 |
| 1 April 2029 | 26,891 | 3,828 | 30,719 |
| Total | 131,977 | 39,130 | 171,107 |
UNAUDITED STATEMENT OF CASH FLOWS
for the six months ended 30 September 2025
| | Notes | Unaudited 6 months ended 30 September 2025 £000 | Unaudited 6 months ended 30 September 2024 £000 | Audited year ended 31 March 2025
£000 |
| Profit before taxation* | | 5,422 | 264 | 6,769 |
| (Decrease) increase in trade and other payables | | (47) | 7 | 96 |
| Increase decrease in accrued income and other assets | | (293) | (654) | 759 |
| (Gain) loss on disposal of investments | | (311) | 662 | (965) |
| Gain on investments held at fair value | | (4,982) | (50) | (5,656) |
| Net cash (outflow) inflow from operating activities | | (211) | 229 | 1,003 |
| | |
| | |
| Cash flows from (used in) investing activities | |
| | |
| Purchase of financial assets at fair value through profit or loss | 6 | (8,722) | (20,423) | (29,288) |
| Proceeds from sale of financial assets at fair value through profit or loss | 6 | - | - | 7,259 |
| Deferred consideration | 6 | - | - | 451 |
| Net cash outflow from investing activities | | (8,722) | (20,423) | (21,578) |
| | |
| | |
| Cash flows from (used in) financing activities | |
| | |
| Issue of ordinary shares | | 30,506 | 36,843 | 52,079 |
| Costs of ordinary share issues** | | (974) | (1,210) | (1,672) |
| Purchase of own shares | | (2,174) | (3,760) | (6,710) |
| Dividends paid | 4 | (5,900) | (4,928) | (12,955) |
| Net cash inflow from financing activities | | 21,458 | 26,945 | 30,742 |
| | |
| | |
| Net increase in cash and cash equivalents | | 12,525 | 6,751 | 10,167 |
| Cash and cash equivalents at the beginning of the period | | 99,971 | 89,804 | 89,804 |
| Cash and cash equivalents at the end of the period | | 112,496 | 96,555 | 99,971 |
|
| |
| | |
| Cash and cash equivalents comprise | |
| | |
| Money market funds | | 75,750 | 66,750 | 69,000 |
| Cash at bank and other cash equivalents | | 36,746 | 29,805 | 30,971 |
| Cash and cash equivalents at the end of the period | | 112,496 | 96,555 | 99,971 |
* includes net income from:
| Dividends | | - | - | 372 |
| Interest | | 2,225 | 948 | 5,346 |
** Issue costs include both fundraising costs and expenses incurred from the Company's DRIS.
EXPLANATORY NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
1 General Information, Basis of Preparation and Principal Accounting Policies
These half-year statements have been approved by the directors whose names appear at note 10, each of whom has confirmed that to the best of their knowledge:
· the interim management report includes a fair review of the information required by rules 4.2.7 and 4.2.8 of the Disclosure Rules and the Transparency Rules; and
· the half-year statements have been prepared in accordance with IAS 34 'Interim financial reporting' and the Disclosure and Transparency Rules of the Financial Conduct Authority.
The half-year statements are unaudited and have not been reviewed by the auditors pursuant to the International Standard on Review Engagements (UK and Ireland) 2410 guidance on Review of Interim Financial Information performed by the independent Auditor of the entity. They do not constitute full financial statements as defined in section 435 of the Companies Act 2006. The comparative figures for the year ended 31 March 2025 do not constitute full financial statements and have been extracted from the Company's financial statements for the year ended 31 March 2025. Those accounts were reported upon without qualification by the auditors and have been delivered to the Registrar of Companies.
The accounting policies and methods of computation followed in the half-year statements are the same as those adopted in the preparation of the audited financial statements for the year ended 31 March 2025. They do not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the 2025 annual report.
The accounts have been prepared on a going concern basis as set out below and in accordance with UK adopted international accounting standards.
The accounts have been prepared under the historical cost basis as modified by the measurement of investments at fair value through profit or loss.
The accounts have been prepared in compliance with the recommendations set out in the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' issued by the Association of Investment Companies (issued in July 2022 - "SORP") to the extent that they do not conflict with UK adopted international accounting standards.
The financial statements are prepared in accordance with UK adopted international accounting standards (International Financial Reporting Standards ("IFRS") and International Accounting Standards ("IAS")) and interpretations in force at the reporting date. New standards coming into force during the period and future standards that come into effect after the period-end have not had a material impact on these financial statements.
The Company has carried out an assessment of accounting standards, amendments and interpretations that have been issued by the IASB and that are effective for the current reporting period. The Company has determined that the transitional effects of the standards do not have a material impact.
The financial statements are presented in sterling and all values are rounded to the nearest thousand (£000), except where stated.
Going Concern: The directors have carefully considered the issue of going concern and are satisfied that the Company has sufficient resources to meet its obligations as they fall due for a period of at least 12 months from the date these half-year statements were approved. As at 30 September 2025 the Company held cash balances and money market funds with a combined value of £112,496,000. Cash flow projections show the Company has sufficient funds to meet both its contracted expenditure and its discretionary cash outflows in the form of share buy-backs and the dividend policy. In the year ended 31 March 2025 the Company's costs and discretionary expenditures were:
| | £'000 |
| Administrative expenses (before fair value movement related to credit risk) | 4,632 |
| Share buy-backs | 6,710 |
| Dividends (before DRIS) | 15,849 |
| Total | 27,191 |
The directors therefore believe that it is appropriate to continue to apply the going concern basis of accounting in preparing these half-year statements.
2 Income
| | Unaudited 6 months ended 30 September 2025 £000 | Unaudited 6 months ended 30 September 2024 £000 |
| Income from investments | | |
| - Interest on loans to unquoted companies | 77 | 137 |
| - Dividends from unquoted companies | 241 | 323 |
| | 318 | 460 |
| Income from money market funds | 1,748 | 1,714 |
| Income from investments held at fair value through profit or loss | 2,066 | 2,174 |
| Interest from bank deposits | 639 | 910 |
| | 2,705 | 3,084 |
3 Taxation
| | Unaudited 6 months ended 30 September 2025 | Unaudited 6 months ended 30 September 2024 | ||||
| Revenue | Capital | Total | Revenue | Capital | Total | |
| £000 | £000 | £000 | £000 | £000 | £000 | |
| Profit (loss) before taxation | 1,711 | 3,711 | 5,422 | 2,214 | (1,950) | 264 |
| Profit (loss) before taxation multiplied by the standard small company rate of corporation tax in UK of 19.0% (2024: 19.0%) | 325 | 705 | 1,030 | 421 | (371) | 50 |
| Effect of: |
|
|
| | | |
| UK dividends received | (112) | - | (112) | (61) | - | (61) |
| Non-taxable (gains) losses on investments | - | (1,006) | (1,006) | - | 116 | 116 |
| Deferred tax not recognised | - | 88 | 88 | (360) | 255 | (105) |
| Tax charge (credit) | 213 | (213) | - | - | - | - |
The Company has no provided, or unprovided, deferred tax liability in either period.
Deferred tax assets in respect of losses have not been recognised as the directors do not currently believe that it is probable that sufficient taxable profits will be available against which the assets can be recovered.
Due to the Company's status as a venture capital trust, and the continued intention to meet the conditions required to comply with Chapter 3 Part 6 of the Income Tax Act 2007, the Company has not provided deferred tax on any capital gains or losses arising on the revaluation or realisation of investments.
4 Dividends
Amounts recognised as distributions to equity holders in the period:
| | Unaudited six months ended 30 September 2025 | Unaudited six months ended 30 September 2024 | ||||
| | Revenue | Capital | Total | Revenue | Capital | Total |
| | £000 | £000 | £000 | £000 | £000 | £000 |
| First interim dividend for the year ending 31 March 2026 of 2.00p (2025: 2.00p) per ordinary share | 1,615 | 5,475 | 7,090 | 1,969 | 4,077 | 6,046 |
| | 1,615 | 5,475 | 7,090 | 1,969 | 4,077 | 6,046 |
| Shares allotted under DRIS |
|
| (1,190) | | | (1,118) |
| Dividends paid in the Statement of Cash Flows |
|
| 5,900 | | | 4,928 |
| | Audited year ended 31 March 2025 | ||
| | Revenue | Capital | Total |
| | £000 | £000 | £000 |
| First interim dividend for the year ended 31 March 2025 of 2.00p per ordinary share | 1,969 | 4,077 | 6,046 |
| Second interim dividend for the year ended 31 March 2025 of 1.50p per ordinary share | 1,780 | 4,257 | 6,037 |
| Special dividend for the year ended 31 March 2025 of 1.25p | - | 3,766 | 3,766 |
| | 3,749 | 12,100 | 15,849 |
| Shares allotted under DRIS | | | (2,894) |
| Dividends paid in the Statement of Cash Flows |
|
| 12,955 |
The first interim dividend of 2.00 pence per ordinary share was paid on 25 July 2025 to shareholders on the register as at 27 June 2025.
A second interim dividend of 2.00p per ordinary share amounting to approximately £7.1 million is proposed. This dividend has not been recognised in these half-year financial statements as the obligation did not exist at the balance sheet date.
5 Basic and Diluted Earnings (Loss) per Ordinary Share
The basic and diluted earnings per ordinary share is based on the profit after tax attributable to equity shareholders of £5,422,000 (30 September 2024: £264,000) and 355,464,523 (30 September 2024: 303,413,390) ordinary shares being the weighted average number of ordinary shares in issue during the period.
The basic and diluted revenue earnings per ordinary share is based on the revenue profit attributable to equity shareholders of £1,498,000 (30 September 2024: £2,214,000) and 355,464,523 (30 September 2024: 303,413,390) ordinary shares being the weighted average number of ordinary shares in issue during the period.
The basic and diluted capital earnings (loss) per ordinary share is based on the capital profit attributable to equity shareholders of £3,924,000 (30 September 2024: loss of £1,950,000) and 355,464,523 (30 September 2024: 303,413,390) ordinary shares being the weighted average number of ordinary shares in issue during the period.
During the period the Company allotted 36,799,582 new ordinary shares from the fundraising, and 1,515,132 new ordinary shares in respect of its DRIS.
The Company has also repurchased 2,829,122 of its own shares in the period and these shares are held in the capital reserve. The total of 37,028,118 treasury shares has been excluded in calculating the weighted average number of ordinary shares during the period.
The Company has no dilutive shares and consequently, basic and diluted earnings per ordinary share are equivalent at 30 September 2025, 31 March 2025 and 30 September 2024.
6 Financial Assets at Fair Value through Profit or Loss
| | 30 September 2025 £000 | 30 September 2024 £000 |
| Investment portfolio | 167,114 | 147,065 |
| Accrued income and other assets* | 1,454 | 2,504 |
| Financial assets at fair value through profit and loss | 168,568 | 149,569 |
* Relates to accrued income not past due which has been disclosed as part of the investment value.
IFRS 13, in respect of financial instruments that are measured in the balance sheet at fair value, requires disclosure of fair value measurements by level within the following fair value measurement hierarchy:
· Level 1: quoted prices in active markets for identical assets or liabilities. The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is defined as a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The quoted market price used for financial assets held by the Company is the current bid price. These instruments are included in Level 1 and comprise money market funds classified as held at fair value through profit or loss. The Company's current asset investments fall into this category.
· Level 2: the fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2. The Company held no such instruments in the current or prior year.
· Level 3: the fair value of financial instruments that are not traded in an active market (for example, investments in unquoted companies) is determined by using valuation techniques such as revenue or earnings multiples. If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3. All of the Company's investments classified as financial instruments classified at fair value through profit and loss fall into this category.
Each investment is reviewed at least quarterly to ensure that it has not ceased to meet the criteria of the level in which it was included at the beginning of each accounting period. There have been no transfers between these classifications in the period (2024: none).
The change in fair value for the current and previous year is recognised through profit or loss. All items held at fair value through profit or loss were designated as such upon initial recognition.
Valuation of Investments
Unquoted investments are valued in accordance with IFRS 13 "Fair Value Measurement" and using the International Private Equity and Venture Capital ("IPEV") Valuation Guidelines ("the Guidelines").
Initial measurement
The best estimate of the initial fair value of an unquoted investment is the cost of the investment. Unless there are indications that this is inappropriate, an unquoted investment will be held at this value within the first three months of investment.
Subsequent measurement
Based on the Guidelines we have identified six of the most widely used valuation methodologies for unquoted investments. The Guidelines advocate that the best valuation methodologies are those that draw on external, objective market-based data in order to derive a fair value.
Full details of the methods used by the Company were set out on pages 69 and 70 of the financial statements for the year ended 31 March 2025, a copy of which can be found at www.bscfunds.com.
The primary methods used for valuing non-quoted investments, and the key assumptions relating to them are:
Unquoted Investments
· Revenue multiple. An appropriate multiple, given the risk profile and revenue growth prospects of the underlying company, is applied to the revenue of the company. The multiple is adjusted to reflect any risk associated with lack of marketability and to take account of the differences between the investee company and the benchmark company or companies used to derive the multiple.
· Earnings multiple. An appropriate multiple, given the risk profile and earnings growth prospects of the underlying company, is applied to the maintainable earnings of the company. The multiple is adjusted to reflect any risk associated with lack of marketability and to take account of the differences between the investee company and the benchmark company or companies used to derive the multiple.
Movements in investments at fair value through profit or loss during the six months to 30 September 2025 are summarised as follows:
|
IFRS 13 measurement classification | Level 3 Unquoted Investments £000 |
| Opening cost | 104,737 |
| Opening valuation gain | 48,673 |
| Opening fair value at 1 April 2025 | 153,410 |
| Additions at cost | 8,722 |
| Net profit on disposals* | - |
| Change in fair value | 5,857 |
| Foreign exchange loss | (875) |
| Closing fair value at 30 September 2025 | 167,114 |
| Closing cost | 113,459 |
| Closing valuation gain | 53,655 |
| Closing fair value at 30 September 2025 | 167,114 |
* the net profit on disposal in the table above is £nil whereas that shown in the Statement of Comprehensive Income is £311,000. The difference comprises the change in the value of deferred proceeds totalling £311,000 in respect of assets that have been disposed of and are not included in the investment portfolio at 1 April 2025.
Level 3 valuations include assumptions based on non-observable data, such as discounts applied either to reflect changes in the fair value of financial assets held at the price of recent investment, or to adjust revenue or earnings multiples.
IFRS13 requires disclosure, by class of financial instruments, if the effect of changing one or more inputs to reasonably possible alternative assumptions would result in a significant change to the fair value measurement. Each unquoted portfolio company has been reviewed in order to identify the sensitivity of the valuation methodology to using alternative assumptions, which still fall within the IPEV Guidelines. Where discounts have been applied (for example to revenue/earnings levels or multiple ratios) alternatives have been considered. For each unquoted investment, two scenarios have been modelled, principally a 5 per cent change to discount rates, although other factors were considered on an individual portfolio company basis: more prudent assumptions (downside case) and more optimistic assumptions (upside case). Applying the downside case, the value of the unquoted investments would be £6.2 million or 3.7 per cent lower (2024: £6.3 million or 4.3 per cent lower). Using the upside case, the value would be increased by £6.3 million or 3.8 per cent (2024: £6.4 million or 4.4 per cent).
All of the Company's investments are in unquoted companies held at fair value. The valuation methodology for these investments includes the application of externally produced revenue and earnings multiples. Therefore, the value of the unquoted element of the portfolio is also indirectly affected by price movements on the listed market. Those using revenue and earnings multiple methodologies include judgements regarding the level of discount applied to that multiple. The effect of changing the level of discounts applied to the multiples is considered above.
There have been no individual fair value adjustments downwards during the period that exceeded 5 per cent of the total assets of the Company (31 March 2025: none).
There were no disposals during the period, but the following changes to deferred consideration from prior year realisations were recognised.
| | Net proceeds from sale
£000 | Cost
£000 | Opening carrying value as at 1 April 2025 £000 | Profit over opening carrying value £000 |
| Unquoted investments |
|
|
|
|
| ACC Aviation Group Limited | 80 | - | - | 80 |
| Traveltek Group Holdings Limited | 231 | - | - | 231 |
| Deferred consideration | 311 | - | - | 311 |
| Total from investment portfolio* | 311 | - | - | 311 |
* The total from disposals in the table above is £311,000 whereas that shown in the Statement of Cash Flows is £nil. This is due to the timing differences between the recognition of the deferred income arising on realisations and its receipt in cash.
7 Basic and Diluted Net Asset Value per Ordinary Share
The basic and diluted net asset value per ordinary share is calculated on attributable assets of £283,991,000 (30 September 2024 and 31 March 2025: £246,809,000 and £257,111,000 respectively) and 354,664,249 (30 September 2024 and 31 March 2025: 301,891,749 and 319,178,657 respectively) ordinary shares in issue at 30 September 2025.
Treasury shares have been excluded in calculating the number of ordinary shares in issue at 30 September 2025.
The Company has no potentially dilutive shares and consequently, basic and diluted net asset values are equivalent at 30 September 2025, 31 March 2025 and 30 September 2024.
8 Total Return
Total Return per ordinary share is calculated on cumulative dividends paid of 186.15 pence per ordinary share (30 September 2024: 180.90 pence per ordinary share and 31 March 2025: 184.15 pence per ordinary share) plus the net asset value as calculated in note 7.
9 Post Balance Sheet Events
Subsequent to the period end the Company has invested a further £1.6 million into portfolio company Plandek.
Post period-end, in October 2025, the Company realised its investment in Elucidat, receiving £5.5 million in initial proceeds, with additional deferred consideration of £0.7 million anticipated to be received over the next 18 months. To date, the Elucidat investment has generated an overall return of £5.5 million, a 1.3x return on the original cost of £4.3 million. Including deferred consideration, proceeds have the potential to rise to £6.2 million, and the return to 1.45x.
10 Directors
The directors of the Company are Rupert Cook, Adam Bastin, Jonathan Cartwright and Purvi Sapre.
11 Other Information
Copies of the interim report can be obtained from the Company's registered office: 4th Floor, 2 Bond Court, Leeds, LS1 2JZ or from www.bscfunds.com.
12 Interim Dividend for the year ending 31 March 2026
The Directors have previously announced the payment of an interim dividend for the year ending 31 March 2026 of 2.00 pence per ordinary share ("Interim Dividend").
The Interim Dividend will be paid on 19 December 2025 to those shareholders on the Company's register at the close of business on 21 November 2025. The ex-dividend date will be 20 November 2025.
13 Dividend Re-investment Scheme ("DRIS")
The Company operates a DRIS. The latest date for receipt of DRIS elections so as to participate in the DRIS in respect of the Interim Dividend is the close of business on 5 December 2025.
14 Inside Information
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU No. 596/2014). Upon the publication of this announcement via Regulatory Information Service this inside information is now considered to be in the public domain.
For further information, please contact:
Marcus Karia YFM Equity Partners Tel: 0113 244 1000
Alex Collins Panmure Liberum Tel: 0207 886 2767
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