Finely crafted investments
Amati AIM VCT plc
Annual Report &
Financial Statements
For the year ended 31 January 2025
Company Registration No. 04138683
Amati AIM VCT plc
OUR STRATEGY
The investment objective of
the Company is to generate
tax free capital gains and
income on investors’ funds
through investments primarily
in AIM-traded companies.
DIVIDEND POLICY
The Board aims to pay
annual dividends of around
5% of the Company’s
Net Asset Value at its
immediately preceding
financial year end, subject to
distributable reserves and
cash resources, and with the
authority to increase or
decrease this level at the
Directors’ discretion.
Company Registration No. 04138683
This document is important. Shareholders who are in any doubt as
to what action to take should consult an appropriate independent
adviser. If you have sold or transferred all your shares in the
Company, this document should be passed to the person through
whom the sale or transfer was effected for transmission to the
purchaser or transferee.
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Amati AIM VCT plc
Annual Report & Financial Statements 2025
Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
For the year ended 31 January 2025
NAV Total return
for the year†
-2.4%
(2024: -22.6%)
£10.0m
invested in qualifying
holdings during the year
(2024: £13.3m)
2.1%
Ongoing charges**†
(2024: 2.0%)
6.4%
Discount to NAV†
(2024: 6.6%)
22.0%
Dividend yield***†
(2024: 5.3%)
Year end
Net Asset Value per share†
76.4p
(2024: 94.7p)
Highlights
Highlights 1
Strategic Report
Chairman’s Statement 4
Fund Manager’s Review 7
Fund Manager Biographies 13
Investment Portfolio 16
Investment Objectives, Investment
Policy and Investment Strategy 21
Fund Management and
Key Contracts 23
Principal and Emerging Risks 24
Section 172 Statement 28
Other Matters 32
Reports from the Directors
Board of Directors 34
Directors’ Report 35
Statement of Corporate
Governance 39
Report of the Audit Committee 43
Directors’ Remuneration Report 46
Statement of Directors’
Responsibilities 50
Independent Auditor’s Report to
the Members of Amati AIM VCT plc 51
Financial Statements
Income Statement 59
Statement of Changes in Equity 60
Balance Sheet 62
Statement of Cash Flows 63
Notes to the Financial Statements 64
Information for Shareholders
Shareholder Information 80
Alternative Performance Measures 81
Corporate Information IBC
Key data
31/01/25 31/01/24
Net Asset Value (“NAV”) £111.5m £143.1m
Shares in issue 146,009,780 151,069,824
NAV per share† 76.4p 94.7p
Share price 71.5p 88.5p
Market capitalisation £104.4m £133.7m
Share price discount to NAV† 6.4% 6.6%
NAV Total Return for the year
(assuming re-invested dividends) -2.4% -22.6%
Deutsche Numis Alternative Markets
Total Return Index* -2.7% -12.1%
Ongoing charges**† 2.1% 2.0%
Dividends paid and declared
in respect of the year 16.5p 5.0p
* Deutsche Numis Alternative Markets Index is included as a comparator benchmark for performance as
this index includes all companies listed on qualifying UK alternative markets.
** Ongoing charges calculated in accordance with the Association of Investment Companies’ (“AIC’s”)
guidance.
*** Dividend yield based on year end NAV and includes special dividends.
† See Alternative Performance Measures on pages 81 and 82. IBC: Inside Back Cover
2
Amati AIM VCT plc
Annual Report & Financial Statements 2025
Highlights
Table of investor returns
to 31 January 2025
From Date
NAV Total
Return with
dividends
re-invested
Deutsche Numis
Alternative
Markets
Total
Return Index
NAV following re-launch of the VCT under
management of Amati Global Investors (“Amati”) 9 November 2011* 81.1% 12.0%
NAV following appointment of Amati
as Manager of the VCT, which was known
as ViCTory VCT at the time 25 March 2010 90.0% 15.1%
* Date of the share capital reconstruction when the NAV was rebased to approximately 100p per share.
A table of historic returns is included on page 80.
Dividends paid and declared
Dividend history
Since the re-launch of the VCT under the management of Amati Global Investors*
Year ended 31 January
Total
dividends
per share**
p
Cumulative
dividends
per share
p
2011 4.74 4.74
2012 5.50 10.24
2013 6.00 16.24
2014 6.75 22.99
2015 6.25 29.24
2016 6.25 35.49
2017 7.00 42.49
2018 8.50 50.99
2019 7.50 58.49
2020 7.75 66.24
2021 10.50 76.74
2022 9.00 85.74
2023 7.00 92.74
2024 5.00 97.74
2025 16.50 114.24
* On 25 March 2010 Amati Global Investors was appointed as Manager of ViCTory VCT. On 8 November 2011 Invesco Perpetual AIM VCT merged with ViCTory VCT and
the name was changed to Amati VCT 2. On 4 May 2018 the Company merged with Amati VCT and the name was changed to Amati AIM VCT.
** Total dividends per share are the declared dividends of the financial year.
2025 total dividends
per share
16.50p
230.0% 28.6%
2025 2024
22.0% of NAV
Cumulative
dividends per share
114.24p
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Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
Amati AIM VCT plc
Annual Report & Financial Statements 2025
25/03/10
25/03/11
25/03/12
25/03/13
25/03/14
25/03/15
25/03/16
25/03/17
25/03/18
25/03/19
25/03/20
25/03/21
25/03/23
31/01/25
25/03/24
25/03/22
440
390
340
290
240
190
140
90
Amati AIM VCT NAV
Total Return
(rebased to 100)
Deutsche Numis Alternative
Markets Total Return Index
(rebased to 100)
Amati AIM VCT
Since Amati VCT
Merger into
Since Invesco
Perpetual Merger
into Amati VCT 2
31/1/01
31/1/02
31/1/03
31/1/04
31/1/05
31/1/06
31/1/07
31/1/08
31/1/09
31/1/10
31/1/11
31/1/12
31/1/13
31/1/14
31/1/15
31/1/16
31/1/17
31/1/18
31/1/19
31/1/20
31/1/21
31/1/22
31/1/23
31/1/25
31/1/24
210
190
170
150
130
110
90
70
50
30
Amati AIM VCT NAV Total
Return (rebased to 100)
Deutsche Numis Alternative
Markets Total Return Index
(rebased to 100)
Fund Performance
Historic performance
Amati AIM VCT NAV Total Return and Deutsche Numis
Alternative Markets Total Return Index from change
of Manager on 19 March 2010 (first Net Asset Value
calculated on 25 March 2010) to 31 January 2025
Amati AIM VCT NAV Total Return and Deutsche Numis
Alternative Markets Total Return Index from inception
of fund to 31 January 2025
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Amati AIM VCT plc
Annual Report & Financial Statements 2025
Strategic Report
Chairman’s Statement
Fiona Wollocombe
Chairman
This report has been prepared by
the Directors in accordance with
the requirements of Section 414A
of the Companies Act 2006.
Strategic Review and Change of Manager
The Board announced in March 2024 that it was
considering the Company’s strategic options in the light
of the ongoing challenges in the AIM market and the
continuing fall in the company’s net asset value. As part
of a full strategic review, now into its second year, the
Board and the Manager began working on a proposal
to address the ability of the Company to widen its
investment strategy to facilitate investments in a broader
investment market, before evolving into a wider strategic
review exploring all options available to the Company
and taking into account the wider market outlook, noting
in particular the impact of the change of UK government
on the UK’s fiscal and monetary policies, and on the UK
economy (including the AIM market) more generally.
In May 2024, the Board announced that while it was
continuing to review the strategic direction of the
Company, it had decided to declare a special dividend
of 10p per share in view of the high cash levels, limited
new investment opportunities on AIM and ongoing
realisations within the portfolio. There were still high
expectations at this point in the year that if a new
government were to be elected any agenda for growth
might include a spark of hope for the AIM market. This
was sadly not to be borne out.
In September 2024, the Board announced that it was
continuing to discuss its strategic options with its
Manager but had also received a number of credible
indications of interest from third parties, including
proposals for a change of manager and proposals
to combine its investment portfolio with an existing
VCT. These were all carefully reviewed in great detail
alongside proposals from the Company’s current
manager and selected candidates were invited to submit
detailed proposals which addressed various criteria,
including without limitation the importance of scale and
costs for the Company’s shareholders, the medium to
long term investment performance prospects of any
revised investment policy or strategy, the performance
track record of the relevant manager/strategy, the
investment opportunities that the Company could benefit
from and the depth of resources that would be dedicated
to the management of the Company.
In December 2024, following a very poor Budget for
growth and which, in particular, further disadvantaged
the AIM market, the Board announced the conclusion of
its strategic review.
The review concluded that an investment policy relying
almost entirely on the AIM new issues market would
have very poor prospects and a decision was made
by the Board to extend the investment policy to one of
“AIMPlus” whereby investments could be made in a
wider market of private company opportunities alongside
the existing AIM portfolio. I would like to reiterate that
this still means shareholders will have exposure to the
AIM market through the existing portfolio and if the AIM
market is ever resuscitated future investment in AIM will
be continued.
The review also considered the skills, experience and
resources that would be required by the investment
manager to best deliver this strategy. After presentations
were received from a number of VCT managers,
including the current manager, a decision was taken by
the Board to appoint Maven Capital Partners LLP as the
new manager of the fund.
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Amati AIM VCT plc
Annual Report & Financial Statements 2025
Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
The Company has agreed terms for the early termination
of the appointment of the current investment manager
and entered into a new investment management
agreement with Maven under which Maven will be
appointed as the Company’s investment manager
with effect from 1 May 2025. Details of the terms of
the new investment management agreement between
the Company and Maven will be set out in a separate
announcement to be released by the Company on or
around 16 April 2025.
Further details around the change of Manager and the
selection process will be included in a circular to be
issued to shareholders alongside the Company’s Notice
of AGM.
Given that the increasing trend towards companies
opting for a private sale or fundraising rather than an
AIM listing shows no sign of slowing, shareholders will
be asked to vote on extending the Investment policy
at the AGM this year. Further details will be set out in
the circular to be issued to shareholders alongside the
Company’s Notice of AGM.
I would like to thank my Board colleagues for their
extraordinary dedication to a long and complex strategic
review over many months and also the tireless work of
our Company Secretary, Law Debenture, for bringing
all the administrative side together so effectively. This
decision to change manager was not taken lightly and
took many aspects into consideration as well as complex
legal and due diligence processes. The Board is also
extremely grateful to have received such comprehensive
advice from Dickson Minto throughout the strategic
review process.
I would like to thank the many shareholders who
have written to me with very detailed questions and
suggestions throughout the strategic review.
I would also like to pay tribute to Paul Jourdan and his
team at Amati for their collaboration in this, sometimes,
difficult process. The AIM market has been a particularly
tortuous environment for many years. The Board would
also like to wish David Stevenson, who recently retired, a
happy time in the outside world.
Dividends
The Board has historically aimed to pay annual dividends
of around 5% of the Company’s Net Asset Value at its
immediately preceding financial year end, subject to the
Company’s distributable reserves and cash resources,
and with the authority to increase or decrease this level
at the Directors’ discretion. A proposal to increase this to
6% will be presented to shareholders at the forthcoming
AGM and further details will be set out in the circular
accompanying the Notice of AGM.
In view of the high cash levels, realisations in the portfolios
and the scarcity of AIM investment opportunities, the
Board declared a special dividend of 10p per share in May
2024. This represented a yield of 10.9% on the NAV of
92.16p per share as of 30April 2024. An interim dividend
of 2.5p per share was announced in September 2024
and in December the Board took the decision to pay a
second interim dividend of 1.5p in January 2025. This
was around six months earlier than would have been
the case had this been a final dividend. The Board felt it
prudent to accelerate the timing of the dividend payment
so as to have a greater margin of comfort against the VCT
qualifying tests. After a number of disposals of qualifying
holdings and as challenging conditions on AIM continued,
the Board also took the decision to pay a further special
dividend of 2.5p at the same time.
As at 31 January 2025 the net asset value was 76.39p.
The total dividends paid for the year then ending were
16.5p per share which represents a dividend yield per
share of 22%.
The Company’s cash balances have remained high in
recent months and are forecast to remain so in the light
of impending realisations and the continuing low volume
of new investment opportunities on AIM.
The Board has therefore decided that it would be
appropriate to pay another special dividend to
shareholders and has announced a special dividend
of 10 pence per share, representing a yield of 12.9%
on the year end NAV based on shares in issue at
10 April 2025. The dividend will be paid on 30 May 2025
to shareholders on the register on 2 May 2025. The
ex-dividend date will be 1 May 2025. This dividend will
be paid in cash as the Dividend Reinvestment Scheme
remains suspended.
The Board would like to remind shareholders that the
Company has moved to paying all cash dividends by
bank transfer, rather than by cheque and details are
provided in Shareholder Information on page 80. Please
check that you have received your dividends and contact
the registrar if you have not. Unpaid dividends are
kept by the registrar for a period of 12 years after the
payment date and we make every effort to ensure that
dividends are received correctly by shareholders.
6
Amati AIM VCT plc
Annual Report & Financial Statements 2025
Annual General Meeting (“AGM”)
The AGM this year will be held at Ironmongers’ Hall,
Shaftesbury Place, Barbican, London EC2Y 8AA starting
at 12pm on 19 June 2025 and all shareholders are
invited to attend.
The details of the business to be put to the meeting, as
well as information on how to register, will be included
in the Notice of AGM, which this year will be sent to
shareholders separately and will also be available on the
Company’s website.
The Board recognises that the Company’s AGM
represents an important forum for shareholders to put
questions to the Directors, to express their views on
governance and to become fully informed about matters
relating to the AGM resolutions. In addition to asking
questions at the AGM, shareholders can email any
questions they may have on the business of the AGM to
AmatiAIMVCTChair@amatiglobal.com by 12 June 2025.
The Board is of the opinion that the passing of all
resolutions being put to the AGM would be in the best
interests of the Company and its shareholders. The
Directors recommend that shareholders vote in favour
of all resolutions which will be set out in the Notice
of Meeting, as they intend to do in respect of their
ownshareholdings.
Outlook
With all global markets now in turmoil after the
Trump “Liberation Day” announcements on tariffs, it is
impossible to predict at this stage how long lasting and
what effects these may have on our portfolio companies
and new investment opportunities. There is no certainty
as yet as to when stability will reappear. The companies
capitalised at the smaller end of the markets, less than
£100m and particularly pre-profit stage, are feeling very
vulnerable right now.
The predicted “sugar rush” from the USA for acquiring
small UK businesses was already showing some signs
of stalling even though there is perceived value in
hunting grounds such as the AIM market. Any further
M&A activity which could affect this portfolio might
realistically now be delayed. The complex rules for VCTs
in their ability to follow on and further fund their portfolio
companies shows no sign of change There is however
a continuing industry lobby to attempt to get this new
government to make some, even minor changes, which
could be very beneficial to small UK companies. We
remain ever hopeful.
The existing portfolio is a solid base to build on
performance for the future and the Board is optimistic
that the broadened investment market for the VCT will
pay dividends for many years to come.
Fiona Wollocombe
Chairman
15 April 2025
For any matters relating to your shareholding in the
Company or dividend payments, please contact
TheCity Partnership on 01484 240 910, or by email
at registrars@city.uk.com
For any other matters please contact the Chairman
by email at AmatiAIMVCTChair@amatiglobal.com
Amati currently maintains an informative website
for the Company – www.amatiglobal.com – on
which monthly investment updates, performance
information, and past company reports can be found.
Chairman’s Statement (continued)
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Amati AIM VCT plc
Annual Report & Financial Statements 2025
Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
Fund Manager’s Review
Market Review
Against a positive period for global stock
markets, led principally by the “Magnificent 7”
in the US, on AIM glimmers of optimism in the
first half gave way to anxiety over threatened
changes to Inheritance Tax (“IHT”) legislation
and tax rises more generally in the Budget,
leading to significant market disruption in the
Autumn. In the event, the Chancellor of the
Exchequer decided to cut the IHT benefits
available to AIM investors by half. The positive
element here was that it showed that AIM is
an intentional beneficiary of the legislation.
Managed AIM portfolio services, offering
clients direct exposure to the AIM market,
account for around 10% of AIM investment,
and had created a strong positive current
of liquidity in the market over many years,
playing a valuable role in helping AIM to
become an internationally successful smaller
company stock market in a world where
these are few and far between. However,
the Government has left a situation where
so-called “Private IHT services”, which offer
to invest clients’ money into asset-owning
private companies focused solely on quasi
fixed-income generation and which meet the
definitions required to qualify for 100% IHT
relief, are set to draw a significant amount
of money away from AIM over the coming
year. From a public policy point of view, this
is a nonsensical situation, which we can only
presume won’t survive much scrutiny. It is
not apparent that any public interest is being
served through the subsidising of these private
IHT-engineered service companies.
We entered 2024 hoping to see meaningful interest rate
cuts across the G7 economies but these were slow to
materialise. It was only in June that the ECB started to
ease policy, followed by the Bank of England in August
and the US Federal Reserve in September. Subsequently
all three central banks have eased policy gradually. It
was a poor year for investors in government bonds, with
yields rising in most major markets. In the UK, 10-year
gilt yields rose from 3.8% to 4.5% whilst US Treasury
10-year bond yields increased from 4.0% to 4.6%. In
early January there was a mini-bond crisis, triggered by
the prospect of threatened US tariff increases stoking
inflation. It became apparent then that the fortunes of
the US bond market have a direct bearing on those of
global bond markets, and UK yields will become caught
up in the gyrations.
The macro-economic outlook in both the US and the
UK was heavily influenced by elections in 2024. The UK
election concluded in early July with a decisive win for
Labour as expected, but the honeymoon period was brief
and the strong signalling of impending tax rises over
the summer, followed by a Budget in late October which
primarily raised taxes on employers, appears to have
dented business and consumer confidence since. The
“tax and spend” tone to the Budget has led to reduced
growth expectations as we enter 2025. Gilt markets
have been nervous since then, with the Chancellor now
having limited fiscal flexibility and inflation remaining
higher than hoped.
The start of President Trump’s second term in the US has
been seismic and chaotic for markets, bringing with it a
dramatic change in tone and policy across a wide range
of economic and geopolitical factors, destabilising the
transatlantic alliance on which the peace and prosperity
of the Post-World War II era has been based. In January
alone the new administration has introduced radical
changes to the terms of global trade via increased use
of tariffs, souring former alliances and virtually ending
all foreign aid wholesale, while seeking to leverage
military strength as a way to extort economic benefits
from former allies. Within a few weeks of Trump coming
to power, this had already caused major departures in
foreign policy covering locations such as Ukraine, the
Middle East and Europe.
Performance Review
The VCT’s NAV Total Return for the period was -2.4%.
This was slightly ahead of the return from the Deutsche
Numis Alternative Markets Total Return Index, which
was -2.7%. The gains from the first half of the period of
3.7% for the VCT and 5.3% for the Index were more than
reversed in the second.
Takeover activity was a feature of the year, with
Keywords Studios, Intelligent Ultrasound, Learning
Technologies and Equals all receiving bids and each
contributing positively to performance in the period.
Of these, only Keywords Studios completed during
the period, with the other three, now all approved by
shareholders, due to complete in the first half of the
current financial year. The Keywords sale made the
biggest contribution to performance, given it was the
largest qualifying investment in the portfolio. It went
through at 2,450p in October, which compared to the IPO
price of 123p back in July 2013 when the VCT originally
invested. Cash generated from the disposal was £9.8m.
Given the scale of Keywords’ success, becoming the
largest outsourced support services provider to the video
games industry worldwide, it should be regarded as a
genuine UK success story, which needed only a small
amount of backing by AIM VCTs at the start of its journey
8
Amati AIM VCT plc
Annual Report & Financial Statements 2025
on AIM. However, it should be noted that it would not be
repeatable after the changes to the VCT legislation in
2016-17, which prohibited VCT funding to be used for
acquisitions.
The investment in Intelligent Ultrasound was made over
three years from 2019-2022. When this deal completes
our return will have been just over 30%, realising £2.9m.
The £1.6m investment in Learning Technologies was
made in 2015 at 21p per share. We took £1m of profits
in 2019 at around 125p, and the final exit price for the
remainder will be £6.9m, or 100p per share. Equals was
a £1.5m investment, made in four instalments from 2014
to 2017 at an average price of around 48p, with around
£1m taken in profits during 2017 at around 60.5p. The
remaining holding will realise £2.1m, with the shares
being sold under the offer for 135p each and a 5p
dividend being paid. The completion of these takeovers
will see cash levels rise once again during the first half of
the current financial year.
Two of the holdings in the portfolio merged into one during
the period. Belvoir and The Property Franchise Group
undertook a nil-premium merger, something we had
been encouraging them to do for several years. As well
as creating a combined group with significant sales and
cost synergy potential, together with an ability to drive
national market share amongst UK lettings agencies, it
has also resulted in a combined market capitalisation
of more than £250m, which brings the company to the
attention of a much wider investor audience, with the
shares rising around 22% over the period.
There were a number of other notable positive
contributors during the period. SRT Marine (SRT), a
global marine electronics business, which specialises in
Maritime Domain Awareness (MDA) systems, as well
as Automatic Identification System (AIS) products for
the leisure market. Our investment in SRT dates back
to 2007 at a share price of 42p and follow-on round in
2012 at 27p. SRT is a good example of the determination
and grit required to build a global business based on
technology leadership in a particular field. It has taken
17 years since our first investment to see the real fruits
of success begin to shine through. What began as
technology leadership in making AIS products at low
cost, taking significant market share amongst small and
medium sized boats, expanded via the acquisition of a
real-time visualisation software company for shipping
and development of command and control software,
to become one of the leading systems providers for
complete shore-based infrastructure, combining all the
latest electronic means to provide MDA for coastguards
and national security purposes. Some of the large
contracts in the pipeline have been years in the making,
and recent contract wins have seen the order book
expand rapidly to £320m, from a validated sales pipeline
of over £1bn. A trade investor has been able to acquire
a significant stake in SRT at a low price, due to the
inability of AIM investors to meet its ongoing financing
requirements, especially those required for posting
performance bonds at the start of large contracts.
Nonetheless, we think SRT is now in the best position it’s
ever been in to deliver some strong returns for investors,
as it finally becomes sustainably cash generative as one
of the fastest growing companies in the UK. The shares
rose by 62% in the period.
Amongst other long-held positions, and as at the
period end the third largest qualifying investment in the
portfolio, GB Group, a global provider of identity and
location verification software, reported stronger trading
over the period, with new product development opening
the way to a coherent strategy for growth over the
medium term, allowing the company to make the most of
its advantages of scale. It rose 24% during the period.
Three newer holdings are worth mentioning both for
their positive contributions during the period and their
potential. Diaceutics, a diagnostic data and technology
business supporting pharma companies launching new
precision medicines which require diagnostics to select
relevant patients, reported revenue growth of 36% to
£32m and Annual Recurring Revenue (ARR) growth
of 23% to £17m in 2024, setting the company up to
become profitable during 2025. This has attracted a
good deal of new investor interest, seeing the shares rise
by 31% in the period. Cordel, an earlier stage company
which provides sensors and software to the rail industry,
allowing maintenance inspections to be done in real
time from high-speed trains, continues to expand its
customer range and geographic reach. Having raised
a further £1m during the period, it was able to launch
a significant development programme to add further
intelligence to its software. The shares rose by 73% over
the period. Windar Photonics, which has developed a
Light Detection and Ranging (LiDAR) assisted monitoring
and optimisation solution for wind turbines giving a
1-4% improvement in energy output as a retrofit solution,
is seeing a significant scaling up of orders. However, at
the same time it also saw a couple of large contracts
delayed. It raised a further £5.9m in order to better
resource the business for significant growth and to fund
working capital expansion. Since initial investment in
April the shares have risen by 54%.
On the negative side, it was still the case during the
period, that the market responded very harshly to
negative developments or any requirement for further
funding. Aurrigo needed to raise a further £5m in
December, and given the weak state of the market, this
caused the shares to fall 51% over the period. Aurrigo is
an automotive electronics business, which is developing
a range of autonomous vehicles for airports, supported
by its “Auto-SIM” airport logistics management software
and “Auto-Connect” fleet management and data
visualisation software. Changi Airport in Singapore is
its lead adopter, but the company also has a scale-up
agreement at a European Hub, and a trial agreed at
Heathrow. Most of the money raised will go into the
manufacture of an additional 10 “Auto-DollyTug”
vehicles, with the aim of having 12 in operation by the
end of 2025. Beyond this, the company is in early-stage
discussions with 34 airports and 18 airlines, with 8
Fund Manager’s Review (continued)
9
Amati AIM VCT plc
Annual Report & Financial Statements 2025
Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
customers now having agreed to use Auto-SIM to map
out potential efficiency gains. It looks set to become the
global leader in this emerging niche, if it can negotiate
the next couple of years of commercialisation effectively.
Fadel Partners, a software company focused on brand
compliance, rights management and royalty billing
software, experienced some contract slippage during the
year, seeing its reported annual revenue fall from $14.5m
to $13.0m, despite the underlying ARR rising from $9.0m
to $9.9m. This prompted a round of cost-cutting in the
business to manage the budget for future development
from current cash resources. The company also
announced that it has appointed a US investment bank
to explore strategic options for the business following a
57% share price fall. Paul Jourdan is a Board Observer
for Fadel. Solid State, an electronics business which
specialises in ruggedised computing, battery power
solutions, antennas, and secure radio systems, fell after
announcing that a contract it had won to supply secure
radio systems to the British Army via NATO, had been
delayed pending the Government’s review of defence
spending. This led to the shares falling by 49% during the
period, although the company believes that this contract
will be re-instated later in 2025.
Sosandar, founded by Ali Hall and Julie Lavington
in 2015 has established itself as a fast-growing UK
womenswear fashion brand. Having turned profitable as
an online retailer in the year to March 2023 with £43m of
sales, the founders took the decision to move towards a
multi-channel strategy, planning to open the company’s
own stores. The preparation for this move meant a period
of reduced price incentives in the online business, which
meant lower sales, but higher margins. This was taken
as a disappointment by some investors, as the company
swung back into making modest losses, causing the
shares to fall by 55% over the year. Sosandar has now
opened stores in Chelmsford, Marlowe, Newcastle
and Cardiff, and will shortly be opening in Harrogate
and Bath. If they can find the sites they could open
around 10 per year. Having stores allows them to build
a stronger relationship with customers, reduces the
need for price promotions and allows for easy returns.
The strategic target is to reach £100m sales with
£10m in pre-tax profits. Nexteq, owner of Quixant, a
leading provider of computing hardware to the gaming
industry, and Densitron, a specialist provider of touch-
screen displayers and controls, saw a 41% sell-off over
the period, after a profit warning in the first half and
change of management team was followed by another
negative trading update talking about de-stocking and
project delays in the second half. However, with new
management now in place and an anticipated $30m
of cash on the balance sheet (57% of the market cap)
at the end of 2024, the company has plans to increase
investment in product development in 2025, which
should rejuvenate sales and profits growth from 2026.
Arecor, a biopharmaceutical company, whose lead
product is an ultra-rapid acting insulin based on
proprietary drug delivery technology, where progress
has been slower than hoped, fell on concerns over future
financing. This was a holding we reduced during the
year. Verici DX had delays on the commercialisation of
its two kidney transplant diagnostic tests, one because
Thermo Fisher, the licensee, has taken longer than
expected to develop their version of the test, and the
other due to a delay in obtaining a Local Coverage
Determination after more information was requested
by the regulator causing the shares to fall sharply.
We sold around a fifth of our holding on a bounce in
January. Polarean Imaging fell heavily at the start of
the period as it raised $12.6m at a heavily discounted
price. Having halved our holding, we participated in the
placing in a small way. As noted in the Interim Report,
Saietta, an automotive supplier bringing a highly efficient
electric motor to market, went into administration early
in 2024 after it failed to raise sufficient funds having
overstretched itself with ambitious global operations
andprojects.
Portfolio Activity
A total of £10.0m was invested in qualifying holdings
during the period. Of this, £6.6m was invested in seven
new holdings, and the balance was invested in six
follow-on investments to existing holdings. Apart from
one new unquoted investment, all of these qualifying
investments were made in existing AIM quoted
companies. Given how distressed valuations are at
the junior end of AIM, where the VCT qualifying deals
are done, we were keen to explore all these secondary
offerings as actively as we could. In a number of these
investments, like the placings in PCI-Pal, Xeros, LifeSafe,
Feedback and Rosslyn Data Technologies, we played
an important role in helping to bring the placings about.
Moreover, now more than ever, the small group of AIM
VCTs in general are completely essential for companies
such as these to meet their funding requirements on AIM.
The investments below were mostly small in monetary
terms, but because valuations were so low, it meant that
these investments often result in substantial equity stakes
being taken, creating the possibility of significant returns
where these companies achieve their business plans.
Where companies were still at an early stage, we adopted
a strategy of seeking some kind of board representation,
in order to help them navigate what can be difficult
waters for companies at this stage in public markets.
The new investments were as follows:
PCI-Pal (£0.65m investment), a leading provider of
secure Payment Card Industry (PCI) compliant solutions
for payments to be taken across a range of media in
contact centres. PCI led the way in the industry in the
switch to a pure SaaS (software as a service) business
model, selling principally via channel partners. PCI-Pal
was the subject of some vexatious litigation, which cost
them over £3m to fight over a number of years, but
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Annual Report & Financial Statements 2025
which they won comprehensively in the end. The fund
raise helped to restore scope in the balance sheet to
accelerate growth plans and also acted as a deterrent
against further litigation being brought. In the six months
to end December 2024 the company delivered a record
level of new business wins and looks well placed for
growth in the coming years.
Windar Photonics (£1.5m investment across two fund
raises), a provider of innovative LiDAR optimisation
systems for use on wind turbines. The company’s LiDAR
sensors remotely measure wind speed and direction in
lightweight modules which are easy to install. These
are used in conjunction with Windar’s optimisation
software to adjust the angle at which the wind turbine
faces into the wind, creating proven gains of 1-4% in
annual energy production, as well as enhancing asset
life. This places them ahead of competitor products
which the company claims are not only harder and more
expensive to install but also less well evidenced. With the
growing importance of wind power in achieving net zero
ambitions, and the leading nature of its product suite, the
company has experienced significant growth in its order
book and sales. It raised funds twice during the period in
order to scale up the business to handle this growth.
Cambridge Cognition (£0.4m investment), which
develops and deploys digital solutions to assess brain
health in clinical trials conducted by biotechnology and
pharmaceutical clients. It has a suite of five clinical
assessment products, some internally developed, others
acquired. Since 2020 management has doubled sales
and shown that the business is capable of profitable
growth. Cambridge Cognition is targeting a new phase
of growth that will add to its commercial scale as it
hires highly experienced operational and commercial
managers to help capitalise on its relationships with
large pharmaceutical companies and its industry
leadingtechnologies.
LifeSafe Holdings (£0.8m investment), a fire safety
technology business with innovative fire extinguishing
and prevention fluids. Since listing in 2022 the company
has spent time building a consumer brand with the
StaySafe All-in-1 fire extinguisher, a highly effective
extinguisher which puts out all types of fire, including
lithium battery fires. We helped finance the company
to develop its wholesale business, with major industrial
partners in the UK, Europe and the US becoming its
channel to market. Gregor Paterson has become a
shareholder Director of LifeSafe.
Xeros Technology (£1.0m investment), whose innovative
technologies reduce the environmental impact of
washing textiles and at the same time, by causing less
wear and tear through washing, prolong the lifespan of
clothes. Xeros’ key innovation involves the addition of its
nylon beads to a washing cycle. This reduces water and
therefore power consumption by around 50%, with the
added benefit of making clothes look newer for longer.
Xeros has made many missteps since floating in 2014,
however, a new management team overhauled the
business model comprehensively two years ago. More
recently, large washing machine Original Equipment
Manufacturers (“OEMs”), in both commercial and retail
channels, have started to partner with the company, and
we anticipate that these will start to show commercial
traction over the coming year. Paul Jourdan has become
a Board Observer for Xeros.
Feedback (£1.0m investment), a provider of a
communication and collaboration software platform
to the NHS called Bleepa, which connects care
settings with diagnostic and other relevant data to
drive better, faster, and safer clinical decisions. Bleepa
provides one of very few routes to allow GP patient
records to be brought together with hospital patient
records in a seamless fashion, allowing each medical
practitioner involved with a patient to collaborate. From
its current user base, Bleepa has demonstrated that
90% of referrals of patients from GPs to specialists
do not require an outpatient appointment, but rather
in most cases the specialist only needs to see all of
the clinical information already gathered to give an
opinion in 5-6 minutes, whereas a typical outpatient
appointment takes 30minutes, much of which is
taken up gathering information already in the clinical
records. As collaboration between doctors is so poorly
provided for currently, it is estimated that over 90% of
doctors use WhatsApp as a messaging platform to
do so, in contravention of data protection regulations.
We are acutely aware that the NHS is a poor buyer of
technology, even when the benefits that a new product
promises to bring to them are huge. However, we saw
in Bleepa the potential to provide such a key piece of
technology to assist with the Government’s stated
ambition to bring down patient waiting lists through
efficiency gains, that we chose to support the company
with the next phase of its development, during which
we expect to see some significant adoption of Bleepa.
Because of the depressed state of AIM, we were able to
buy an 11.9% stake in the business fully funded for scale
up, for our £1m investment. Gareth Blades has become a
Board Observer for Feedback.
Zelim (£1.2m investment), a provider of novel marine
safety systems. Zelim is an Edinburgh based private
company with an ambition to float on AIM, which we
have followed for two years prior to this investment.
The founder’s ambition was initially to create an
autonomous rescue vessel, having been a professional
sailor who wanted to reduce the length of time rescue
boats take to reach persons lost at sea. To create these
vessels required a number of inventions. The first was
a conveyor device to move people out of the water into
a boat safely without human intervention, even if they
are unconscious. The second was software designed
to detect people floating in water. It was this software,
called ZOE, which attracted us to the business. This
has turned into a leading automated Person Overboard
(POB) detection system designed for large vessels,
using cameras and image recognition software based
on extensive machine learning from trials and now
commercial usage. In addition to sounding an alarm if
Fund Manager’s Review (continued)
11
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Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
someone falls into the sea, ZOE can track their location
in the water over many miles. The first customer was
Valaris, a multi-national provider of drill ships. Zelim
hopes that ZOE will become the first system to meet
the new ISO 21195 standard for automated POB
recognition. This is a pre-requisite for adoption by the
global cruise ship owners. ZOE is also in the early stages
of testing by the US Navy, having won a competition
under the Small Business Innovation Research (SBIR)
programme, to provide an automated POB system which
doesn’t require the wearing of a device. Alison Clark,
Chief Financial Officer of Amati Global Investors, has
become an investor Director of Zelim.
The most significant follow-on investment was in
Rosslyn Data Technologies (Rosslyn) (£0.8m) via a
convertible loan. Rosslyn provides spend analytics
software to large corporates. It had a major management
change in 2020, but the new team struggled to hold the
customer base together during the required re-writing of
the software. We declined to fund Rosslyn in 2023 when
it last raised money to bridge the gap to profitability,
believing it would take longer and cost more than
hoped. However, in 2024 the company announced
that it had won a £2m contract from one of the world’s
largest technology companies. This was on the back of
building a set of clever automated invoice classification
technologies, using both machine learning and large
language models, and optimised to minimise cost.
GregorPaterson is a board observer for Rosslyn.
Other follow-on investments included small investments
in: Polarean Imaging (£0.4m), the novel lung imaging
technology provider; Cordel (0.1m), which provides
monitoring systems for trains which allow automated
inspections for maintenance to be carried out using
cloud based software, without the need to run slow
maintenance trains for visual inspections, as described
above; Ixico (£0.4m) the provider of medical image
analysis for clinical trials of drugs for central nervous
system conditions; 2 Degrees (£0.7m in two tranches),
an unquoted company in which we co-invested with
Maven Capital Partners, which provides software for
large corporates to enable their suppliers to manage
and reduce carbon emissions; and Fusion Antibodies
(£0.1m), a provider of end-to-end services for the
development of clinical antibodies.
Excluding the sale of Keywords which generated cash of
£9.8m, reported on above, we made sales of qualifying
holdings totalling £5.9m during the period. £4.0m of
this cash was from taking profits in AB Dynamics,
a designer, manufacturer and supplier of advanced
testing, simulation and measurement products to global
automotive OEMs, reflecting some nervousness on our
part about how much disruption there has been in the
global car industry. Notwithstanding this backdrop,
ABDynamics has continued to see strong order intake,
particularly from China and North America. Elsewhere
we sold out of Clean Power Hydrogen, which had failed
to deliver on any of its business objectives set out at
IPO, and made some small reductions elsewhere in the
portfolio. Cash generated from disposals of qualifying
holdings during the year, including Keywords, amounted
to £15.7m.
Cash Management
We continued to invest cash in three different money
market funds and in overnight and 7-day interest bearing
bank deposits, generating an income of £1.7m during
the period, having achieved annualised interest rates of
around 5.12%. The cash and money market funds total
at the end of January 2025 was £22.1m.
Outlook
The UK market is in a depressed state, after nearly
four years of outflows from UK equity funds. We see
this as primarily a cyclical phenomenon. However,
most commentators agree that the UK stock market
needs urgent attention from policy makers if it is to be
rejuvenated. This is not going to be easy to do with the
machinations of Trump dominating the political space to
such a degree. The best way to understand why public
stock markets matter is to imagine a world without
them. If there were no stock markets at all, then the
only people who would be able to invest in the success
of businesses would be those with the contacts and
expertise to invest in private companies. Even within
this restricted group, small private investors would get a
much worse deal than institutions. Investor protections
would be entirely dependent on negotiations, and small
investors would fare badly. Most people would only be
able to invest in bonds and cash deposits, causing the
wealth gap to widen rapidly. Stock markets allow the
successes of public businesses to be spread amongst the
general public of savers, while also allowing large scale
participation in the capital allocation process.
Now imagine a world where public markets are merely
diminished, rather than non-existent. There is a tipping
point where wealth creation begins to sit mainly outside
of public markets, where the same effects begin to
happen. The amazing success of the top US monopolistic
corporations has provided a safety valve for global
investors in public markets to participate in high growth
enterprises, sucking in capital from all over the world.
But the extraordinary concentration of wealth in the
US amongst the business elite, and in the hands of
sovereign wealth funds, successful pension funds and
other institutions, has meant that capital is increasingly
being directed away from public markets worldwide,
as these types of investor have no real need for them.
They gain more by controlling businesses directly and
structuring them to minimise any corporation tax being
paid. They do not need the daily liquidity. They do not
desire public accountability. In certain cases, they want
to own businesses for non-financial reasons, because of
the political influence this can bring. In this world, falling
liquidity favours the most liquid and successful markets
internationally, principally the US, which enters a phase
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of draining domestic capital away from other markets,
aided by low-cost online broking platforms and low-cost
index tracking funds, making it easy for capital to flow
across borders. Stock markets seeing reducing liquidity
then shrink as companies are either taken private,
acquired by larger rivals, or deploy their own capital
to buy back shares. These are now the key features
of the current UK stock market, both AIM and Full List,
and we expect all three to continue apace during 2025,
helping investors realise decent returns from depressed
marketprices.
Policy makers in the UK have not had to give much
thought to these issues over the past 40 years, although
there have been some important reforms brought in to
de-regulate aspects of the main market rules. To get
serious about addressing the underlying issues, policy
will need to go further towards removing burdensome
and unproductive regulations which impact public
companies, and also to find ways of creating incentives
for UK savers to invest in UK stock markets. We fully
expect these changes to happen, but it is impossible
to say when, as there is little comprehension in official
circles of the urgency yet.
Setting aside broader policy matters, there are actions
that AIM could take to improve its fortunes and reduce
the barriers to listing. It could make fund raising less
damaging for companies in difficult circumstances
allowing share dealing to be suspended during the
process. It could establish safe mechanisms for
shareholder collaboration in relation to concert party
formation and competition law. It could give companies
more discretion about how to handle negative news in
ways that do not damage their commercial interests.
From a VCT point of view, we believe that a new market
practice for floating of early-stage businesses needs
to evolve, where shareholders investing in IPOs are
given the equivalent protections of either a participating
or non-participating liquidation preference. This is
something we have explored with both brokers and
officials at AIM and Aquis. We have not yet found
the right company to bring this into being. This would
improve the returns profile of AIM IPOs fundamentally,
and over time should create a much healthier level of
interest in funding AIM IPOs.
We are excited about the prospects for the companies
in the portfolio, in general seeing good prospects for
continued growth amongst the mature businesses and
the potential for many of the earlier stage investments
to make substantial progress. We are aware that we
need to see more and bigger “winners” from investments
made under the post-2017 VCT rules and are optimistic
that some will emerge during the coming year.
A final word on US President Trump’s tariffs.
Given this report was largely written in February, it
is hard to end it without making some reference to
the extraordinary events in early April of Trump’s
announcements of sweeping and massive tariffs on
almost every country in the world. These so-called
“reciprocal” tariffs, based on the absurd idea that trade
deficits are a tax on the US, have intervened in the
global economy and caused a level of disarray in stock
markets not seen since the pandemic. With such wild
and fake cards being played, it is not possible to predict
how this unfolds. But it does severely cloud the outlook
for the global economy and in turn, it will make life
more difficult for some companies in the portfolio. More
importantly, perhaps, it also marks a point at which
America apparently gave up on the idea of being the
ultimate defender of liberal democracy, free trade and the
rule of law. In this equation Trump has forsaken the trust
which America’s trading partners have placed in it over
decades and is instead espousing a set of relationships
based on fear and servitude. This is a perilous journey.
However, given how much capital has flowed into the
US economy from the UK and other large economies
from around the world over the last few years, there is
now the first glimmer of the prospect that these capital
flows may begin to reverse, and if the UK can position
itself as a natural home for these reverse flows, there is a
prospect for some real benefits to emerge from the crisis.
We were given notice of termination of our investment
management contract on 2 December 2024 by the Board
and more recently have been asked to accept early
termination to allow the Board to move the management
of the VCT to Maven Capital Partners. We have agreed
to this request. Having managed the VCT for such a long
time, we hand it on with sadness. We would like to thank
all the shareholders who have supported us over the
years, it has been a huge privilege to act on your behalf
and to have got to know many of you. We wish the
Board and the new manager well in the future.
Dr Paul Jourdan, David Stevenson, Gregor
Paterson and Gareth Blades
Amati Global Investors
15 April 2025
Fund Manager’s Review (continued)
13
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Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
Fund Manager Biographies
Amati Global Investors
Amati Global Investors is a specialist fund management business based in
Edinburgh. It is largely, though not exclusively, focused on UK small and
mid-sized companies, with a universe ranging from fully listed constituents
of the FTSE Mid 250 and FTSE Small Cap indices, to stocks quoted on the
Alternative Investment Market. It is the Manager of Amati AIM VCT (for
which it won the 2022 Investment Week VCT AIM Investment Company of
the year award). It is also the Manager of the WS Amati UK Listed Smaller
Companies Fund, the WS Amati Strategic Metals Fund, the WS Amati
Global Innovation Fund and it also offers an AIM IHT portfolio service. It is
incorporated in Scotland and 51% owned by its staff, and 49% owned by
Mattioli Woods plc, which invested in the company in February 2017.
Amati Global Investors is a signatory to the UK Stewardship Code which
aims to enhance the quality of engagement between investors and
companies to help improve long-term risk adjusted returns to shareholders.
Amati is also a signatory to the UN-supported Principles for Responsible
Investment (PRI).
14
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Paul Jourdan
Founder and CEO
David Stevenson
Fund Manager
Dr Paul Jourdan is an award winning fund manager, with
a strong track record in small cap investment. He
co-founded Amati Global Investors following the
management buyout of Noble Fund Managers from
Noble Group in 2010, having joined Noble in 2007 as
Head of Equities. His fund management career began
in 1998 with Stewart Ivory where he gained experience
in UK, emerging market and global equities. In 2000,
Stewart Ivory was taken over by First State and Paul
became manager of what is now the WS Amati UK
Listed Smaller Companies Fund. In early 2005, he
launched Amati VCT and then also became manager
of Amati VCT 2 plc after the investment management
contract moved to Amati Global Investors in 2010. In
September 2014 Amati launched the Amati AIM IHT
Portfolio Service, which Paul co-manages with David
Stevenson and Scott McKenzie. Prior to 1998 Paul
worked as a professional violinist, including a four year
period with the City of Birmingham Symphony Orchestra.
He is a CFA Charterholder, CEO, a director of Amati and
a trustee of Clean Trade, a charity registered in England
and Wales.
David Stevenson joined Amati in
2012. In 2005 he was a co-founding
partner of investment boutique Cartesian Capital, which
managed a range of retail and institutional UK equity
funds in long only and long/short strategies. Prior to
that he was Assistant Director at SVM, where he also
managed equity products including the UK Opportunities
small/midcap fund which was ranked top decile for the
5 year period from inception to 2005. David started
his career at KPMG where he qualified as a Chartered
Accountant. He latterly specialised in corporate
finance, before moving into private equity with Dunedin
FundManagers.
David has co-managed both the
WS Amati UK Listed Smaller Companies Fund and Amati
AIM VCT since 2012 and the Amati AIM IHT Portfolio
Service since 2014.
Fund Manager Biographies (continued)
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Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
Gregor Paterson
Fund Analyst
Gareth Blades
Fund Analyst
Gregor Paterson joined Amati in 2024. He began his
investment career in 1999 with Greig Middleton & Co,
as an investment manager, before joining Bell Lawrie
as an equity analyst in 2002, covering an array of UK
small and mid-cap stocks. He moved to Edinburgh
and into corporate & institutional stockbroking in 2008,
holding senior positions at Cenkos, Cantor Fitzgerald
and Zeus Capital. Gregor has a MA in Economics from
the University of Aberdeen, is a Chartered Fellow of the
Institute for Securities and Investment and, more recently,
undertook the CFA Institute’s Environmental, Social and
Governance (ESG) qualification.
Dr Gareth Blades joined Amati in 2019 as an Analyst
supporting the fund management team. Prior to
Amati, Gareth worked as an independent consultant
supporting early stage life science companies in their
operational and strategic decision making. In 2016
he worked for the College of Medicine and Veterinary
Medicine at the University of Edinburgh building
and spinning-out therapeutic, med-tech, diagnostic
and e-health companies. In 2015, Gareth worked in
healthcare corporate finance at PharmaVentures in
Oxford. During his time at PharmaVentures he delivered
expert reports, business development, licensing and
due diligence projects for international clients. Prior to
this he worked for White Space Strategy in Oxford,
a leading market analysis and strategy consultancy
serving financial services, TMT, manufacturing, energy
and public sector clients. Gareth has a DPhil in Systems
Biology – Biochemistry from the University of Oxford, an
MPhil in Micro and Nanotechnology Enterprise from the
University of Cambridge and a first in Neuroscience from
CardiffUniversity.
16
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Company name
Original
Amati VCT
bookcost at
4 May 2018
#
£’000
Costs*
£’000
Aggregate
Cost**
£’000
Fair
value
£’000
Fair value
movement
in year***
£’000
Market
Cap
£m
Industry
Sector
Yield
NTM
%
%
of net
assets
Waystone Amati UK Listed
Smaller Companies Fund 3,331 6,977 10,308 11,356 (410) – Financials 2.64 10.2
Learning Technologies Group
plc
1
780 3,771 4,551 6,307 711 724.3 Industrials 1.82 5.7
Craneware plc
2
298 3,601 3,899 4,146 (473) 683.3 Health Care 1.50 3.7
GB Group plc
2,3
236 2,967 3,203 3,931 755 881.1
Information
Technology 1.20 3.5
Property Franchise Group plc
1,3
559 576 1,135 3,841 783 261.4 Real Estate 3.40 3.4
MaxCyte Inc.
1
449 1,536 1,985 3,650 (261) 384.8 Health Care – 3.3
Water Intelligence plc
2
180 1,038 1,218 3,218 204 68.6 Industrials – 2.9
Chorus Intelligence Limited
Ordinary Shares
1,4
– 301 301 151 – –
Information
Technology – 0.1
Chorus Intelligence Limited
10% Convertible Loan Notes
1,4
– 2,699 2,699 2,699 – –
Information
Technology – 2.4
Intelligent Ultrasound plc
1
– 2,195 2,195 2,808 1,156 42.2 Health Care – 2.5
Diaceutics plc
1
– 1,557 1,557 2,766 656 114.5 Health Care – 2.5
Top Ten 33,051 44,873 3,121 40.2
2 Degrees Limited Ordinary
shares
1
– 2,522 2,522 2,522 – –
Information
Technology – 2.3
2 Degrees Limited 12%
Unsecured Loan notes
1,4
– 180 180 180 – –
Information
Technology – 0.2
SRT Marine Systems plc
1
709 465 1,174 2,310 886 149.9
Information
Technology – 2.1
Windar Photonics plc
1
– 1,530 1,530 2,210 680 51.9
Information
Technology – 2.0
Equals Group plc
1
– 1,137 1,137 2,038 283 260.8 Financials 1.46 1.8
EnSilica plc
1
– 2,450 2,450 2,009 – 39.6
Information
Technology – 1.8
Aurrigo International plc
1
– 2,280 2,280 1,944 (2,032) 25.5
Consumer
Discretionary – 1.7
AB Dynamics plc
1
151 480 631 1,880 (44) 392.5
Consumer
Discretionary 0.45 1.7
Velocity Composites plc
1
496 2,106 2,602 1,695 (226) 16.2 Industrials – 1.5
Northcoders Group plc
1
– 2,111 2,111 1,686 88 12.3
Consumer
Discretionary – 1.5
Tan Delta Systems plc
1
– 1,875 1,875 1,370 72 13.9 Energy – 1.2
Top Twenty 51,543 64,717 2,828 58.0
Solid State plc
2,3
259 261 520 1,344 (1,282) 73.7
Information
Technology 3.30 1.2
Kinovo plc
2
– 1,681 1,681 1,336 (65) 39.3 Industrials – 1.2
Brooks Macdonald Group plc
2,3
– 1,154 1,154 1,334 (324) 244.4 Financials 5.27 1.2
Fadel Partners, Inc
1
– 3,000 3,000 1,250 (1,688) 12.1
Information
Technology – 1.1
Nexteq plc
2
419 3,777 4,196 1,202 (837) 41.7
Consumer
Discretionary 4.78 1.1
Investment Portfolio
as at 31 January 2025
17
Amati AIM VCT plc
Annual Report & Financial Statements 2025
Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
Company name
Original
Amati VCT
bookcost at
4 May 2018
#
£’000
Costs*
£’000
Aggregate
Cost**
£’000
Fair
value
£’000
Fair value
movement
in year***
£’000
Market
Cap
£m
Industry
Sector
Yield
NTM
%
%
of net
assets
Zelim Limited
1
– 1,200 1,200 1,200 – –
Information
Technology – 1.1
Cordel Group plc
1
– 992 992 1,191 474 15.7
Information
Technology – 1.1
Itaconix plc
1
– 2,000 2,000 1,137 196 19.6 Materials – 1.0
Accesso Technology Group
plc
1,3
– 221 221 1,095 (119) 203.0
Information
Technology – 1.0
Ixico plc
1
– 1,670 1,670 990 149 10.7 Health Care – 0.9
Feedback plc
1
– 1,000 1,000 935 (65) 8.2 Health Care – 0.8
Rosslyn Data Technologies plc
Ordinary shares
1
614 1,308 1,922 35 (85) 3.7
Information
Technology – –
Rosslyn Data Technologies plc
10% Loan Notes
1,4
– 800 800 808 8 –
Information
Technology – 0.8
PCI-Pal plc
1
– 650 650 824 174 51.4 Financials – 0.7
Sosandar plc
1
– 1,872 1,872 811 (998) 16.1
Consumer
Discretionary – 0.7
Frontier Developments plc
1
197 2,509 2,706 795 277 87.4
Communi–
cation Services – 0.7
Science in Sport plc
1
804 1,136 1,940 773 342 60.4
Consumer
Staples – 0.7
One Media iP Group plc
1
– 1,240 1,240 709 – 8.9
Communi–
cation Services 1.38 0.6
Strip Tinning Holdings plc
Ordinary shares
1
– 1,054 1,054 171 (57) 5.5
Consumer
Discretionary – 0.2
Strip Tinning Holdings plc 10%
Unsecured Convertible Loan
Notes
1
– 500 500 485 (15) –
Consumer
Discretionary – 0.4
Netcall plc
2,3
– 110 110 655 80 176.7
Information
Technology 0.83 0.6
Eden Research plc
1
– 1,057 1,057 653 (268) 20.8 Materials – 0.6
LifeSafe Holdings plc
1
– 800 800 560 (240) 3.4 Industrials – 0.5
Cambridge Cognition Holdings
plc
1
– 420 420 473 53 18.9 Health Care – 0.4
Synectics plc
2
– 342 342 465 253 60.5
Information
Technology 0.88 0.4
Verici DX plc
1
– 1,449 1,449 426 (907) 8.5 Health Care – 0.4
Polarean Imaging plc
1
– 1,055 1,055 426 (630) 14.5 Health Care – 0.4
Arecor Therapeutics plc
1
– 1,650 1,650 416 (787) 21.5 Health Care – 0.4
Fusion Antibodies plc
1
565 1,884 2,449 363 158 7.4 Health Care – 0.3
Byotrol plc Ordinary shares
1,4
511 348 859 27 (110) 0.5 Materials – –
Byotrol plc 9% Convertible
loan notes
1,4
– 350 350 335 (15) – Materials – 0.3
Xeros Technology Group plc
1
– 1,000 1,000 333 (667) 2.6 Industrials – 0.3
Block Energy plc
1
– 3,000 3,000 332 (179) 4.8 Energy – 0.3
Eneraqua Technologies plc
1
– 1,955 1,955 275 (7) 13.0 Industrials 3.08 0.3
18
Amati AIM VCT plc
Annual Report & Financial Statements 2025
Investment Portfolio (continued)
Company name
Original
Amati VCT
bookcost at
4 May 2018
#
£’000
Costs*
£’000
Aggregate
Cost**
£’000
Fair
value
£’000
Fair value
movement
in year***
£’000
Market
Cap
£m
Industry
Sector
Yield
NTM
%
%
of net
assets
Hardide plc
1
695 1,666 2,361 249 (181) 4.3 Materials – 0.2
Creo Medical Group plc
1,3
– 1,612 1,612 232 (303) 74.2 Health Care – 0.2
MyCelx Technologies
Corporation
1
440 205 645 125 (81) 7.6 Industrials – 0.1
Rua Life Sciences plc
1
– 931 931 93 5 7.5 Health Care – 0.1
Getech Group plc
1
– 1,040 1,040 85 (269) 2.7
Information
Technology – 0.1
Brighton Pier Group plc (The)
1
314 175 489 83 (125) 8.2
Consumer
Discretionary – 0.1
Trellus Health plc
1
– 700 700 44 (35) 4.0 Health Care – 0.1
Zenova Group plc
1
– 900 900 38 (169) 0.7 Materials – –
Aptamer Group plc
1
– 3,671 3,671 13 (19) 8.2 Health Care – –
Merit Group plc
1
– 596 596 13 (35) 4.3
Communi–
cation Services – –
Investments held at nil value† – – –
– – –
Total non-money market
investments 111,302 89,856 (5,565) 80.6
Money market funds
Goldman Sachs Sterling Liquid
Reserves Fund 4,398 4,398 – 3.9
Northern Trust Global The
Sterling Fund 4,398 4,398 – 3.9
Royal London Short Term
Money Market Fund 4,414 4,380 (55) 4.0
Total money market funds 13,210 13,176 (55) 11.8
Total Investments 124,512 103,032 (5,620) 92.4
Other net current assets 8,506 7.6
Net assets 111,538 100.0
1 Qualifying holdings.
2 Part qualifying holdings.
3 These investments are also held by other funds managed by Amati.
4 Chorus Intelligence Limited (“Chorus”) consists of 232 Ordinary Shares in Chorus at fair value of £151,000 and 10% Convertible Loan Notes at £2,699,000. Interest is being
received half yearly on the Chorus CLNs.
Byotrol plc (“Byotrol”) consists of 25,000,001 Ordinary Shares in Byotrol at fair value of £28,000 and 9% Convertible Loan Notes at fair value of £335,000. Interest is being
received quarterly on the Byotrol CLNs.
Strip Tinning consists of 569,699 ordinary shares at fair value of £171,000 and 10% Convertible Loan Notes at fair value of £485,000. Interest is payable upon redemption of
the CLNs.
# This column shows the original book cost of the investments acquired from Amati VCT plc on 4 May 2018.
* This column shows the bookcost to the Company as a result of market trades and events.
** This column shows the aggregate book cost to the Company either as a result of trades and events or asset acquisition from Amati VCT plc on 4 May 2018.
*** This column shows the movement in fair value, the unrealised gains/(losses) on investments during the year, see notes 1 and 8 on pages 66 and 71 for further details.
† These investments are held at nil value and with nil book cost with the related losses realised.
NTM Next twelve months consensus estimate (Source: Refinitiv, Fidessa and Amati Global Investors)
The Manager rebates the management fee of 0.75% on the WS Amati UK Listed Smaller Companies Fund and this is included in the yield.
All holdings are in ordinary shares unless otherwise stated.
The book cost of the following investments has been written off, but holdings continue to be held for qualifying purposes: Flylogix Limited
1
; Saeitta Group
1
, Elexsys Energy plc
1
,
Leisurejobs.com Limited
1
(previously The Sportweb.com Limited), Rated People Limited
1
, TCOMLimited
1
, VITEC Global Limited
1
.
As at the year end the percentage of the Company’s portfolio held in qualifying holdings for the purposes of Section 274 of the Income and Corporation Taxes Act is 100%.
19
Amati AIM VCT plc
Annual Report & Financial Statements 2025
Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
The AIC SORP provides guidance on additional
reporting on unquoted investee companies within the
top ten largest investments of the VCT. The following
data is extracted from the last published set of audited
accounts. It should be noted however that this may not
be representative of underlying financial performance
for several reasons. Published accounts at Companies
House are by their nature historical and therefore
out of date, and the Manager works from up-to-date
monthly management accounts, management
updates and board packs. In addition, pre-tax profit
in statutory accounts is often not a representative
indicator of underlying profitability as there may
be various adjustments that impact that figure of a
non-operational nature.
Chorus Intelligence Limited
Suffolk
Unquoted
www.chorusintel.com
The Chorus Intelligence Suite (“CIS”) is a one platform,
one dashboard solution for managing every stage of
a digital investigation. The CIS delivers powerful data
search, analysis, enrichment and evidential reporting
tools to law enforcement, financial and corporate
institutions across the globe.
Amati AIM VCT's first investment: March 2022
Total original cost of equity: £301,104
Total equity held: 0.6%
Equity valuation: £150,552
Valuation basis: Value provided against,
supported by DCF
Voting rights: 0.6%
Total original cost of CLNs: £2,698,897
Total CLN's held: 100%
CLN valuation: £2,698,897
Valuation basis: At cost, supported by
DCF
Income recognised in the year: £269,000
Year ended
31 March 2024
2024
£’000
2023
£’000
Net assets: (4,808) (5,473)
A full set of accounts is not publicly available.
Source: Chorus Intelligence Ltd, audited financial statements, 31 March 2024
20
Amati AIM VCT plc
Annual Report & Financial Statements 2025
2000
2003
2005
2007
2009
2011
2013
2015
2017
2019
2021
2025
2023
1,200
1,000
800
600
400
200
0
Market Capitalisation (£m)
Water
Intelligence
Intelligent
Ultrasound
Chorus
Intelligence
Windar
Photonics
2 Degrees
Limited
Diaceutics
Property
Franchise
Group
SRT Marine
Systems
Craneware
GB Group
MaxCyte
Learning
Technologies
Information
Technology
Health care
Consumer
Discretionary
Financials
Industrials
Communication
Services
Energy
Materials
Utilities
Real Estate
Consumer
Staples
Cash
%
0
5
10
15
20
25
Analysis as at 31 January 2025
Qualifying portfolio
The portfolio of qualifying investments in the
Company as at 31 January 2025 is analysed in the
graph below by date of initial investment and market
capitalisation. The size of the circles represents the
relative size of the holdings in the portfolio by value.
The top twelve qualifying portfolio companies are
labelled. The dates of investments in securities
heldsolely by Amati VCT plc prior to the merger
withAmati VCT 2 plc in May 2018, are given as
thedates those securities were originally acquired
byAmati VCT plc.
Sector split
The portfolio of investments in the Company as at
31 January 2025 is analysed in the graph below by
sector. This includes a sector split of the investments
within the WS Amati UK Listed Smaller Companies
Fund which in the Investment Portfolio table on
pages 16 to 18 is classed as Financials.
Source:
Amati Global Investors
as at 31 January 2025
Investment Portfolio (continued)
Companies in administration are excluded from this graph.
21
Amati AIM VCT plc
Annual Report & Financial Statements 2025
Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
Investment Objectives, Investment Policy
and Investment Strategy
Following the outcome of the Strategic Review, and as
announced to shareholders on 2 December 2024, the
Board intends to seek shareholder approval to amend
the Company’s investment objectives and policy in order
to enable a greater degree of investment in unquoted
UK companies with strong growth potential, alongside
continued investment in companies quoted on AIM and
AQSE (an “AIM Plus” strategy). Details of the proposed
changes to the investment objectives and policy, which
have been approved by the FCA, will be set out in the
notice relating to the Company’s Annual General Meeting
and shareholders will be asked to approve the changes
at the Company’s Annual General Meeting.
Details of the Company’s current investment objectives,
investment policy and investment parameters, which
applied throughout the financial year ending 31 January
2025, are set out below.
Investment Objectives
The investment objectives of the Company are to
generate tax free capital gains and regular dividend
income for its shareholders while complying with the
requirements of the rules and regulations applicable to
Venture Capital Trusts (“VCTs”).
Investment Policy
The Company’s investment policy is to hold a diversified
portfolio across a broad range of sectors to mitigate
risk. It makes Qualifying Investments (as defined in the
Income Tax Act 2007 (as amended)) primarily in
companies traded on AIM or on the Aquis stock
exchange (“Aquis”) and non-Qualifying Investments as
allowed by the VCT legislation. The Company manages
its portfolio to comply with the requirements of the rules
and regulations applicable to VCTs.
Investment Parameters
Whilst the investment policy is to make Qualifying
Investments primarily in companies traded on AIM or on
Aquis, the Company may also make Qualifying
Investments in companies likely to seek a quotation on
AIM or Aquis. With regard to the non-Qualifying
portfolio the Company makes investments which are
permitted under the VCT legislation, including shares or
units in an Alternative Investment Fund (AIF) or an
Undertaking for Collective Investment in Transferable
Securities (UCITS) fund, and shares in other companies
which are listed on a regulated market such as the Main
Market of the London Stock Exchange. Any investments
by the Company in shares or securities of another
company must not represent more than 15% of the
Company’s net asset value at the time of purchase.
Borrowing
The Company has the flexibility to borrow money up to
an amount equal to its adjusted capital and reserves
but the Board’s policy is not to enter into borrowings.
Investment Strategy for Achieving Objectives
The investment strategy for achieving the Company
Objectives which follows is not part of the formal
Investment Policy. Any material amendment to the
formal Investment Policy may only be made with
shareholder consent, but that consent applies only to
the formal Investment Policy above and not to any part
of the Strategy for Achieving Objectives or Key
Performance Indicators below.
(a) Qualifying Investments Strategy
The Company is likely to be a long-term investor in
most Qualifying Investments, with sales generally
only being made where an investment case has
deteriorated or been found to be flawed, or to
realise profits, adjust portfolio weightings, fund
new investments or pay dividends. Construction
of the portfolio of Qualifying Investments is driven
by the historic investments made by the Company
and by the availability of suitable new investment
opportunities. The Manager may co-invest in
companies in which other funds managed by Amati
Global Investors invest.
(b) Non-Qualifying Investments Strategy
The assets of the portfolio which are not in Qualifying
Investments will be invested by the Manager on
behalf of the Company in investments which are
allowable under the rules applicable to VCTs.
Currently, cash not needed in the short term is
invested in a combination of the following (though
ensuring that no more than 15% of the Company’s
funds are invested in any one entity at the time of
purchase):
(i) the WS Amati UK Listed Smaller Companies Fund
(which is a UCITS fund), or other UCITS funds
approved by the Board;
(ii) direct equity investments in small and mid-sized
companies and debt securities in each case
listed on the Main Market of the London Stock
Exchange; and
(iii) cash or cash equivalents (including money market
funds) which are redeemable within 7 days.
22
Amati AIM VCT plc
Annual Report & Financial Statements 2025
Environmental, Social and Governance (“ESG”)
Policies
The Investment Manager recognises that managing
investments on behalf of clients involves taking into
account a wide set of responsibilities in addition to
seeking to maximise financial returns for investors.
Industry practice in this area has been evolving rapidly
and Amati has been an active participant in seeking to
define and strengthen its principles accordingly. This
involves both integrating ESG considerations into the
Investment Manager’s investment decision-making
process as a matter of course, and also signing up to
major external bodies who are leading influencers in the
formation of industry best practice. The following is an
outline of the kinds of ESG factors that the Investment
Manager will consider and question as part of its
investment process, reflecting the specific inputs and
outputs of a business.
• Environmental – climate change; use of natural
resources; pollution; waste and impact on
bio-diversity; and taking into account any positive
environmental impacts.
• Social – use of human capital; potential product
or service liabilities; stakeholder opposition; and
taking into account any positive social
considerations.
• Governance – ownership and control;
management structure and quality; pay and
alignment; accounting issues; business ethics;
and tax transparency.
• Human rights – weighing up the risks of activities
in countries with Freedom House Scores below 33
and based on Clean Trade principles; not investing
in companies extracting natural resources in
countries which score below 15; risk of exposure to
corruption and unreliable legal frameworks; risk of
benefiting from slave labour; risk from adverse
political developments impacting a business
negatively.
The Board is conscious of the potential impact of its
investments on the environment as well as its social
and governance responsibilities. The Board and the
Manager believe that sustainable investment involves
the integration of ESG factors within the investment
appraisal process and that these factors should be
considered alongside strategic, commercial and financial
issues. Further details can be found on page 31.
Board Diversity of Investee Companies
The Board, through the Manager, considers board
diversity to be an important consideration in its
investment decision on investee companies.
Key Performance Indicators
The Board expects the Manager to deliver a
performancewhich meets the objectives of the Company.
A review of the Company’s performance during the
financial year, the position of the Company at the year
end and the outlook for the coming year is contained in
the Chairman’s Statement and Fund Manager’s Review.
The Board monitors on a regular basis a number of key
performance indicators which aretypical for VCTs, the
main ones being:
• Compliance with HMRC VCT regulations to
maintainthe Company’s VCT Status. See page 32;
• Net asset value and total return to shareholders
(the aggregate of net asset value and cumulative
dividends paid to shareholders, assuming
dividendsre-invested at ex-dividend date). See
graphs on page 3;
• Comparison against the Deutsche Numis Alternative
Markets Total Return Index. See graph on page 3;
• Dividend distributions. See table of investor returns
onpage 2;
• Share price. See key data on page 1; and
• Ongoing charges ratio. See key data on page 1.
Investment Objectives, Investment Policy
and Investment Strategy (continued)
23
Amati AIM VCT plc
Annual Report & Financial Statements 2025
Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
Fund Management and Key Contracts
Fund Manager’s Engagement
The Board regularly appraises the performance and
effectiveness of the managerial, administration and
secretarial arrangements of the Company. As part of
this process, the Board considers the arrangements
for the provision of investment management and other
services to the Company on an ongoing basis and a
formal review is conducted annually. As detailed below
and in the Chairman’s Statement, following completion
of the Strategic Review, the Board has served notice to
terminate the appointment of Amati Global Investors
(“AGI”) as the Company’s investment manager, and
to appoint Maven Capital Partners UK LLP (“Maven”)
as the new manager. Maven will also be appointed as
administrator and company secretary.
While notice to terminate AGI’s appointment was served
on 2 December 2024, AGI remained appointed as the
Company’s investment manager throughout the financial
year ending 31 January 2025. Details of the terms of
AGI’s appointment are therefore set out below. Details
of the terms upon which Maven will be appointed as
the Company’s investment manager, administrator and
company secretary were announced by the Company on
28 February 2025 and will be set out in the Company’s
annual report from the financial year ending 31 January
2026 onwards.
AGI Management Agreement
AGI was first appointed as investment manager to the
Company on 19 March 2010. Under an Investment
Management and Administration Agreement dated
19 March 2010, and subsequently revised and
updated in two separate agreements, an Investment
Management Deed (“IMA”) and a Fund Administration,
Secretarial Services and Fund Accounting Agreement
(“FASSFAA”), on 30 September 2019, AGI agreed
to manage the investments and other assets of the
Company on a discretionary basis subject to the overall
policy of the Directors.
The Company pays to AGI under the terms of the IMA
a fee of 1.75% of the net asset value of the Company
quarterly in arrears. In November 2014, with shareholder
consent, the Company amended its non-qualifying
investment policy to permit investment in the WS Amati
UK Listed Smaller Companies Fund, a small and mid-cap
fund managed by AGI. The Company receives a full
rebate on the fees payable by the Company to AGI within
this fund either through a reduction of fees payable by
the Company or a direct payment by AGI.
Annual running costs are capped at 3.5% of the
Company’s net assets, any excess being met by AGI
by way of a reduction in future management fees. The
annual running costs include the Directors’ and AGI’s
fees, professional fees and the costs incurred by the
Company in the ordinary course of its business (but
excluding any commissions paid by the Company in
relation to any offers for subscription, irrecoverable VAT
and exceptional costs, including winding-up costs).
Where AGI negotiates and structures an investment
directly with a company, most commonly as a convertible
loan, AGI retains the right to charge the investee
company a fee. Any legal expenses incurred by AGI will
be paid out of this fee.
AGI Administration Arrangements
Under the terms of the FASSFAA, AGI also agreed to
provide certain fund administration, company secretarial
and accounting services to the Company. As disclosed
previously, AGI and the Board agreed that a new
Company Secretary would be sought and that the Board
would contract directly with the new Company Secretary.
The Board appointed LDC Nominee Secretary Limited
as Company Secretary of the Company with effect from
1 February 2022. Under the FASSFAA, AGI has the
right to appoint suitable representatives to provide fund
accounting and administration services to the Company.
AGI engaged Waystone Administration Solutions (UK)
Limited to act as fund accountant and administrator.
For the year ending 31 January 2025, the Company paid
AGI a fee of £81,626 per annum (2024: £78,336) paid
quarterly in arrears in respect of the provision of fund
accounting and administration services. This fee was
subject to an annual increase in line with the consumer
prices index.
AGI’s appointment as investment manager and/or fund
accountant and administrator was terminable with
twelve months’ notice. As announced on 2 December
2024, the Board served notice to terminate the
appointment of AGI. This termination will also result
in a change of fund accountant, administrator and
companysecretary.
VCT Status Adviser
Philip Hare & Associates LLP (“Philip Hare & Associates”)
is engaged to advise the Company on compliance with
VCT requirements. Philip Hare & Associates review new
investment opportunities, as appropriate, and review
regularly the investment portfolio of the Company. Philip
Hare & Associates work closely with the Manager but
report directly to the Board.
24
Amati AIM VCT plc
Annual Report & Financial Statements 2025
Principal and Emerging Risks
The Audit Committee regularly reviews the Company’s
risk register, which assesses each risk and classifies the
likelihood of the risk and the potential impact of each risk
on the Company. The Board considers that the Company
faces the following major risks and uncertainties:
Potential Risk Potential Impact Mitigation
Investment Risk A substantial portion of the Company’s
investments is in small AIM traded
companies as well as some unquoted
companies. By their nature these
investments involve a higher degree
of risk than investments in larger fully
listed companies. These companies
tend to have limited product lines and
niche markets. They can be reliant
on a few key individuals. They can
be dependent on securing further
financing. With the changes to VCT
regulations introduced in the Finance
Act 2018 focusing investment in
knowledge based companies, newer
investments may well be made at
an earlier stage in the lifecycle and
may result in a reduced exposure to
asset based businesses leading to
increased volatility in the value of an
investee company’s shares. Further, the
majority of the new investments will
be in companies which have invested
in developing and commercialising
intellectual property, which brings with
it the risk that another company might
develop superior technology, or that the
commercialisation strategy may fail. In
addition, the liquidity of these shares
can be low and the share prices volatile.
The Board places reliance upon the
skills and expertise of the Manager,
including its strong track record for
investing in this segment of the market.
Investments are actively and regularly
monitored by the Manager and the
Board receives detailed reports on the
portfolio in addition to the Manager’s
report at regular Board meetings. The
Manager also seeks to limit these risks
through building a diversified portfolio
with companies in different areas within
sectors and markets at different stages
of development.
Investments in unquoted companies in
particular are subject to strict controls
and investment limits in recognition of
the significant risks involved. In relation
to investments of this nature there is an
expectation that the investee company
is likely to seek admission to AIM, in
order to de-risk the investment, to
the extent that this is possible, within
an acceptable time frame. It may be
that an investment is realised via a
trade sale as this option is always
a possibility. The Manager ensures
Board representation or monitoring
is a requirement of the investment
agreement and, if a listing or trade
sale does not occur, will continue
to oversee board and operational
managementperformance.
25
Amati AIM VCT plc
Annual Report & Financial Statements 2025
Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
Potential Risk Potential Impact Mitigation
Venture Capital Trust
Approval Risk
The current approval as a venture capital
trust allows investors to take advantage
of income tax reliefs on initial investment
and ongoing tax-free capital gains and
dividend income. Failure to meet the
qualifying requirements could result in
investors losing the income tax relief on
initial investment and loss of tax relief
on any tax-free income or capital gains
received. In addition, failure to meet the
qualifying requirements could result in a
loss of listing of the shares.
The VCT legislation contains a “sunset
clause” which would have brought
income tax relief to an end on 5 April
2025. The UK Government addressed
this matter and passed the Finance Act
2024 which included the extension to
the sunset clause to 5 April 2035. The
EU were required to give approval and
this has been given.
To reduce this risk, the Board has
appointed the Manager which has
significant experience in venture
capital trust management and is used
to operating within the requirements
of the venture capital trust legislation.
In addition, to provide further formal
reassurance, the Board has appointed
Philip Hare & Associates as VCT Status
Adviser to the Company. Philip Hare &
Associates reports every six months
to the Board to confirm compliance
with the venture capital legislation, to
highlight areas of risk and to inform on
changes in legislation independently.
Other tax reliefs such as tax-free
dividends and exemption from capital
gains tax were unaffected by the
sunsetclause.
Compliance Risk The Company has a premium listing
on the London Stock Exchange and is
required to comply with the rules of the
UK Listing Authority, as well as with
the Companies Act, Financial Reporting
Standards and other legislation. Failure
to comply with these regulations could
result in a delisting of the Company’s
shares, or other penalties under the
Companies Act or from financial
reporting oversight bodies.
The Alternative Investment Fund
Managers (Amendment etc.) (EU
Exit) Regulations 2019 (“AIFMD”) is
a directive affecting the regulation of
VCTs. Amati AIM VCT has been entered
in the register of small, registered UK
AIFMs on the Financial Services register
at the Financial Conduct Authority
(“FCA”). As a registered firm there are
a number of regulatory obligations and
reporting requirements which must be
met in order to maintain its status as an
AIFM.
Board members and the Manager have
considerable experience of operating at
senior levels within quoted businesses.
In addition, the Board and the Manager
receive regular updates on new
regulations from the auditor, lawyers,
the Company Secretary and other
professional bodies.
26
Amati AIM VCT plc
Annual Report & Financial Statements 2025
Potential Risk Potential Impact Mitigation
Internal Control Risk Failures in key controls within the
Board or within the Manager’s business
could put assets of the Company at
risk or result in reduced or inaccurate
information being passed to the
Board or to shareholders or to other
stakeholders.
Inadequate or failed controls might
result in breaches of regulations or
loss of shareholder trust. The Manager
operates a robust risk management
system which is reviewed regularly to
ensure the controls in place are effective
in reducing or eliminating risks to the
Company.
Details of the Company’s internal
controls are on page 44.
The Board seeks to mitigate the internal
control risk by setting policy, regular
reviews of performance by the Manager
and service providers, enforcement of
contractual obligations and monitoring
progress and compliance.
Financial Risk By its nature, as a venture capital trust,
the Company is exposed to market price
risk, credit risk, liquidity risk and interest
rate risk.
The Company has from time to time
been exposed to currency risk.
The Company’s policies for managing
these risks are outlined in full in notes
16 to 19 to the financial statements
on pages 76 to 78. The Company is
financed wholly through equity.
Economic Risk Events such as economic recession,
not only in the UK, but also in the
core markets relevant to our investee
companies, together with a movement
in interest rates, can affect investor
sentiment towards liquidity risk, and
hence have a negative impact on the
valuation of smaller companies. The
economic future for the UK and the
wider world would appear to be as
uncertain as it has ever been in the last
few decades. US President Trump’s
aggression and unpredictability leaves
other countries wrong footed and
unsure of the future. Wars in Europe
and the Middle East combine and
continue to give grave concern. This
happens at the same time as countries
are seeing levels of government debt
that have not been this high since World
War II, and the UK is noexception.
Government actions to deal with
Covid-19 and to boost the economy
during the pandemic resulted in rising
inflation and therefore interest rates, the
impacts on the
The Manager seeks to mitigate
economic risk by seeking to adopt a
suitable investment style for the current
point in the business cycle, and to
diversify the exposure to geographic
end markets.
Principal and Emerging Risks (continued)
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Potential Risk Potential Impact Mitigation
Economic Risk
(continued)
cost of living being exacerbated by
high energy prices caused by poor
Government energy policy decision-
making in the rush to go green, reliance
for energy supplies on Russia and
the impact of that country’s invasion
of Ukraine. UK financial markets
and the UK economy have still not
recovered from the measures taken by
the government during the Covid-19
pandemic, and the country continues
to suffer from a lack of growth and the
threat of recession. Money invested in
UK stock markets has flowed out of
the country with the main beneficiaries
being US stock markets.
Operational Risk Failure of the Manager’s, or other
contracted third parties’, accounting
systems or disruption to their
businesses might lead to an inability
to provide accurate reporting and
monitoring or loss to shareholders.
The Manager regularly reviews the
performance of third-party suppliers at
monthly management meetings and the
Nomination Committee of the Company
considers third-party suppliers’
performance annually. The Board
considers the Manager’s performance
at every quarterly meeting.
Concentration Risk Although the Company has a diversified
portfolio of investments, the twenty
largest investments (excluding money
market funds) account for 58% of the
total investments. A material fall in any
one non-money market investment can
have a significant impact on the overall
net asset value.
Portfolio weighting limits apply to the
portfolio’s largest company holdings
such that no investee company holding
is allowed to approach a size of 10% of
the portfolio, with action normally taken
well before that level particularly where
the shares have become overbought
with no underlying earnings justification.
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Annual Report & Financial Statements 2025
Section 172 Statement
Directors’ Duty to Promote the Success
of the Company
This section sets out the Company’s Section 172
Statement and should be read in conjunction with the
other contents of the Strategic Report. The Directors
have a duty to promote the success of the Company for
the benefit of its members as a whole and in doing so to
have regard to a number of matters including:
• the likely consequences of any decision in the long
term;
• the interests of the Company’s employees;
• the need to foster business relationships with
suppliers, customers and others;
• the impact of the company’s operations on the
community and the environment;
• the desirability of the Company maintaining a
reputation for high standards of business conduct;
and
• the need to act fairly between members of the
Company.
As an externally managed investment company,
the Company does not have employees. Its main
stakeholders therefore comprise the shareholders,
the Investment Manager, other service providers and
investee companies.
To ensure that the Directors are aware of, and
understand, their duties, they are provided with a tailored
induction, including details of all relevant regulatory and
legal duties as a Director of a UK public limited company
when they first join the Board, and continue to receive
regular and ongoing updates and training on relevant
legislative and regulatory developments.
They also have continued access to the advice and
services of the Company Secretary, and when deemed
necessary, the Directors can seek independent
professional advice. The Terms of Reference of the
Board’s committees are reviewed annually and describe
the Directors’ responsibilities and obligations and include
any statutory and regulatory duties.
Stakeholder Importance Board Engagement
Shareholders Continued shareholder support
and engagement are critical to
the continuing existence of the
business and its future growth.
The Board places great importance on communication
with its shareholders and encourages shareholders
to attend the AGM and an annual investor event
and welcomes communication from shareholders as
described more fully on page 42 in the Statement of
Corporate Governance.
During the year, the Board has had regular
engagement with a large number of shareholders,
both directly and through a survey conducted by the
Manager, as part of the Strategic Review.
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Stakeholder Importance Board Engagement
Investment Manager The Manager’s performance is
fundamental for the Company
to successfully deliver its
investment strategy, meet its
investment objective and its
long-term success.
The Board’s decisions are intended to achieve the
Company’s objective to generate tax free capital gains
and income on investors’ funds and maintaining the
Company’s status as a VCT is a critical element of
this. The Board regularly monitors the Company’s
performance in relation to its investment objectives
and seeks to maintain a constructive working
relationship with the Manager. Representatives of
the Manager attend each quarterly board meeting
and provide an update on the investment portfolio
along with presenting on macroeconomic issues.
Monthly updates on performance are also circulated
to the Board between board meetings. The Board
also expects good standards at the companies within
which the Company is invested and, as described
on page 31, the Manager remains a signatory to
the UK Stewardship Code, and the Principles for
ResponsibleInvestment.
In March 2024, the Board announced that, in
conjunction with the Manager, it had launched a
Strategic Review to consider the Company’s strategic
options in light of the ongoing challenges in the AIM
market and the resultant performance issues faced
by the Company. Following the conclusion of this
review, the Board announced the planned change of
investment manager on 2 December 2024.
Other service providers
Including: the registrar,
the receiving agent,
the tax adviser, the
auditor, the lawyers, the
Company Secretary and
the Fund Accountant
In order to function as an
investment trust with a premium
listing on the London Stock
Exchange, the Company
engages a diverse and
experienced range of advisors
for support with meeting all
relevant obligations.
The Board maintains regular contact with its key
external service providers, and the quality of the
provision of these services is considered by the Board
at Board meetings, as well as being subject to a more
formal annual review of both performance and fees by
the Remuneration Committee.
Investee companies The Company’s performance
is directly linked to the
performance of its underlying
investee companies and
accordingly communication with
those entities is regarded as
very important.
Where the Company takes a significant stake in
an early stage quoted company, the Manager aims
where possible to secure direct or indirect board
representation. The Manager ensures this is achieved
on boards of unquoted companies.
The Board’s primary focus in promoting the long-
term success of the Company for the benefit of the
members as a whole is to direct the Company with a
view to achieving the investment objective in a manner
consistent with its stated investment policy and
strategy.
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Key decision making
The mechanisms for engaging with stakeholders are kept
under review by the Directors and discussed at Board
meetings to ensure they remain effective. The Board has
policies for dividends, share buybacks and the dividend
re-investment scheme, all of which it is considered are for
the benefit of shareholders.
During the year the Directors discussed these and
reaffirmed their commitment to the policies. An example
of a principal decision made during the year, and how
the Board fulfilled its duties under Section 172, is set out
below:
Principal Decision Long-term impact Stakeholder Engagement
Change of Investment
Manager, Investment
Objectives and Policy
Notice was served to terminate the
appointment of Amati Global Investors
Limited (AGI) as the Company’s investment
manager on 2 December 2024 and the
Board agreed to appoint Maven Capital
Partners UK LLP (“Maven”) as the new
investment manager, administrator and
company secretary. The terms on which
Maven will be appointed were announced
on 28 February 2025. Having agreed terms
for the early termination of the current
manager, a new investment management
agreement has been entered into with
Maven under which Maven’s appointment
is expected to take effect from 1 May 2025.
Further details will be set out in a separate
announcement to be released by the
Company on or around 16 April 2025.
This change of manager will provide the
Company with access to an increased
pipeline of investment opportunities
and greater resources to support the
management of the Company’s portfolio.
The Board is proposing changes to the
Company’s investment objectives and
policy that would enable a greater degree
of investment in unquoted UK companies
with strong growth potential, alongside
continued investment in companies quoted
on AIM and AQSE (an AIM Plus strategy).
FCA approval of the proposed changes to
the investment objectives and policy was
obtained on 25 March 2025.
The Board announced in March 2024 that
it had launched a Strategic Review, in
conjunction with the Manager, to consider
the available strategic options in light of the
ongoing challenges faced in the AIM market
and the resultant performance issues faced
by the Company. The Board worked closely
with the Manager to consider a number
of options, and as part of this review, the
Manager undertook a shareholder survey
to better understand shareholders’ views.
The results of this survey were shared in
full with the Board and carefully considered
prior to the decision to change manager
being made. Further announcements were
made on the progress of this review in May
2024, with the outcome announced on the
stock exchange on 2 December 2024.
The Chairman has also corresponded with
a number of shareholders who contacted
her directly at AmatiAIMVCTChair@
amatiglobal.com during, and following, the
Strategic Review process.
Shareholders will be asked to approve the
changes to the Company’s investment
objectives and policy at the upcoming AGM,
before they are adopted.
Payment of a Special
Dividend
Due to a combination of the Company’s
cash levels remaining high, ongoing
realisations in the portfolio and quality
AIM investment opportunities remaining
scarce, the Board considered that payment
of a special dividend best utilised the
Company’s current cash levels.
The Board carefully considered the impact
of a special dividend to shareholders,
including on its cash levels, and it
determined that whilst cash and current
asset investments had the benefit of
liquidity, they do not generate exposure to
the investment opportunities shareholders
have entrusted the Company to find and
therefore a special dividend was in the
best interests of shareholders, to return
excess cash. In light of the lack of current
qualifying investment opportunities, the
Board also decided it was in the best
interests of shareholder to temporarily
suspend the dividend reinvestment scheme.
Section 172 Statement
Directors’ Duty to Promote the Success
of the Company (continued)
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Principal Decision Long-term impact Stakeholder Engagement
Payment of Second
Interim Dividend and
a further Special
Dividend
Following a number of disposals of
qualifying holdings, one of which was
the largest qualifying investment in the
Company’s portfolio, along with some partial
disposals of other holdings, this had resulted
in realisations of around £16m during
the Company’s financial year with new
qualifying investments amounting to £9m.
Given the continued high level of cash and
current asset investments, the decision was
made to accelerate the timings of dividend
payments with the declaration of a second
interim dividend, as well as a special dividend.
At the time of the announcement, this still
left cash and current asset investments
representing around 19% of the Company’s
Net Asset Value. The Board considered that
the payment of a second interim dividend
and also a special dividend best utilises the
Company’s current cash levels.
The Board decided it was appropriate to
return excess cash to shareholders. This
approach is in line with the Company’s
dividend policy.
Environmental, Social and Governance (“ESG”)
Policies, and Responsible Ownership
The Company has no employees and no premises and the
Board has decided that the direct impact of its activities
is minimal; therefore it has no policies relating to social,
community and human rights issues. However, the
Board does consider the impact of its operations on the
environment and over the past couple of years the Board
made the decision to no longer pay dividends via cheque
and to no longer provide printed copies of the Company’s
Half-Yearly report in order to reduce the use of paper. The
Company engaged with its shareholders on the matter.
The Company’s indirect impact occurs through the range
of organisations in which it invests and for this it follows
a policy of Responsible Ownership.
In terms of external validation and support, Amati
Global Investors, the Manager, is a signatory to the UK
Stewardship Code which aims to enhance the quality of
engagement between investors and companies to help
improve long-term risk adjusted returns to shareholders.
Amati’s approach to Stewardship and Shareholder
Engagement can be found at https://www.amatiglobal.
com/wp-content/uploads/2024/05/Stewardship-
Report-2023.pdf.
Amati is also a signatory to the UN-supported Principles
for Responsible Investment (PRI), which works to
understand the investment implications of ESG and
to support its international network of signatories in
incorporating ESG factors into their investment and
ownership decisions. The PRI acts in the long-term
interests of its signatories, of the financial markets and
economies in which they operate and ultimately of the
environment and society as a whole.
Voting on portfolio investments
In 2024, the Manager voted in respect of 59 Amati AIM
VCT holdings at 80 company meetings on a range of
ESG issues.
Business Conduct
The Board takes its responsibility to prevent bribery
very seriously and has a zero-tolerance policy towards
bribery. It has committed to carry out all business in an
honest and ethical manner and to act professionally,
fairly and with integrity in all its business dealings and
relationships. The Manager has its own anti-bribery and
corruption policy.
Global Greenhouse Gas Emissions
The Company is a low energy user and is therefore
exempt from the reporting obligations under the
Companies Act 2006 (Strategic Report and Directors’
Report) Regulations 2013 or the Companies (Directors’
Report) and Limited Liability Partnerships (Energy and
Carbon Report) Regulations 2018, implementing the
UK Government’s policy on Streamlined Energy and
Carbon Reporting. The Company has no greenhouse
gas emissions or energy consumption to report from
the operations of the Company, nor does it have
responsibility for any other emission producing sources.
Under UK listing rule 11.4.22(R), the Company, as a
closed ended investment fund, is currently exempt
from complying with the Task Force on Climate related
Financial Disclosures.
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VCT Regulations
The Company’s investment policy is designed to ensure
that it meets the requirements of HM Revenue & Customs
to qualify and to maintain approval as a VCT:
(i) The Company must, within three years of raising
funds, maintain at least 80% of its investments by
VCT value (cost, or the last price paid per share,
if there is an addition to the holding) in shares or
securities comprised in qualifying holdings (this
percentage rose from 70% to 80% for accounting
periods beginning on or after 6April 2019 which
for the Company was from 1February 2020). At
least 70% by VCT value must be ordinary shares
which carry no preferential rights. A further
condition requires that 30% of new funds raised
in accounting periods beginning after 5 April
2018 are to be invested in qualifying holdings
within 12 months of the accounting period
following the issuance of shares;
(ii) The Company may not invest more than 15%
of its investments in a single company and it
must have at least 10% by VCT value of its
total investments in any qualifying company in
qualifying shares approved by HM Revenue &
Customs;
(iii) To be classed as a VCT qualifying holding,
companies in which investments are made must
have no more than £15 million of gross assets
at the time of investment and £16million after
investment; they must be carrying on a qualifying
trade and satisfy a number of other tests
including those outlined below; the investment
must also be made for the purpose of promoting
growth or development;
(iv) VCTs may not invest new capital in a company
which has raised in excess of £5 million
(£10million from 6 April 2018 if the company is
deemed to be a Knowledge Intensive Company)
from all sources of state-aided capital within
the 12 months prior to and including the date of
investment;
(v) No investment may be made by a VCT in a
company that causes that company to receive
more than £12 million (£20 million if the
company is deemed to be a Knowledge Intensive
Company) of state aid investment (including from
VCTs) over the company’s lifetime. A subsequent
acquisition by the investee company of another
company that has previously received State Aid
Risk Finance can cause the lifetime limit to be
exceeded;
(vi) No investment can be made by a VCT in a
company whose first commercial sale was
more than 7 years prior to date of investment,
except where previous State-Aid Risk Finance
was received by the company within 7 years
(10years in each case for a Knowledge Intensive
Company) or where both a turnover test is
satisfied and the money is being used to enter a
new product or geographical market;
(vii) No funds received from an investment into a
company can be used to acquire another existing
business or trade;
(viii) Since 6 April 2016 a VCT must not make
“nonqualifying” investments except for certain
specified investments held for liquidity purposes
and redeemable within seven days. These include
investments in UCITS (Undertakings for Collective
Investments in Transferable Securities) funds, AIF
(Alternative Investment Funds) and in shares and
securities purchased on a Regulated Market. In
each of these cases the restrictions in (iii) – (vii)
above are not applied; and
(ix) Non-qualifying investments in AIM-quoted
shares are not permitted as AIM is not a
Regulated Market.
During 2018, HMRC stopped issuing pre-clearance
letters for VCT investments. They are encouraging VCTs
not to use the advance assurance service for investments
and have stated that where a VCT has taken reasonable
steps to ensure an investment is qualifying, the VCT
status will not be withdrawn where an investment is
ultimately found to be non-qualifying.
The Manager and the Board rely on advice from Philip
Hare & Associates regarding the qualifying status of
new investments. The Manager monitors compliance
with VCT qualifying rules on a day-to-day basis through
a combination of automated and manual compliance
checks in place within the business. Philip Hare &
Associates also review the portfolio bi-annually to
ensure the Manager has complied with regulations and
has reported to the Board that the VCT has met the
necessary requirements during the year.
Other Matters
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PRIIPs Regulations
The Company is required to publish a Key Information
Document (KID), which sets out the key features, risks,
potential future performance and costs of PRIIPs
(Packaged Retail and Insurance-based Investment
Products). This document is available at the Company’s
website, currently: www.amatiglobal.com.
Statement on Long-term Viability
In accordance with the UK Corporate Governance Code
published in July 2018 (the “Code”), the Directors have
carried out a robust assessment of the prospects of the
Company for the period to January 2030, taking into
account the Company’s performance and emerging and
principal risks, and are of the opinion that, at the time of
approving the financial statements there is a reasonable
expectation that the Company will be able to continue in
operation and meet liabilities as they fall due over that
period.
To come to this conclusion, the Manager prepares and
the Directors consider an income statement and cash
flow forecast for the next five years, which is considered
to be an appropriate time period due to its consistency
with the UK Government’s tax relief minimum holding
period for an investment in a VCT. This time frame
allows for forecasts to be made to allow the Board to
provide shareholders with reasonable assurance over
the viability of the Company. In making their assessment
the Directors have taken into account the nature of
the Company’s business and Investment Policy, its risk
management policies, the diversification of its portfolio,
the cash holdings and the liquidity of non-qualifying
investments.
The Directors have considered in particular the likely
economic effects and the impacts on the Company’s
operations of global geopolitical events, energy prices,
sticky levels of inflation and interest rates.
The longer-term economic outlook is very difficult to
predict but in considering preparing the long term
viability of the Company the Directors noted the
Company holds a portfolio of liquid investments and
cash balances whose value is a multiple of liabilities.
Other Disclosures
The Company had no employees during the year and has
three non-executive directors, two of whom are female
and one is male.
Since the year end, the Company has announced
the proposed appointment of a new female Director,
NeetaPatel CBE to the Board.
On behalf of the Board
Fiona Wollocombe
Chairman
15 April 2025
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Annual Report & Financial Statements 2025
Fiona Wollocombe
Chairman of the Board
Brian Scouler
Non-Executive Director and
Chairman of the Audit Committee
Julia Henderson
Non-Executive Director and
Chairman of the Remuneration
and Nominations Committees
Fiona Wollocombe was appointed
to the Board in June 2021 and was
appointed Chairman at the end of
the AGM in June 2022. She is also
a non-executive director of Albion
Technology & General VCT plc
following the merger of Albion VCTs
in December 2024. Her previous
career was in equity capital markets
at NatWest Markets and Deutsche
Bank. She has previously held
non-executive director roles for a
number of other companies in the
VCT sector including being chairman
of Artemis VCT Plc and of Maven
Income and Growth VCT PLC.
Relevant skills and experience and
reasons for re-election:
Fiona brings strong banking,
financial and investment trust
skills to the Board. Her extensive
knowledge and experience within
the VCT industry help facilitate open
conversation, constructive challenge
of the Manager, and contribute to
strategic discussions in her role as
Chairman of the Board. Following
a comprehensive board evaluation
process, the board agreed that
Fiona continues to be an effective
Chairman and member of the Board.
Brian Scouler joined the Board in
May 2018. Prior to this he was a
non-executive director of Amati
VCT plc which merged with the
Company in May 2018. He spent 30
years in Private Equity in senior roles
with Charterhouse, Royal Bank of
Scotland and Dunedin. He has wide
experience of buying and selling
private companies and investment
portfolio management, sitting
on numerous investee company
boards. He was formerly manager
of a quoted investment trust and a
member of the steering committee of
LPEQ, the listed private equity group.
He is a Chartered Accountant.
Relevant skills and experience and
reasons for re-election:
Brian’s experience in company and
investment portfolio management
brings valuable business and
financial skills to the Board. This
enables him to assess the financial
position of the Company and its
projections, and to lead discussions
regarding the Company’s risk
management framework and
risk appetite. Brian’s experience
of managing audit relationships
helps inform his role as Chairman
of the Audit Committee. Following
a comprehensive board evaluation
process, the board agreed that Brian
continues to be an effective member
of the Board.
Julia Henderson joined the Board
in May 2018. Prior to this she was
a non-executive director of Amati
VCT plc which merged with the
Company in May 2018. She has
specialised in advising quoted and
unquoted companies for over thirty
years. Her corporate finance career
began at ANZ Merchant Bank after
which she became a co-founder
and a director of Beeson Gregory
Limited, a mid-market investment
bank. Since 2004 she has been an
independent consultant, chairman
and non-executive director to
companies across a broad range
of sectors. Previous non-executive
directorships include Alkane Energy
plc, ECO Animal Health Group plc,
GTL Resources plc and TP Group plc.
Relevant skills and experience and
reasons for re-election:
Julia’s extensive experience in
investment banking and as a non-
executive director provides valuable
insight to the board. Her experience
aids constructive challenge in
the boardroom. Following a
comprehensive board evaluation
process, the board agreed that Julia
continues to be an effective member
of the Board.
Board of Directors
35
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Amati AIM VCT plc
Annual Report & Financial Statements 2025
Directors’ Report
The Statement of Corporate Governance on pages 39 to
42 forms part of the Directors’ Report.
Principal Activity and Status
The Company is registered as a public limited company
under the Companies Act 2006 (Registration number
04138683). The address of the registered office is
8
th
Floor, 100 Bishopsgate, London, EC2N 4AG. The
principal activity of the Company is to invest in a portfolio
of companies whose shares are primarily traded on AIM.
The Directors have managed, and intend to continue to
manage, the Company’s affairs in such a manner as to
comply with section 274 of the Income Tax Act 2007.
A review of the Company’s business during the year
is contained in the Chairman’s Statement and Fund
Manager’s Review.
Directors
The Directors of the Company during the year under
review were Fiona Wollocombe, who was the appointed
Chairman of the Board from June 2022, Julia Henderson
and Brian Scouler. The Company announced on
28February 2025 that it intends to appoint Neeta
Patel CBE as a new independent, non-executive
Director of the Company. The date of her appointment
will be announced in due course. Julia Henderson has
also notified the Board of her intention to retire from
the Board during 2025. The Company indemnifies its
Directors and officers and has purchased insurance to
cover its Directors. The Board has a policy which sets out
the responsibility of the Chair which is available on the
Company’s website.
The rules concerning the appointment and replacement
of Directors are contained within the Company’s Articles
of Association and the Companies Act 2006. The Articles
of Association can be amended by shareholders at a
General Meeting.
Conflicts of Interest
Each Director has a statutory duty to avoid a situation
where they have, or could have, a direct or indirect
interest which conflicts, or may conflict with the interests
of the Company. A Director will not be in breach of
that duty if the relevant matter has been authorised in
accordance with the Articles. The Board has approved a
protocol for identifying and dealing with conflicts and has
resolved to conduct a regular review of actual or possible
conflicts and any authorised conflicts at every Board
meeting. No conflicts or potential conflicts were identified
during the year.
Management
The Company’s investments for the year under review
were managed by Amati Global Investors Limited (“AGI”),
subject to an Investment Management Agreement dated
30 September 2019 (the “Agreement”) which was an
update from the original agreement dated 19 March
2010. Pursuant to the Agreement, AGI is entitled to
an investment management fee of 1.75% per annum
charged on the net asset value of the Company at the
quarter end, payable quarterly in arrears. The Manager
rebates the fee it receives for the management of the
Company’s investment in the WS Amati UK Listed
Smaller Companies Fund.
The Manager waived the right granted in the original
Agreement to receive a performance fee.
The Agreement may be terminated by either party
with twelve months’ notice and notice was served on
2December 2024 as detailed below.
Manager Evaluation and Appointment of
NewManager
As disclosed in the Chairman’s Statement on page 4,
the Board launched a Strategic Review in March 2024 in
consultation with AGI to address the ongoing challenges
in the AIM market and the resultant performance
issues faced by the Company. As part of the review,
the Board received proposals from a number of third
parties, including proposals for a change of manager
and proposals to combine its investment portfolio with
an existing VCT. These were all carefully reviewed in
great detail alongside proposals from the Company’s
current manager. As announced on 2 December 2024,
following completion of the Strategic Review, the Board
served notice to terminate the appointment of AGI as the
Company’s Investment Manager and to appoint Maven
Capital Partners UK LLP (“Maven”) as the new Manager.
Details of the terms of appointment were announced to
the market on 28 February 2025. Having agreed terms
for the early termination of the current manager and
entered into a new investment management agreement
with Maven, Maven’s appointment is expected to take
effect from 1 May 2025. Further details will be set out
in a separate announcement to be released by the
Company on or around 16 April 2025.
The Board will review the skills, experience, resources
and commitment of the new manager, as presented
to the Board within the Strategic Review process,
together with the investment performance, management
processes, risk controls and the quality of support
provided to the Board during the coming year.
36
Amati AIM VCT plc
Annual Report & Financial Statements 2025
Directors’ Report (continued)
Dividend
The Company paid an interim dividend of 2.5p per
share on 25 October 2024, followed by a second interim
dividend of 1.5p per share on 17 January 2025. The
Company also paid two special dividends during the year
of 10p per share on 10 June 2024 and 2.5p per share on
17 January 2025.
As stated in the Chairman’s Statement on page 5, the
Board has declared payment of a special dividend of
10 pence per share for the financial year ending 31
January 2025. The dividend will be paid on 30 May 2025
to shareholders on the register on 2 May 2025. The
ex-dividend date will be 1 May 2025. There will be no
DRIS available with this dividend.
Share Capital
There were 146,009,780 ordinary shares in issue at
the year end. The Company does not hold any shares
in treasury. During the year 5,060,044 shares in the
Company with a nominal value of 5p per share were
bought back for an aggregate consideration of £4.1m at
an average price of 80.9p per share (representing 3.5%
of the shares in issue at 31 January 2025). Since the year
end, 1,623,155 shares have been bought back for an
aggregate consideration of £1,125,150.18 at an average
price of 68.4p per share. All of the shares were cancelled
after purchase. The purpose of the share buybacks was
to satisfy demand from those shareholders who sought
to sell their shares during the period, given that there is
a very limited secondary market for shares in Venture
Capital Trusts generally. It remains the Board’s policy
to buy back shares in the market, subject to the overall
constraint that such purchases are in the Company’s
interest including the maintenance of sufficient resources
for investment in new and existing investee companies
and the continued payment of dividends to shareholders.
At the Company’s year-end, authority remained for the
Company to buy back 19,631,318 shares. No new shares
were issued during the year.
The rights and obligations attached to the Company’s
ordinary shares are set out in the Company’s Articles
of Association, copies of which can be obtained from
Companies House. The Company has one class of share,
ordinary shares, which carry no right to fixed income. The
holders of ordinary shares are entitled to receive dividends
when declared, to receive the Company’s report and
accounts, to attend and speak at general meetings, to
appoint proxies and to exercise voting rights.
There are no restrictions on voting rights and no
restrictions concerning the transfer of shares in the
Company except that certain restrictions may from time
to time be imposed by laws and regulations (for example,
insider trading laws). There are no special rights with
regard to control attached to securities; no agreements
between holders of securities regarding their transfer
known to the Company; and no agreements to which the
Company is a party that might change or fall away on a
change of control or trigger any compensatory payments
for Directors, following a successful takeover bid.
Annual General Meeting
The Company intends to hold the next AGM on 19June
2025, and all shareholders are invited to attend. The
details of the business to be put to the meeting, as
well as information on how to register, will be included
in the Notice of AGM which this year will be sent to
shareholders separately, and will also be available on
the Company’s website. The Board is of the opinion
that the passing of all resolutions being put to the
AGM would be in the best interests of the Company
and its shareholders. The Directors recommend that
shareholders vote in favour of all resolutions which will
be set out in the Notice of Meeting, as they intend to do
in respect of their own shareholdings.
Independent Auditor
Following an evaluation of the auditor, the Board
proposes that BDO LLP be reappointed as independent
auditor to the Company at the upcoming AGM.
Accordingly resolutions will be proposed at the upcoming
AGM for the reappointment of BDO LLP and to authorise
the Directors to agree the independent auditor’s
remuneration. Further details regarding the audit
assessment can be found in the Audit Committee report
on page 45.
Substantial Shareholdings
31 January
2025
As at the date
of this report
No of
ordinary
share held
% of
shares
in issue
No of
ordinary
shares held
% of
shares
in issue
Hargreaves
Lansdown
(Nominees)
Limited 6,890,438 4.7% 7,073,915 4.9%
37
Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
Amati AIM VCT plc
Annual Report & Financial Statements 2025
Election and re-election of Directors
In accordance with the AIC Code of Corporate
Governance, all Directors are proposed for re-election at
the upcoming AGM. Biographical details of all Directors
and their reasons for re-election are set out on page 34.
As announced on 28 February 2025, the Board intends
to appoint Neeta Patel CBE as a new independent, non-
executive director of the Company. Consequently she will
be proposed for election at the upcoming AGM.
Going Concern
In accordance with FRC Guidance for Directors on going
concern and liquidity risk the Directors have made an
assessment of the Company’s ability to continue as a
going concern and are satisfied that the Company has
adequate resources to continue in operational existence
for a period of 12 months from the date these financial
statements were approved.
In making this assessment, the Directors took into
account the nature of the Company’s business and
Investment Policy, its risk management policies, the
diversification of its portfolio, the cash holdings and the
liquidity of investments.
The Company’s business activities, together with
the factors likely to affect its future development,
performance and position including the financial risks
the Company is exposed to are set out in the Strategic
Report on pages 4 to 33. The Directors have considered
in particular the ongoing desultory performance of the
UK economy, its battle for growth, the disinterest in its
financial markets, particularly the Alternative Investment
Market, and geopolitical events ongoing in the world.
The longer term economic outlook is difficult to predict
but in considering preparing the accounts on a going
concern basis the Directors noted the Company holds a
portfolio of liquid investments and cash balances whose
value is a multiple of liabilities. The Directors are of the
view that the Company can meet its obligations as
and when they fall due. The cash available enables the
Company to meet any funding requirements and finance
future additional investments. The Company is a closed-
end fund, where assets are not required to be liquidated
to meet day-to-day redemptions. The Board has
reviewed stress testing and scenario analysis prepared
by the Investment Manager to assist it in assessing the
impact of changes in market value and income with
associated cash flows.
In making this assessment, the Investment Manager
has considered plausible downside scenarios. These
tests included the modelling of a reduction in income
of 50%, increase in costs of 50% and a reduction in
net asset value of 50%, any or all of which could apply
to any set of circumstances in which asset value and
income are significantly impaired. It was concluded that
in a plausible downside scenario, the Company could
continue to meet its liabilities.
Whilst the economic future is uncertain, and the Directors
believe that it is possible the Company could experience
further reductions in income and/or market value, the
opinion of the Directors is that this should not be to a
level which would threaten the Company’s ability to
continue as a going concern. The Investment Manager
and the Company’s third party service providers have
contingency plans to ensure the continued operation of
their business in the event of disruption.
The Board is satisfied that there has been no impact to
the services provided during the year and are confident
that this will continue. Furthermore, the Directors are
not aware of any material uncertainties that may cast
significant doubt on the Company’s ability to continue
as a going concern, having taken into account the
liquidity of the Company’s investment portfolio and the
Company’s financial position in respect of its cash flows,
borrowing facilities and investment commitments (of
which there are none of significance). Therefore, the
financial statements continue to be prepared on the
going concern basis.
Accountability and Audit
The independent auditor’s report is set out on pages 51
to 57 of this annual report. The Directors who were in
office on the date of approval of these Annual Report
and Financial Statements have confirmed that, as far as
they are aware, there is no relevant audit information (as
defined by Section 418(3) of the Companies Act 2006) of
which the auditor is unaware.
Each of the Directors has taken all the steps they ought
to have taken as Directors in order to make themselves
aware of any relevant audit information and to establish
that it has been communicated to the auditor.
38
Amati AIM VCT plc
Annual Report & Financial Statements 2025
UK Listing Rule Disclosure
The Company confirms that there are no items which
require disclosure in relation to UK Listing Rule 6.6.4 in
respect of the year ended 31 January 2025.
Financial Instruments
The Company’s financial instruments comprise equity
and fixed interest investments, cash balances and liquid
resources including debtors and creditors. Further details,
including details about risk management, are set out in
the Strategic Report and in notes 16 to 19 on pages 76
to 78.
Future Developments
Significant events which have occurred after the year end
are detailed in note 21 on page 79. Future developments
which could affect the Company, including details of the
intended change in Investment Manager and Investment
Policy, are discussed in the outlook sections of the
Chairman’s Statement. As disclosed on page 33, Neeta
Patel CBE will be appointed to the Board in due course
and further details on the timing of her appointment will
be disclosed to shareholders once finalised.
On behalf of the Board
Fiona Wollocombe
Chairman
15 April 2025
Directors’ Report (continued)
39
Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
Amati AIM VCT plc
Annual Report & Financial Statements 2025
Statement of Corporate Governance
The Board of Amati AIM VCT plc has considered the
Principles and Provisions of the AIC Code of Corporate
Governance published in February 2019 (“AIC Code”).
The AIC Code addresses the Principles and Provisions
set out in the UK Corporate Governance Code published
in July 2018 (the “UK Code”), as well as setting out
additional Provisions on issues that are of specific
relevance to the Company as a venture capital trust.
In August 2024, the Association of Investment
Companies (“AIC”) published the 2024 AIC Code aligning
with the 2024 UK Corporate Governance Code published
by the Financial Reporting Council (“FRC”) in January
2024. The 2024 AIC Code applies to accounting periods
beginning on or after 1 January 2025, with the exception
of Provision 34 relating to risk management and internal
controls, which will apply on or after 1 January 2026.
The Board is already in the planning stages of ensuring
compliance by the given deadlines and will disclose their
compliance against the updated code in the next annual
report and accounts.
The Board considers that reporting against the Principles
and Provisions of the AIC Code, which has been
endorsed by the Financial Reporting Council, provides
more relevant information to shareholders. Throughout
the year, the Company has complied with the Principles
and Provisions of the AIC Code, except as set out below:
• Provision 14: the Board has determined that the
size of the Board does not warrant the appointment
of a senior independent director. In the absence of
a senior independent director, the remaining two
directors discuss and assess the performance of the
Chairman annually as part of the board evaluation
process.
• Provision 17: given the size of the Board, the Directors
feel it is unnecessarily burdensome to set up a
separate management engagement committee,
and the Remuneration Committee (comprising all
Directors) therefore reviews the performance of the
Manager, as well as other service providers, annually.
The AIC Code is available on the AIC website
(www.theaic.co.uk). It includes an explanation of how
the AIC Code adapts the Principles and Provisions set
out in the UK Code to make them relevant for investment
companies. The UK Code is available from the Financial
Reporting Council’s website at www.frc.org.uk. For the
reasons set out in the AIC Code, the Board considers
that the provisions relating to the role of chief executive,
executive directors’ remuneration, employees and the
need for an internal audit function are not relevant to the
position of the Company, due to the size and specialised
nature of the Company, the fact that all Directors are
independent and non-executive, and the costs involved.
Board of Directors
The Company has a Board of three Directors, all of whom
are considered independent non-executive directors
under the AIC Code. As all Directors have acted in the
interests of the Company throughout the period of their
appointment and demonstrated commitment to their
roles, the Board recommends they be re-elected at the
upcoming Annual General Meeting (“AGM”).
Julia Henderson, who has served on the Board since
2018, has announced her intention to retire from the
Board. In addition, it has been announced that Neeta
Patel CBE will be joining the Board. Further details on the
timing of Julia’s resignation and Neeta’s appointment will
be announced in due course.
The Company may by ordinary resolution appoint any
person who is willing to act as a Director, either to fill a
vacancy or as an additional Director. No Director has a
service contract with the Company. All of the Directors
have been provided with letters of appointment, which
are available for inspection by shareholders immediately
before and after the Company’s AGM.
Directors are provided with key information on the
Company’s activities including regulatory and statutory
requirements and internal controls by the Manager. The
Manager, in the absence of explicit instructions from the
Board, is empowered to exercise discretion in the use
of the Company’s voting rights. All shareholdings are
voted, where practical, in accordance with the Manager’s
own corporate governance policy, which is to seek to
maximise shareholder value by constructive use of votes
at company meetings and by endeavouring to use its
influence as an investor with a principled approach to
corporate governance.
The AIC Code states that the Board should have a
formal schedule of matters specifically reserved to it for
decision, to ensure that it has firm direction and control
of the Company. This is achieved by an investment
management agreement between the Company and
the Manager, which sets out the matters over which the
Manager has authority and the limits above which Board
approval must be sought. All other matters including
strategy, investment and dividend policies, gearing and
corporate governance proceedings are reserved for the
approval of the Board of Directors. During the year, the
Board reviewed and approved the schedule of matters
reserved for the Board.
40
Amati AIM VCT plc
Annual Report & Financial Statements 2025
Statement of Corporate Governance (continued)
All of the Directors are equally responsible for the proper
conduct of the Company’s affairs. In addition, the Directors
are responsible for ensuring that the policies and operations
are in the best interests of all the Company’s shareholders
and that the best interests of creditors and suppliers to
the Company are properly considered. The Chairman and
the Company Secretary establish the agenda for each
Board meeting. The necessary papers for each meeting are
distributed well in advance of each meeting ensuring all
Directors receive accurate, timely and clear information.
The Directors communicate regularly with each other,
and with the Manager, on ongoing business between
Board meetings.
Independence of Directors and Tenure
The Board regularly reviews the independence of each
Director and of the Board as a whole in accordance with
the guidelines in the AIC Code, and during the reporting
period, reviewed and approved the Board Tenure Policy.
Directors’ interests are noted at the start of each Board
meeting and any Director would not participate in the
discussion concerning any investment or any decision
in which he or she had an interest. The Board does
not consider that length of service will necessarily
compromise the independence or effectiveness of
Directors and that such experience can be of significant
benefit to the Company and its shareholders; it is
important that the Board is able to effectively maintain
its long-term perspective, supported by a long corporate
memory, as well as the regular challenge provided by
fresh thinking. As a result, no limit has been placed
on the overall length of service, although the Board
does bear in mind the nine year provision relating to
independence and length of service included in the AIC
Code when considering Board succession. The Board
believes that each Director has demonstrated that they
are independent in character and judgment and there are
no relationships or circumstances which could affect their
objectivity.
Board Performance
The Board carries out a performance evaluation of
the Board, committees and individual Directors each
year. Since the Company is outside of the FTSE 350,
under the AIC Code it is not required to undertake an
externally facilitated board evaluation, although an
external evaluation was undertaken in 2021. In 2024, the
evaluation was undertaken by the Company Secretary in
the format of a board evaluation questionnaire covering
a range of topics. Key outcomes of the evaluation were:
• that the balance of skills remains appropriate, and all
Directors continue to contribute fully to discussion in
an open, constructive and objective way.
• the composition of the Board and its committees is
considered appropriate for the effective governance
of the Company. The biographies of the Directors,
set out on page 34, demonstrate the wide range of
investment, commercial and professional experience
and diversity of experience and background that they
contribute.
• each of the board committees continue to perform
effectively.
• the discussion at Board meetings is considered to be
of a good quality.
• succession planning has continued to be a focus for
the Board. The Nomination Committee has carefully
considered the size of the Board and agreed that
whilst the Strategic Review was ongoing, it would
not be appropriate to make changes to the Board.
Following the completion of the Strategic Review
in December 2024, Julia Henderson, who has
served on the Board since 2018, has announced
her intention to retire from the Board. In addition, it
has been announced that Neeta Patel CBE will be
joining the Board. Further details on the timing of
Julia’s resignation and Neeta’s appointment will be
announced in due course.
• the performance of the Manager and future strategic
options available to the Company were highlighted
as an area of concern in the evaluation, the outcome
of which has been addressed through the Strategic
Review.
Board Committees
The Board has established three committees
to assist with its operations, namely the Audit
Committee, the Remuneration Committee and the
Nomination Committee. Each of the committees’
delegated responsibilities are clearly defined in
formal terms of reference which are available on
request from the Company Secretary and can
be found on the Company’s website, currently:
https://www.amatiglobal.com/funds/amati-aim-vct-plc/.
Audit Committee
The Report of the Audit Committee is included on pages
43 to 45 and forms part of this statement.
Remuneration Committee
The Directors’ Remuneration Report can be found on
pages 46 to 49 of this report.
41
Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
Amati AIM VCT plc
Annual Report & Financial Statements 2025
Nomination Committee
The Nomination Committee, chaired by Julia Henderson,
comprises the full Board. Given the small size of the Board,
this is felt to be appropriate as permitted by the AIC Code.
It meets at least once annually to make recommendations
to the Board on board structure, size and composition
(including the knowledge, experience, skills and diversity of
the Board). The Committee considers succession planning
at each meeting, particularly in relation to the positions
of the Chairman and the chair of the Audit Committee. In
considering appointments to the Board, the Nomination
Committee takes into account the ongoing requirements
of the Company and the need to have a balance of skills
and experience within the Board.
As disclosed above, Julia Henderson will retire from the
Board during 2025. In addition, it has been announced
that Neeta Patel CBE will be joining the Board and
shareholders will be notified of the effective date in due
course.
Diversity
The Board has considered the recommendations of the
AIC Code on Corporate Governance concerning gender
diversity and welcomes initiatives aimed at increasing
diversity generally. The Board is clear that maintaining
an appropriate balance around the board table through
a diverse mix of skills, experience, knowledge, length
of service and background is of paramount importance
and gender diversity is a significant element of this. Any
search for new board candidates is conducted, and
appointments made, on merit, against objective selection
criteria having due regard, among other things, to the
benefits of diversity on the board. The Board therefore
continues to consider that it would be inappropriate to
set a target and will always appoint the best person
for the job based on merit, and will not discriminate on
the grounds of gender, race, ethnicity, religion, sexual
orientation, age, physical ability or social background.
In accordance with UKLR 6.6.6(10), the following table
summarises the gender and ethnicity of our current
Board as at 31 January 2025. We are fully compliant
with the requirements that at least 40% of individuals
on the board are women and that at least one of the
senior board positions is held by a woman. However, we
do not currently comply with the requirement that one
Director should be from an ethnic minority background.
This is something the Board will be mindful of in any
futurerecruitment.
Gender identity or sex
Number of
Board members
Percentage of
theBoard
Number of senior
positions on
theBoard
(SID and chair)
Men 1 33.3% –
Women 2 66.7% 1
Other – – –
Not specified/
prefer not to say – – –
Ethnic background
Number of
Board members
Percentage of
theBoard
Number of senior
positions on
theBoard
(SID and chair)
White British
or other White
(including minority
white groups) 3 100% –
Mixed/ Multiple
Ethnic Groups – – –
Asian/Asian British – – –
Black/African/
Caribbean/Black
British – – –
Not specified/
prefer not to say – – –
The information presented in these tables was collected
on a self-reporting basis.
42
Amati AIM VCT plc
Annual Report & Financial Statements 2025
Board and Committee Meetings
The following table sets out the Directors’ attendance at scheduled Board and committee meetings held during the
year ended 31 January 2025.
Board meetings
Audit
committee
meetings
Remuneration
committee
meetings
Nomination
committee
meetings
Director held attended held attended held attended held attended
Julia Henderson 4 4 3 3 1 1 1 1
Brian Scouler 4 4 3 3 1 1 1 1
Fiona Wollocombe 4 4 3 3 1 1 1 1
The Board is in regular contact with the Manager
between Board meetings. In addition to the above
meetings, the Board met a number of times on an ad hoc
basis during the year to discuss various strategic matters
as they arose, including in relation to the Strategic
Review and the approval of the special dividends and
second interim dividend.
Internal Control
Details of the principal risks and internal controls
applied by the Board are set out on pages 24 to 27. The
disclosures on internal control and risk management
procedures in the Report of the Audit Committee on page
44 form part of this Corporate Governance Statement.
Relations with Shareholders
The Company welcomes the views of shareholders
and places great importance on communication with
its shareholders. Shareholders have the opportunity
to meet the Board at the AGM. All shareholders are
welcome to attend the meeting and to ask questions
of the Directors. The Board is also happy to respond
to any written queries made by shareholders during
the course of the year, that can be emailed to
AmatiAIMVCTChair@amatiglobal.com. Communications
from shareholders are recorded and reviewed by the
Board at every Board meeting to ensure that shareholder
enquiries are promptly and adequately resolved. Amati
also regularly engages with shareholders and updates
on shareholder communication are provided at every
Board meeting.
There was additional correspondence with shareholders
during the year by the Manager as part of the Strategic
Review, the results of which were shared in full with the
Board. The Chairman has also responded directly to a
number of shareholder enquiries received throughout the
year, and in particular in relation to the Strategic Review.
The Company also communicates with shareholders
through annual and half-yearly reports, which are
available on the Company’s website, currently:
www.amatiglobal.com.
The Directors consider 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 Company’s position and
performance, business model and strategy.
Share Capital and Companies Act Disclosures
Details of the Company’s share capital structure and
other Companies Act 2006 Disclosures and details of
substantial interests are set out on pages 36 and 37.
On behalf of the Board
Fiona Wollocombe
Chairman
15 April 2025
Statement of Corporate Governance (continued)
43
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Amati AIM VCT plc
Annual Report & Financial Statements 2025
Report of the Audit Committee
Composition of the Committee
All of the Directors serve on the Audit Committee and the
Board is satisfied that their combined financial, investment
and business experience, notably in the venture capital
trust sector, contributes to the Committee’s effective
functioning. Brian Scouler, a chartered accountant, chairs
the audit committee. His recent financial, audit and sector
experience stands him in good stead in this role. Given the
size of the Board, and Fiona Wollocombe’s experience, the
Board continues to consider it appropriate for her to sit on
the Audit Committee as permitted by the AIC Code.
Role of the Committee
During the year ended 31 January 2025, the audit
committee met three times. Its work consisted of:
• reviewing all financial statements released by the
Company (including the annual and half-year report);
• reviewing the Company’s accounting policies,
including the Financial Position and Prospects
Procedures and Non-audit services Policy;
• monitoring the effectiveness of the system of internal
controls and risk management, including a detailed
review of the Company’s risk register;
• receiving bi-annual compliance reports from the
manager;
• approving the independent auditor’s plan and fees;
• receiving a report from the independent auditor
following their detailed audit work, and discussing
key issues arising from that work; and
• reviewing its own terms of reference in accordance
with the AIC Code.
Significant Issues considered by the Committee
duringthe year
The Directors carried out a robust assessment of the
principal risks facing the Company and concluded that
the key areas of risk which threaten the business model,
future performance, solvency or liquidity of the Company
are:
Key risk area Conclusion
Compliance with HM Revenue &
Customs to maintain the Company’s
VCT status
The Manager confirmed to the audit committee that the conditions for
maintaining the Company’s status had been complied with throughout
the year. The Company’s VCT status is also reviewed by the Company’s
tax adviser, Philip Hare & Associates, as described on page 32.
Valuation of investments The Manager confirmed to the audit committee that the basis of
valuation for quoted and unquoted companies was consistent with
the prior year and in accordance with published industry guidelines.
The valuation of quoted companies on AIM or those with a full listing
is generally based on bid prices, and for investments traded on SETS
(London Stock Exchange’s electronic trading services) is based on
the last traded price. The valuation of unquoted companies takes
account of the latest available information about investee companies
and current market data. A comprehensive report on the valuation
of unquoted investments is presented and discussed at every Board
meeting; Directors are also consulted about material changes to those
valuations between Board meetings.
As part of the strategic review, the Directors considered portfolio
concentration risks and possible mitigations including portfolio
diversification strategies.
Market decline sparked by national or
global events
Black swan events such as wars cannot be predicted but can have
an effect on markets. The Manager’s approach to dealing with any
market adjustment is to be as diversified as possible so as to not overly
suffer from a decline in a particular sector. As the sector graph on page
20 shows, the VCT’s investments are spread across eleven sectors.
The audit committee is satisfied that the Manager considers risk
appropriately in its investment decision making process.
44
Amati AIM VCT plc
Annual Report & Financial Statements 2025
Report of the Audit Committee (continued)
These matters are monitored regularly by the Manager
and are reviewed by the Board at every Board meeting.
They were also discussed with the Manager and the
auditor at the audit committee meeting held to discuss
the annual financial statements.
The Manager and auditor confirmed to the audit
committee that they were not aware of any material
unadjusted misstatements. Having reviewed the reports
received from the Manager, the audit committee is
satisfied that the key areas of risk and judgement have
been properly addressed in the financial statements and
that the significant assumptions used in determining
the value of assets and liabilities have been properly
appraised and are sufficiently robust.
Internal Control
The Board acknowledges that it is responsible for the
Company’s internal control systems and for reviewing
their effectiveness. In accordance with the AIC Code and
the Guidance on Risk Management, Internal Control and
Related Financial and Business Reporting published
by the Financial Reporting Council in 2014, the audit
committee has established an ongoing process for
identifying, evaluating and managing the significant risks
faced by the Company. Internal controls are designed to
manage the particular needs of the Company and the
risks to which it is exposed. The internal control systems
aim to ensure the maintenance of proper accounting
records, the reliability of the financial information upon
which business decisions are made and which is used
for publication, and that the assets of the Company
are safeguarded. By their nature, internal controls only
provide reasonable and not absolute assurance against
material misstatement or loss. The financial controls
operated by the Board include the authorisation of the
investment strategy and regular reviews of the results
and investment performance.
The Board has delegated contractually to third
parties, as set out on page 23, the management of the
investment portfolio, the custodial services, including the
safeguarding of the assets, the day-to-day accounting,
company secretarial and administration requirements
and registration services. Each of these contracts was
entered into after full and proper consideration by the
Board of the quality and cost of services offered. The
Board receives and considers regular reports from the
Manager. Ad hoc reports and information are supplied
to the Board as required. It remains the role of the
Board to keep under review the terms of the investment
management agreement with the Manager.
A bi-annual review of the control systems is carried out
which covers consideration of the key risks in three major
areas: corporate strategy and compliance with laws
and regulations; financial management and company
reporting and relationships with service providers. Each
risk is considered with regard to the controls exercised at
Board level, reporting by service providers and controls
relied upon by the Board. The company secretary reviews
the annual statutory accounts to ensure compliance
with the Companies Act and the AIC Code and the audit
committee reviews all financial information prior to its
publication. The principal features of the internal control
systems which the Company has in place in respect of
financial reporting include segregation of duties between
the review and approval of unquoted investment
valuations and the recording of these valuations in the
accounting records. Bank reconciliations, cash forecasts
and investment valuations are produced on a weekly
basis for review by the Manager. Quarterly management
accounts are produced for review and approval by the
Manager and the Board.
As an externally managed investment trust, the
Committee has decided that the systems and procedures
employed by the Manager and the Administrator,
including their risk management and internal audit
functions, provide assurance that a sound system
of internal control, which safeguards shareholders’
investments and the Company’s assets, is maintained.
Reports on internal controls from both the Custodian and
the Administrator, which are reported on by independent
external accountants, are received and reviewed
annually. An internal audit function, specific to the
Company, is therefore considered unnecessary.
Non-Audit Services
The audit committee regards the continued
independence of the auditor to be a matter of the
highest priority. The Company’s policy with regard to the
provision of non-audit services by the external auditor
ensures that no engagement will be permitted if:
• the provision of the services would contravene any
regulation or ethical standard;
• the auditor is not considered to be an expert provider
of the non-audit services;
• the provision of such services by the auditor creates
a conflict of interest for either the Board or the
Manager; and
• the services are considered to be likely to inhibit the
auditor’s independence or objectivity as auditor.
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Annual Report & Financial Statements 2025
As the Company is a Public Interest Entity listed on the
London Stock Exchange, with effect from 1 April 2017,
under EU legislation, a cap on the level of fees incurred
for permissible non-audit services now applies and
should not exceed 70% of the average audit fee for the
previous three years.
No non-audit services were provided to the Company by
BDO LLP in the year under review (2024: nil).
Auditor Assessment and Independence
The audit committee has managed the relationship with
the independent auditor and assessed the effectiveness
of the audit process. When assessing the effectiveness
of the process for the year under review, the Committee
considered the auditor’s technical knowledge and that
it has a clear understanding of the business of the
Company; that the audit team is appropriately resourced;
that the auditor provided a clear explanation of the scope
and strategy of the audit and that the auditor maintained
independence and objectivity. As part of the review of
auditor effectiveness and independence, BDO LLP has
confirmed that it is independent of the Company and has
complied with applicable auditing standards.
BDO’s fee in respect of the audit for the year ended
31 January 2025 is £50,000 (2024: £48,000).
Following professional guidelines, the audit partner
rotates after five years. As the year ended 31 January
2025 is Peter Smith’s fifth year as audit partner, audit
partner rotation will occur ahead of the next audit.
Under mandatory rotation rules, the Company is required
to put the external audit out to tender at least every ten
years. A tender and evaluation process was undertaken
in April 2021 and the decision was made for the audit
to remain with BDO LLP. The Committee expects to
repeat a tender process no later than 2030, with a new
auditor to be appointed in respect of the audit for the
year ending 31 January 2031, in line with the current
auditregulations.
The Committee has recommended to the Board that,
subject to shareholder approval at the upcoming AGM,
BDO LLP be re-appointed as the External Auditor of the
Company for the forthcomingyear.
By order of the Board
Brian Scouler
Chairman of the Audit Committee
15 April 2025
46
Amati AIM VCT plc
Annual Report & Financial Statements 2025
Directors’ Remuneration Report
Introduction
This report has been prepared in accordance with
the requirements of the Companies Act 2006 and
The Large and Medium-sized Companies and Groups
(Accounts and Reports) (Amendment) Regulations 2013
(the “Regulations”). The Directors’ Annual Report on
remuneration will be put to members at the upcoming AGM.
The Company’s auditor, BDO LLP, is required to give its
opinion on certain information included in this report. The
disclosures which have been audited are indicated as
such. The auditor’s opinion on these and other matters is
included in the Independent Auditor’s Report on pages
51 to 57.
The Remuneration Committee, chaired by Julia Henderson,
comprises the full Board. Given the small size of the
Board, this is felt to be appropriate as permitted by
the AIC Code. Details of Committee meetings and
attendance can be found on page 42.
Annual Statement from the Chairman of the
Committee
Directors’ fees are reviewed annually and are set by the
Board to attract individuals with the appropriate range
of skills and experience. In determining the level of fees,
their duties and responsibilities are considered, together
with the level of time commitment required in preparing
for and attending meetings. The aggregate remuneration
which may be paid to all Directors shall not exceed
£150,000 per annum. The remit of the remuneration
committee is to discuss fees payable to advisers (other
than the Company’s auditor), the terms of appointment
and remuneration of the Directors and make
recommendations accordingly to the Board. The Board,
on the recommendation of the remuneration committee,
agreed to increase annual fees during the year under
review, with effect from 1 May 2024, in line with the
Consumer Prices Index including owner occupiers’
housing costs (“CPIH”), as the Directors felt this indicator
represented a more comprehensive measure of inflation.
The remuneration committee receives a report on peer
group remuneration annually and benchmarks the
remuneration of the Directors against this report.
Directors’ Remuneration Policy
In accordance with the requirements of Schedule 8 of
the Large and Medium sized Companies and Groups
(Accounts and Reports) Regulations 2008, as amended
(the Regulations), an ordinary resolution to approve
the Directors’ Remuneration Policy was approved at
the Company’s AGM in 2024. It is proposed that the
approved policy remains in force until the AGM in 2027,
at which time a further resolution will be proposed.
The approved policy is available for inspection by
shareholders in the annual report for the year ended
31 January 2024 Annual Report on the Company’s
website, currently: www.amatiglobal.com/wp-content/
uploads/2024/04/Amati-AIM-VCT-Annual-Report.pdf
Directors’ Annual Report on Remuneration
Terms of appointment
No Director has a contract of service with the Company.
All of the Directors have been provided with letters of
appointment which include details of fees payable.
The letters of appointment provide that Directors are
subject to re-election by shareholders at the first annual
general meeting after their appointment. In accordance
with corporate governance best practice, the Board
has resolved that all Directors will stand for annual
re-election. Their re-election is subject to shareholder
approval. The letters of appointment are available for
inspection on request from the company secretary. There
is no period of notice to be given to terminate the letters
of appointment and no provision for compensation upon
early termination of appointment.
47
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Annual Report & Financial Statements 2025
The following table shows, for each Director, the original appointment date and the annual general meeting at which
they may stand for re-election:
Director
Date of original
appointment
Due date
for re-election
Julia Henderson 4 May 2018 2025 AGM
Brian Scouler 4 May 2018 2025 AGM
Fiona Wollocombe 10 June 2021 2025 AGM
Directors’ fees for the year (Audited)
The fees payable to individual Directors in respect of the year ended 31 January 2025 are shown in the table below:
Year ended 31 January 2025
(audited)
Fees
£
Taxable
benefits
†
£
Total
£
Total
fixed
remuneration
£
Total
variable
remuneration
£
Julia Henderson 27,556 820 28,376 27,556 –
Brian Scouler 29,761 166 29,927 29,761 –
Fiona Wollocombe 31,965 – 31,965 31,965 –
89,282 986 90,268 89,282 –
Year ended 31 January 2024
(audited)
Fees
£
Taxable
benefits
†
£
Total
£
Total
fixed
remuneration
£
Total
variable
remuneration
£
Julia Henderson 26,462 525 26,987 26,462 –
Brian Scouler 28,579 – 28,579 28,579 –
Fiona Wollocombe 30,697 – 30,697 30,697 –
85,738 525 86,263 85,738 –
† Reimbursement of travel expenses
Directors are remunerated exclusively by fixed fees and do not receive bonuses, share options, long-term incentives,
pension or other benefits. There have been no payments to past Directors during the financial year ended 31 January
2025, whether for loss of office or otherwise.
48
Amati AIM VCT plc
Annual Report & Financial Statements 2025
Directors’ Remuneration Report (continued)
Annual percentage change in remuneration of Directors
Directors’ pay has increased over the last five years, as set out in the table below:
2025
£
2024
£
2023
£
2022
£
2021
£
2020
£
2024-
2025
%
2023-
2024
%
2022-
2023
%
2021-
2022
%
2020-
2021
%
Peter
Lawrence** – – 10,130 25,378 24,960 24,651 n/a n/a n/a 1.67 1.26
Julia
Henderson 27,556 26,462 24,500 22,905 22,575 22,295 4.13 8.01 6.96 1.46 1.26
Susannah
Nicklin*** – – 15,333 22,905 22,575 22,295 n/a n/a n/a 1.46 1.26
Brian
Scouler 29,761 28,579 26,000 22,905 22,575 22,295 4.14 9.92 13.51 1.46 1.26
Fiona
Wollocombe* 31,965 30,697 27,019 23,000 – – 4.13 13.61 17.47 n/a n/a
* appointed on 10 June 2021 therefore fee for 2022 is calculated on a pro-rata basis in order to provide a meaningful percentage change.
** resigned on 16 June 2022
*** resigned on 19 September 2022
The Company does not have any employees and therefore no comparisons are given in respect of employees’
payincreases.
Statement of implementation of Remuneration Policy in respect of the financial year ending 31 January 2025
The Committee will, as usual, review Directors’ fees during 2025, taking account of the time required to be committed
to the business of the Company, CPIH increases and benchmarking information for its peer group, and will consider
whether any changes to remuneration are required.
Relative importance of spend on pay
The table below shows the remuneration paid to Directors and shareholder distributions in the year to 31 January
2025 and the prior year:
2025
£
2024
£
Percentage
increase/
(decrease)
Total dividend paid to shareholders 24,482,938 12,803,519 91.2%
Total repurchase of own shares 4,093,354 2,881,901 42.0%
Total Directors’ fees 89,282 85,738 4.1%
Directors’ shareholdings (Audited)
The Directors who held office at 31 January 2025 and their interests in the shares of the Company (including beneficial
and family interests) were:
Year ended 31 January 2025 Year ended 31 January 2024
Shares held
% of issued
shares capital Shares held
% of issued
shares capital
Julia Henderson 22,376 0.02 22,376 0.01
Brian Scouler 69,341 0.05 69,341 0.05
Fiona Wollocombe 19,763 0.01 19,763 0.01
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Annual Report & Financial Statements 2025
The Company confirms that it has not set out any formal requirements or guidelines for a Director to own shares in the
Company. There have been no changes to the Directors’ holdings between the year end and the date of this report.
Company Performance
The Board is responsible for the Company’s investment strategy and performance, although the management of the
Company’s investment portfolio is delegated to the Manager through the investment management agreement. The
graph below compares the Company’s share price with dividends added back at the ex-dividend date to the Deutsche
Numis Alternative Markets Total Return Index for the period from the launch of the Company. This index was chosen
for comparison purposes, as it is the benchmark used for investment performance measurement purposes.
185
165
145
125
105
85
65
45
25
01/01/01
01/01/02
01/01/03
01/01/04
01/01/05
01/01/06
01/01/07
01/01/08
01/01/09
01/01/10
01/01/11
01/01/12
01/01/13
01/01/14
01/01/15
01/01/16
01/01/17
01/01/18
01/01/19
01/01/20
01/01/21
01/01/22
01/01/23
01/01/25
01/01/24
Amati AIM VCT share price
with dividends added back at
ex-dividend date (rebased to 100)
Deutsche Numis Alternative
Markets Total Return Index
(rebased to 100)
Shareholder Voting
At the AGM held on 13 June 2024, 92.54% of shareholders voted for, 7.46% voted against and 500,445 shares were
withheld in respect of the resolution approving the Directors’ Remuneration Report and 92.10% of shareholders voted
for the Remuneration Policy with 7.90% voting against and 529,949 shares withheld.
On behalf of the Board
Julia Henderson
Chairman of the Remuneration Committee
15 April 2025
50
Amati AIM VCT plc
Annual Report & Financial Statements 2025
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the annual
report and the financial statements in accordance with
UK Financial Reporting Standards and applicable law
and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the
Directors are required to prepare the company’s financial
statements and have elected to prepare the company
financial statements in accordance with UK Financial
Reporting Standards. 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 Financial Reporting Standards,
subject to any material departures disclosed and
explained in the financial statements;
• prepare the financial statements on the going
concern basis unless it is inappropriate to presume
that the group and the company will continue in
business;
• prepare a directors’ report, a strategic report and
directors’ remuneration report which comply with the
requirements of the Companies Act 2006.
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 provide the
information necessary for shareholders to assess the
group’s 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 DTR4
The Directors confirm to the best of their knowledge:
• The financial statements have been prepared in
accordance with the applicable set of accounting
standards, give a true and fair view of the assets,
liabilities, financial position and profit and loss of the
company.
• The annual report includes a fair review of the
development and performance of the business and
the financial position of the company, together with
a description of the principal risks and uncertainties
that it faces.
On behalf of the Board
Fiona Wollocombe
Chairman
15 April 2025
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Annual Report & Financial Statements 2025
Opinion on the financial statements
In our opinion the financial statements:
• give a true and fair view of the state of the
Company’s affairs as at 31 January 2025 and of its
loss for the year then ended;
• have been properly prepared in accordance with
United Kingdom Generally Accepted Accounting
Practice;
• have been prepared in accordance with the
requirements of the Companies Act 2006.
We have audited the financial statements of Amati AIM
VCT Plc (the ‘Company’) for the year ended 31January
2025 which comprise the Income Statement, the
Statement of Changes in Equity, the Balance Sheet,
the Statement of Cash Flows and notes to the financial
statements, including a summary of significant accounting
policies. The financial reporting framework that has
been applied in their preparation is applicable law
and United Kingdom Accounting Standards, including
Financial Reporting Standard 102 The Financial Reporting
Standard applicable in the UK and Republic of Ireland
(United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the
audit of the financial statements section of our report.
We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for
our opinion. Our audit opinion is consistent with the
additional report to the audit committee.
Independence
Following the conclusion of a formal tender process in
2021, we were re-appointed by the shareholders at
the AGM on 9 June 2021, subsequent to our original
appointment by shareholders at the AGM on 14 June
2011 to audit the financial statements for the year ended
31 January 2011 and subsequent financial periods.
The period of total uninterrupted engagement including
retenders and reappointments is 15 years, covering
the years ended 31 January 2011 to 31 January 2025.
We remain independent of the Company in accordance
with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including
the FRC’s Ethical Standard as applied to listed public
interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
The non-audit services prohibited by that standard were
not provided to the Company.
Conclusions relating to going concern
In auditing the financial statements, we have concluded
that the Directors’ use of the going concern basis of
accounting in the preparation of the financial statements
is appropriate. Our evaluation of the Directors’
assessment of the Company’s ability to continue to adopt
the going concern basis of accounting included:
• Obtaining the company’s compliance reports
prepared by management’s expert during the year
and as at year end and reviewing the calculations
therein to check that the Company was meeting its
requirements to retain VCT status;
• Consideration of the Company’s expected future
compliance with VCT legislation, the absence of
bank debt, contingencies and commitments and any
market or reputational risks;
• Reviewing the forecasted cash flows that support the
Directors’ assessment of going concern, challenging
assumptions and judgements made in the forecasts,
and assessing them for reasonableness. In particular,
we considered the available cash resources relative
to the forecast expenditure which was assessed
against the prior year for reasonableness; and
• Evaluating the Directors’ method of assessing the
going concern in light of market volatility and the
present uncertainties in economic recovery created
by macro-economic factors.
Based on the work we have performed, we have not
identified any material uncertainties relating to events
or conditions that, individually or collectively, may cast
significant doubt on the Company’s ability to continue as a
going concern for a period of at least twelve months from
when the financial statements are authorised for issue.
In relation to the Company’s reporting on how it has
applied the UK Corporate Governance Code, we have
nothing material to add or draw attention to in relation to
the Directors’ statement in the financial statements about
whether the Directors considered it appropriate to adopt
the going concern basis of accounting.
Our responsibilities and the responsibilities of the
Directors with respect to going concern are described in
the relevant sections of this report.
Overview
2025 2024
Key audit matters
Valuation and ownership of
investments
Materiality
Company financial statements as a whole
£1,120,000 (2024: £1,430,000) based on 1% (2024:
1%) of Net assets
Independent Auditor’s Report
to the Members of Amati AIM VCT plc
52
Amati AIM VCT plc
Annual Report & Financial Statements 2025
Independent Auditor’s Report (continued)
An overview of the scope of our audit
Our audit was scoped by obtaining an understanding
of the Company and its environment, including the
Company’s system of internal control, and assessing
the risks of material misstatement in the financial
statements. We also addressed the risk of management
override of internal controls, including assessing whether
there was evidence of bias by the Directors that may
have represented a risk of material misstatement.
Key audit matters
Key audit matters are those matters that, in our
professional judgement, were of most significance
in our audit of the financial statements of the current
period and include the most significant assessed risks of
material misstatement (whether or not due to fraud) that
we identified, including those which had the greatest
effect on: the overall audit strategy, the allocation of
resources in the audit, and directing the efforts of the
engagement team. These matters were addressed in
the context of our audit of the financial statements as a
whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
Key audit matter How the scope of our audit addressed the key auditmatter
Valuation and
ownership of
investments
(Note 1, 8, 14
and15)
We considered the
valuation and ownership of
investments to be the most
significant audit area as
investments represent the
most significant balance in
the financial statements and
underpin the principal activity
of the entity.
Incorrect bid prices could
be used in the valuation of
quoted investments.
Incorrect assumptions could
be used in the valuation of
unquoted investments.
Investments could be
included in the valuation
where the Company does
not have title to those
investments.
There is also an inherent risk
of management override
arising from the unquoted
investment valuations
being prepared by the
Investment Manager, who is
remunerated based on the
value of the net assets of the
VCT, as shown in note 3.
For these reasons we
considered the valuation and
ownership of investments to
be a key audit matter.
We responded to this matter by testing the valuation and
ownership of 100% of the portfolio of quoted investments. We
performed the following procedures:
In respect of quoted investment valuations (90% of the total
portfolio by value) we have:
• Confirmed the year end bid price was used by agreeing to
externally quoted prices.
• Obtained direct confirmation of ownership from the custodian
regarding all investments held at the balance sheet date.
• Recomputed the total valuation and compared it to the
valuations used by management.
• Considered whether there are any contra indicators, such as
liquidity considerations, to suggest bid price is not the most
appropriate indication of fair value by considering the realisation
period for individual holdings.
Our unquoted equity investments valuation testing was risk
based, having regard to the subjectivity of the inputs to the
valuations, the value of individual investments, the nature of the
investment and the extent of the fair value movement. In respect
of the sample of unquoted investment valuations (remaining 10%
of the total portfolio by value) we have:
• Considered whether the valuation methodology was
the most appropriate in the circumstances under the
International Private Equity and Venture Capital Valuation
(“IPEV”) Guidelines. Where there was a change in valuation
methodology from prior year, we assessed whether the
change was appropriate.
• Reviewed and challenged the assumptions and underlying
evidence supporting the year end valuations, to ensure that
they are in line with UK GAAP and the International Private
Equity Venture Capital Valuation (IPEVCV) Guidelines.
• Checked that the valuation was based on recent financial
information.
• Considered the change in market multiples and discount
applied from prior year and if they are supported by the
performance of the underlying investment.
• Re-performed the calculation of the investment.
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Annual Report & Financial Statements 2025
Key audit matter How the scope of our audit addressed the key audit matter
• Agreed and benchmarked key inputs and estimates to
independent information.
• Challenged the assumptions inherent in the valuation of
unquoted investments and assessed the impact of the
estimation uncertainty concerning these assumptions and the
disclosure of these uncertainties in the financial statements.
• Where a valuation has been performed by a third-party
management’s expert, we assessed the competence and
capabilities of that expert, the quality of their work and their
qualifications, as well as challenging the basis of inputs and
assumptions used by the expert.
• Where appropriate, we performed sensitivity analysis on the
valuation calculations where there was sufficient evidence to
suggest reasonable alternative inputs might exist.
Key observations
Based on the procedures performed we consider the valuation
and ownership of investments to be appropriate considering the
level of estimation uncertainty.
Our application of materiality
We apply the concept of materiality both in planning
and performing our audit, and in evaluating the
effect of misstatements. We consider materiality to
be the magnitude by which misstatements, including
omissions, could influence the economic decisions of
reasonable users that are taken on the basis of the
financialstatements.
In order to reduce to an appropriately low level the
probability that any misstatements exceed materiality,
we use a lower materiality level, performance materiality,
to determine the extent of testing needed. Importantly,
misstatements below these levels will not necessarily be
evaluated as immaterial as we also take account of the
nature of identified misstatements, and the particular
circumstances of their occurrence, when evaluating their
effect on the financial statements as a whole.
Based on our professional judgement, we determined
materiality for the financial statements as a whole and
performance materiality as follows:
Company financial statements
2025
£
2024
£
Materiality 1,120,000 1,430,000
Basis for determining materiality 1% of Net assets 1% of Net assets
Rationale for the benchmark
applied
The VCT’s portfolio is mainly
comprised of quoted investments,
which are considered low risk.
For a low-risk portfolio where
fair values are highly visible,
a base line percentage of 1%
invested assets would be typical
benchmark. We have applied
a percentage of 1% of net
assetvalue.
The VCT’s portfolio is mainly
comprised of quoted investments,
which are considered low risk.
For a low-risk portfolio where
fair values are highly visible,
a base line percentage of 1%
invested assets would be typical
benchmark. We have applied
a percentage of 1% of net
assetvalue.
54
Amati AIM VCT plc
Annual Report & Financial Statements 2025
Going concern and longer-term viability • The Directors’ statement with regards to the appropriateness of
adopting the going concern basis of accounting and any material
uncertainties identified set out on page 37; and
• The Directors’ explanation as to their assessment of the
Company’s prospects, the period this assessment covers and why
the period is appropriate set out on page 33.
Other Code provisions • Directors’ statement on fair, balanced and understandable set out
on page 50;
• Board’s confirmation that it has carried out a robust assessment
of the emerging and principal risks set out on page 43;
• The section of the annual report that describes the review of
effectiveness of risk management and internal control systems
set out on page 44; and
• The section describing the work of the audit committee set out on
page 43.
Company financial statements
2025
£
2024
£
Performance materiality 840,000 1,070,000
Basis for determining
performancemateriality
75% of materiality (approx.) 75% of materiality (approx.)
Rationale for the percentage
applied for performance
materiality
The level of performance
materiality applied was set after
having considered a number of
factors including the expected
total value of known and likely
misstatements and the level of
transactions in the year.
The level of performance
materiality applied was set after
having considered a number of
factors including the expected
total value of known and likely
misstatements and the level of
transactions in the year.
Reporting threshold
We agreed with the Audit Committee that we would
report to them all individual audit differences in excess
of £56,000 (2024: £70,000). We also agreed to report
differences below this threshold that, in our view,
warranted reporting on qualitative grounds.
Other information
The directors are responsible for the other information.
The other information comprises the information included
in the annual report other than the financial statements
and our auditor’s report thereon. Our opinion on the
financial statements does not cover the other information
and, except to the extent otherwise explicitly stated in
our report, we do not express any form of assurance
conclusion thereon. Our responsibility is to read the
other information and, in doing so, consider whether
the other information is materially inconsistent with the
financial statements, or our knowledge obtained in the
course of the audit, or otherwise appears to be materially
misstated. If we identify such material inconsistencies
or apparent material misstatements, we are required
to determine whether this gives rise to a material
misstatement in the financial statements themselves. If,
based on the work we have performed, we conclude that
there is a material misstatement of this other information,
we are required to report that fact.
We have nothing to report in this regard.
Corporate governance statement
The UK Listing Rules require us to review the Directors’
statement in relation to going concern, longer-term
viability and that part of the Corporate Governance
Statement relating to the Company’s compliance with
the provisions of the UK Corporate Governance Code
specified for our review.
Based on the work undertaken as part of our audit, we
have concluded that each of the following elements
of the Corporate Governance Statement is materially
consistent with the financial statements, or our
knowledge obtained during the audit.
Independent Auditor’s Report (continued)
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Annual Report & Financial Statements 2025
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the audit, we are required
by the Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below:
Strategic report and Directors’ report In our opinion, based on the work undertaken in the course of the
audit:
• the information given in the Strategic report and the Directors’
report for the financial year for which the financial statements are
prepared is consistent with the financial statements; and
• the Strategic report and the Directors’ report have been prepared
in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company
and its environment obtained in the course of the audit, we have
not identified material misstatements in the strategic report or the
Directors’ report.
Directors’ remuneration In our opinion, the part of the Directors’ remuneration report to
be audited has been properly prepared in accordance with the
Companies Act 2006.
Matters on which we are required to
report by exception
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
• adequate accounting records have not been kept, or returns
adequate for our audit have not been received from branches not
visited by us; or
• the financial statements and the part of the Directors’
remuneration report to be audited are not in agreement with the
accounting records and returns; or
• certain disclosures of Directors’ remuneration specified by law are
not made; or
• we have not received all the information and explanations we
require for our audit.
Responsibilities of Directors
As explained more fully in the Statement of Directors’
responsibilities, the Directors are responsible for the
preparation of the financial statements and for being
satisfied that they give a true and fair view, and for such
internal control as the Directors determine is necessary
to enable the preparation of financial statements that are
free from material misstatement, whether due to fraud
orerror.
In preparing the financial statements, the Directors
are responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going
concern basis of accounting unless the Directors either
intend to liquidate the Company or to cease operations,
or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the
financialstatements
Our objectives are to obtain reasonable assurance
about whether the financial statements as a whole
are free from material misstatement, whether due to
fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an
audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate,
they could reasonably be expected to influence the
economic decisions of users taken on the basis of these
financial statements.
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Extent to which the audit was capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of
non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect
of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities,
including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
• Our understanding of the Company and the industry
in which it operates;
• Discussion with the Investment Manager, the
Administrator and those charged with governance
and the Audit Committee;
• Obtaining and understanding of the Company’s
policies and procedures regarding compliance with
laws and regulations; and
we considered the significant laws and regulations to be
the Companies Act 2006, the FCA listing and Disclosure
Guidance and Transparency Rules ( DTR ), the principles
of the UK Corporate Governance Code, industry practice
represented by the Statement of Recommended Practice:
Financial Statements of Investment Trust Companies
and Venture Capital Trusts (“the SORP”) and updated in
2022 with consequential amendments and the applicable
financial reporting framework. We also considered the
Company’s qualification as a VCT under UK tax legislation.
Our procedures in respect of the above included:
• Agreement of the financial statement disclosures to
underlying supporting documentation;
• Enquiries of the Investment Manager, the
Administrator and those charged with governance
relating to the existence of any non-compliance with
laws and regulations;
• Obtaining the VCT compliance reports prepared by
management’s expert during the year and as at year
end and reviewing their calculations to check that the
Company was meeting its requirements to retain VCT
status; and
• Reviewing minutes of meeting of those charged with
governance throughout the period for instances of
non-compliance with laws and regulations.
Fraud
We assessed the susceptibility of the financial statement
to material misstatement including fraud.
Our risk assessment procedures included:
• Enquiry with the Investment Manager, the
Administrator and those charged with governance
and the Audit Committee regarding any known or
suspected instances of fraud;
• Obtaining an understanding of the VCT’s policies and
procedures relating to:
– Detecting and responding to the risks of fraud;
and
– Internal controls established to mitigate risks
related to fraud.
• Review of minutes of meeting of those charged with
governance for any known or suspected instances of
fraud; and
• Discussion amongst the engagement team as to
how and where fraud might occur in the financial
statements.
Based on our risk assessment, we considered the areas
most susceptible to fraud to be the valuation of unquoted
investments and management override of controls.
Our procedures in respect of the above included:
• In addressing the risk over the valuation of unquoted
investments, the procedures set out in the Key
Audit Matters section in our report in respect of the
valuation of unquoted investments were performed;
• In addressing the risk of management override of
control, we:
– Tested journals posted in the preparation of the
financial statements which met a defined risk
criteria by agreeing to supporting documentation
and evaluating whether there was evidence
of bias by the Investment Manager and the
Administrator that represented a risk of material
misstatements due to fraud;
– Incorporated unpredictability into our testing by
selecting a sample of immaterial expenses that
would not otherwise have been selected for
testing;
– Reviewed the significant judgements made in the
unlisted investment valuations and considering
whether the valuation methodology is the most
appropriate;
– Considered any indicators of bias in our audit as
a whole; and
– Performed a review of unadjusted audit
differences, if any, for indications of bias or
deliberate misstatement.
Independent Auditor’s Report (continued)
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Annual Report & Financial Statements 2025
We also communicated relevant identified laws and
regulations and potential fraud risks to all engagement
team members who were all deemed to have
appropriate competence and capabilities and remained
alert to any indications of fraud or non-compliance with
laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks
of material misstatement in the financial statements,
recognising that the risk of not detecting a material
misstatement due to fraud is higher than the risk of
not detecting one resulting from error, as fraud may
involve deliberate concealment by, for example, forgery,
misrepresentations or through collusion. There are
inherent limitations in the audit procedures performed
and the further removed non-compliance with laws and
regulations is from the events and transactions reflected
in the financial statements, the less likely we are to
become aware of it.
A further description of our responsibilities is available
on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This description
forms part of our auditor’s report.
Use of our report
This report is made solely to the Company’s members,
as a body, in accordance with Chapter 3 of Part 16
of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the Company’s
members those matters we are required to state to
them in an auditor’s report and for no other purpose. To
the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Company
and the Company’s members as a body, for our audit
work, for this report, or for the opinions we have formed.
Peter Smith (Senior Statutory Auditor)
For and on behalf of BDO LLP,
Statutory Auditor
London, UK
15 April 2025
BDO LLP is a limited liability partnership registered in
England and Wales (with registered number OC305127).
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Independent Auditor’s Report (continued)
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Annual Report & Financial Statements 2025
Income Statement
for the year ended 31 January 2025
Notes
2025
Revenue
£’000
2025
Capital
£’000
2025
Total
£’000
2024
Revenue
£’000
2024
Capital
£’000
2024
Total
£’000
Loss on investments 8 – (2,889) (2,889) – (44,781) (44,781)
Investment income 2 2,910 – 2,910 3,196 – 3,196
(Loss)/gain on current asset
investments – (162) (162) – 55 55
Foreign exchange losses – – – – (32) (32)
Management fee 3 (524) (1,570) (2,094) (676) (2,029) (2,705)
Other expenses 4 (693) (14) (707) (537) (13) (550)
Profit/(loss) on ordinary activities
before taxation 1,693 (4,635) (2,942) 1,983 (46,800) (44,817)
Taxation on ordinary activities 5 – – – – – –
Profit/(loss) and total
comprehensive income
attributable to shareholders 1,693 (4,635) (2,942) 1,983 (46,800) (44,817)
Basic and diluted earnings/(loss)
per ordinary share 7 1.14p (3.12)p (1.98)p 1.31p (31.02)p (29.71)p
The total column of this Income Statement represents the profit and loss account of the Company. The supplementary
revenue and capital columns have been prepared in accordance with The Association of Investment Companies’
Statement of Recommended Practice (‘AIC SORP’). There is no other comprehensive income other than the results for
the year discussed above. Accordingly a Statement of Total Comprehensive Income is not required.
All the items above derive from continuing operations of the Company.
The notes on pages 64 to 79 form part of these financial statements.
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Annual Report & Financial Statements 2025
Statement of Changes in Equity
for the year ended 31 January 2025
Non-distributable reserves
Share
capital
£’000
Share
premium
£’000
Merger
reserve
£’000
Capital
redemption
reserve
£’000
Capital
reserve
(non-
distributable)
£’000
Opening balance as at 1 February 2024 7,553 3,137 425 1,050 (24,643)
(Loss)/profit and total comprehensive
income for the year – – – – 3,392
Contributions by and distributions to shareholders:
Repurchase of shares (253) – – 253 –
Shares issued – – – – –
Costs of share issues – – – – –
Dividends paid – – – – –
Closing balance as at 31 January 2025 7,300 3,137 425 1,303 (21,251)
for the year ended 31 January 2024
Non-distributable reserves
Share
capital
£’000
Share
premium
£’000
Merger
reserve
£’000
Capital
redemption
reserve
£’000
Capital
reserve
(non-
distributable)
£’000
Opening balance as at 1 February 2023 7,578 940 425 908 12,918
(Loss)/profit and total comprehensive
income for the year – – – – (37,561)
Contributions by and distributions to shareholders:
Repurchase of shares (142) – – 142 –
Shares issued 117 2,251 – – –
Costs of share issues – (54) – – –
Dividends paid – – – – –
Closing balance as at 31 January 2024 7,553 3,137 425 1,050 (24,643)
The accompanying notes on pages 64 to 79 are an integral part of these financial statements.
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Annual Report & Financial Statements 2025
for the year ended 31 January 2025
Distributable reserves
Special
reserve
£’000
Capital
reserve
(distributable)
£’000
Revenue
reserve
£’000
Total
reserves
£’000
Opening balance as at 1 February 2024 161,685 (6,131) 2 143,078
(Loss)/profit and total comprehensive
income for the year – (8,027) 1,693 (2,942)
Contributions by and distributions to shareholders:
Repurchase of shares (4,115) – – (4,115)
Shares issued – – – –
Costs of share issues – – – –
Dividends paid (22,791) – (1,692) (24,483)
Closing balance as at 31 January 2025 134,779 (14,158) 3 111,538
for the year ended 31 January 2024
Distributable reserves
Special
reserve
£’000
Capital
reserve
(distributable)
£’000
Revenue
reserve
£’000
Total
reserves
£’000
Opening balance as at 1 February 2023 177,385 3,108 (1,981) 201,281
(Loss)/profit and total comprehensive
income for the year – (9,239) 1,983 (44,817)
Contributions by and distributions to shareholders:
Repurchase of shares (2,896) – – (2,896)
Shares issued – – – 2,368
Costs of share issues – – – (54)
Dividends paid (12,804) – – (12,804)
Closing balance as at 31 January 2024 161,685 (6,131) 2 143,078
The accompanying notes on pages 64 to 79 are an integral part of these financial statements.
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Annual Report & Financial Statements 2025
Balance Sheet
as at 31 January 2025
Notes
2025
£’000
2024
£’000
Fixed assets
Investments held at fair value 8 89,856 98,220
Current assets
Debtors 9 228 261
Money market funds 9 13,176 30,547
Cash at bank 10 8,963 15,003
22,367 45,811
Current liabilities
Creditors: amounts falling due within one year 11 (685) (953)
(685) (953)
Net current assets 21,682 44,858
Total assets less current liabilities 111,538 143,078
Capital and reserves
Called-up share capital* 12 7,300 7,553
Share premium account* 3,137 3,137
Merger reserve* 425 425
Capital redemption reserve* 1,303 1,050
Capital reserve (non distributable)* (21,251) (24,643)
Special reserve 134,779 161,685
Capital reserve (distributable) (14,158) (6,131)
Revenue reserve 3 2
Equity shareholders’ funds 111,538 143,078
Net asset value per share 13 76.4p 94.7p
* These reserves are not distributable.
The financial statements on pages 59 to 63 were approved and authorised for issue by the Board of Directors on
15 April 2025 and were signed on its behalf by
Fiona Wollocombe
Chairman
Company Number 04138683
The accompanying notes on pages 64 to 79 are an integral part of these financial statements.
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Annual Report & Financial Statements 2025
Statement of Cash Flows
for the year ended 31 January 2025
2025
£’000
2024
£’000
Cash flows from operating activities
Investment income received 2,118 2,204
Investment management fees paid (2,233) (2,957)
Transaction costs (14) (13)
Other operating costs (613) (559)
Net cash outflow from operating activities (742) (1,325)
Cash flows from investing activities
Purchase of investments (10,013) (13,276)
Sale of investments 15,708 12,887
Purchase of current assets (23,297) (69,952)
Disposal of current assets 41,132 40,229
Net cash (outflow)/inflow from investing activities 23,530 (30,112)
Net cash (outflow)/inflow before financing activities 22,788 (31,437)
Cash flows from financing activities
Issue costs (19) (35)
Share buy-backs (4,326) (2,684)
Equity dividends paid (24,483) (10,436)
Net cash (outflow)/inflow from financing activities (28,828) (13,155)
(Decrease)/increase in cash (6,040) (44,592)
Opening cash & cash equivalents 15,003 59,595
Closing cash & cash equivalents 8,963 15,003
Reconciliation of Loss on Ordinary Activities Before
Taxation to Net Cash Outflow from Operating Activities
Loss on ordinary activities before taxation (2,942) (44,817)
Loss on investments 2,889 44,781
Loss/(gain) on current assets 162 (55)
Foreign exchange loss on currency balances – 32
Less dividends reinvested (846) (1,059)
Decrease in creditors (37) (275)
Decrease in debtors 32 68
Net cash outflow from operating activities (742) (1,325)
The accompanying notes on pages 64 to 79 are an integral part of these financial statements.
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Annual Report & Financial Statements 2025
Notes to the Financial Statements
1 Accounting Policies
Basis of Accounting
The financial statements have been prepared under FRS 102 ‘The Financial Reporting Standard applicable in
the UK and Republic of Ireland’ and in accordance with the AIC SORP.
Basis of Preparation
The functional currency of the Company is Pounds Sterling because this is the currency of the primary economic
environment in which the Company operates. The financial statements are presented in Pounds Sterling rounded
to the nearest thousand, except where otherwise indicated.
Going Concern
The financial statements have been prepared on a going concern basis and on the basis that the Company
maintains its VCT Status.
The Directors have made an assessment of the Company’s ability to continue as a going concern and are satisfied
that the Company has adequate resources to continue in operational existence for a period of 12 months from the
date these financial statements were approved.
In making the assessment, the Directors of the Company have considered the likely impacts of international and
economic uncertainties on the Company, operations and the investment portfolio. The Directors also regularly
assess the resilience of key third-party service providers, most notably this will include the new Investment
Manager and Fund Administrator.
The Directors noted that the Company, with the current cash balance and holding a portfolio of liquid listed
investments, is able to meet the obligations of the Company as they fall due. The cash available enables the
Company to meet any funding requirements and finance future additional investments. The Company is a
closed-end fund, where assets are not required to be liquidated to meet day-to-day redemptions.
The Directors have reviewed stress testing and scenario analysis prepared by the Investment Manager to assist
them in assessing the impact of changes in market value and income with associated cash flows. In making this
assessment, the Investment Manager has considered plausible downside scenarios. These tests included the
modelling of a reduction in income of 50%, increase in costs of 50% and a reduction in net asset value of 50%, any
or all of which could apply to any set of circumstances in which asset value and income are significantly impaired.
It was concluded that in a plausible downside scenario, the Company could continue to meet its liabilities. Whilst
the economic future is uncertain, and the Directors believe that it is possible the Company could experience further
reductions in income and/or market value, the opinion of the Directors is that this should not be to a level which
would threaten the Company’s ability to continue as a going concern.
The Directors are not aware of any material uncertainties that may cast significant doubt on the Company’s ability
to continue as a going concern, having taken into account the liquidity of the Company’s investment portfolio and
the Company’s financial position in respect of its cash flows, borrowing facilities and investment commitments
(of which there are none of significance). Therefore, the financial statements have been prepared on the going
concern basis.
Segmental Reporting
The Directors are of the opinion that the Company is engaged in a single segment of business, being investment
business. The Company primarily invests in companies listed in the UK.
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Judgements and Key Sources of Estimation Uncertainty
The preparation of the Financial Statements requires management to make judgments, estimates and assumptions
that affect the application of policies and reported amounts in the financial statements. The estimates and associated
assumptions are based on historical experience and various other factors that are believed to be reasonable under
the circumstances, the results of which form the basis of making judgements about carrying values of assets
and liabilities and the allocation of income and expenses that are not apparent from other sources. The nature of
estimation means that the actual outcomes could differ from those estimates, possibly significantly.
The most critical estimates and judgments relate to the determination of carrying value of unquoted investments
at fair value through profit or loss. The policies for these are set out in the notes to the financial statements
below. The Company values unquoted investments by following the International Private Equity Venture Capital
Valuation (“IPEV”) guidelines. Further areas requiring judgement and estimation are recognising and classifying
unusual or special dividends received as either capital or revenue in nature. The estimates and underlying
assumptions are reviewed on an ongoing basis. There are no further significant judgements or estimates in these
financialstatements.
Income
Dividends receivable on quoted equity shares and money market funds are taken to revenue on an ex-dividend
basis except where, in the opinion of the Directors, their nature indicates they should be recognised in the Capital
Account. Where no ex-dividend date is quoted, dividends are brought into account when the Company’s right to
receive payment isestablished.
Fixed returns on non-equity shares and debt securities are recognised on a time apportionment basis, provided
there is no reasonable doubt that payment will be received in due course.
Interest receivable is included in the accounts on an accruals basis. Where interest is rolled up or payable on
redemption it is recognised as income unless there is reasonable doubt as to its receipt.
All other income is accounted for on a time-apportioned accrual basis and is recognised in the Income Statement.
Costs in relation to the purchase or sale of investments are recognised as a capital expense.
Expenses
All expenses are accounted for on an accruals basis. In respect of the analysis between revenue and capital items
presented within the income statement, all expenses have been prescribed as revenue items except as follows:
Expenses are split and presented partly as capital items where a connection with the maintenance or
enhancement of the value of the investments held can be demonstrated, and accordingly the investment
management fee is currently allocated 25% to revenue and 75% to capital, which reflects the Directors’ expected
long-term view of the nature of the investment returns of the Company.
Issue costs in respect of ordinary shares issued by the Company are deducted from the share premium account.
Transaction costs in relation to the purchase and sale of investments are allocated to capital.
Taxation
Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the
balance sheet date. Deferred tax assets are only recognised when they arise from timing differences where
recovery in the foreseeable future is regarded as more likely than not. Timing differences are differences arising
between the Company’s taxable profits and its results as stated in the financial statements which are capable of
reversal in one or more subsequent periods. Deferred tax is not discounted.
Current tax is expected tax payable on the taxable income for the year, using tax rates enacted or substantively
enacted at the balance sheet date and any adjustment to tax payable in respect of previous years. The tax effect
of different items of expenditure is allocated between revenue and capital on the same basis as a particular item
to which it relates, using the Company’s effective rate of tax, as applied to those items allocated to revenue, for the
accounting year.
No tax liability arises on gains from sales of fixed asset investments by the Company by virtue of its VCT status.
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Notes to the Financial Statements (continued)
1 Accounting Policies (continued)
Investments
In accordance with FRS 102, Sections 11 and 12, all investments held by the Company are designated as held at
fair value upon initial recognition and are measured at fair value through profit or loss in subsequent accounting
periods. Investments are initially recognised at cost, being the fair value of the consideration given. After initial
recognition, investments are measured at fair value, with changes in the fair value of investments recognised in the
Income Statement and allocated to capital. Realised gains and losses on investments sold are calculated as the
difference between sales proceeds and cost. Transaction costs in relation to the purchase or sale of investments
have been recognised as a capital expense.
In respect of investments that are traded on AIM or are fully listed, these are valued at bid prices at close of
business on the Balance Sheet date. Investments traded on SETS (London Stock Exchange’s electronic trading
service) are valued at the last traded price as this is considered to be a more accurate indication of fair value.
Fair values for unquoted investments, or for investments for which the market is inactive, are established by using
various valuation techniques in accordance with IPEV guidelines. These are constantly monitored for value and
impairment. The fair values are approved by the Board. The shares may be valued by using the most appropriate
methodology recommended by the IPEV guidelines, including revenue multiples, net assets, discounted cashflows
and industry valuation benchmarks.
Convertible loan stock instruments are valued by determining the present value of future payments, discounted at a
market interest rate for a similar loan. This method considers the specific details of each debt, including the coupon
rate, time to expected repayment, changes in credit risk, and other market conditions. The option is valued using the
Black-Scholes model.
The valuation of the Company’s investment in WS Amati UK Listed Smaller Companies Fund is based on the
published share price. The valuation is provided by the Authorised Corporate Director of the fund, Waystone Fund
Managers Limited.
Foreign Currency
Foreign currency assets and liabilities are translated into sterling at the exchange rates ruling at the balance sheet
date. Transactions during the year are converted into sterling at the rates ruling at the time the transactions are
executed. Any gain or loss arising from a change in exchange rate subsequent to the date of the transaction is
included as an exchange gain or loss in the capital reserve or the revenue account depending on whether the gain
or loss is of a capital or revenue nature.
Financial Instruments
The Company classifies financial instruments, or their component parts, on initial recognition as a financial asset,
a financial liability or an equity instrument in accordance with the substance of the contractual arrangement.
Financial instruments are recognised on trade date when the Company becomes a party to the contractual
provisions of the instrument. All financial instruments are designated upon initial recognition as held at fair value
through profit or loss, and are measured at subsequent reporting dates at fair value, with changes in the fair value
recognised in the Income Statement and allocated to capital.
Financial instruments are derecognised on the trade date when the Company is no longer a party to the
contractual provisions of the instrument.
Cash at Bank
For the purposes of the Balance Sheet, cash comprises cash at bank and demand deposits.
Demand deposits are short term deposits with deposit taking banks readily realisable at the Company’s discretion.
For the purposes of the Statement of Cash Flows, cash consists of cash at bank and demand deposits as defined
above, net of outstanding bank overdrafts when applicable.
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Annual Report & Financial Statements 2025
Current Asset Investments
Current asset investments comprise investments in money market funds and are designated as Fair Value through
Profit or Loss. Gains and losses arising from changes in fair value of current investments are recognised as part of
the capital return within the income statement and allocated to the capital reserve.
The current asset investments are readily convertible into cash at the choice of the Company within seven days.
The money market funds are used to enhance returns on surplus cash awaiting investment. These are actively
managed and the performance evaluated by the Investment Manager.
Debtors
Trade receivables, prepayments and other debtors are measured at amortised cost or estimated fair value, with
balances revalued for exchange rate movements. Any losses arising from impairment are recognised in the income
statement in other operating expenses upon notification.
Creditors
Trade payables and accruals are measured at amortised cost and revalued for exchange rate movements.
Dividends Payable
Final dividends are included in the financial statements when they are approved by shareholders. Interim dividends
payable are included in the financial statements on the date on which they are paid.
Share Premium
The share premium account is a non-distributable reserve which represents the accumulated premium paid on the
issue of shares in previous periods over the nominal value, net of any expenses.
Merger Reserve
The merger reserve is a non-distributable reserve which originally represented the share premium on shares
issued when the Company merged with Singer & Friedlander AIM VCT and Singer & Friedlander AIM 2 VCT
in February 2006. The merger reserve is released to the realised capital reserve as the assets acquired as a
consequence of the merger are subsequently disposed of or permanently impaired. There have been no disposals
of these assets during the year.
Capital Redemption Reserve
The capital redemption reserve represents non-distributable reserves that arise from the purchase and
cancellation of shares.
Special Reserve
The special reserve was created by the cancellation of the share premium account by order of the Court and forms
part of the distributable reserves. Distributions may be restricted as determined in accordance with the Companies
Act 2006 and HMRC rules specific to venture capital trusts. The following items are taken to this reserve:
• costs of share buybacks; and
• dividends payable to shareholders.
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Capital Reserve
The following are taken to the capital reserve through the capital column in the Income Statement:
Capital reserve – other, forming part of the distributable reserves:
• gains and losses on the disposal of investments and current assets;
• realised exchange gains and losses of a capital nature;
• expenses allocated to this reserve in accordance with the above policies; and
• capital expenses.
Capital Reserve – investment holding gains, not distributable:
• increase and decrease in the value of investments and current assets held at the year end; and
• unrealised exchange gains or losses of a capital nature.
Revenue Reserve
The revenue reserve represents accumulated profits and losses and any surplus profit is distributable by way of
dividends.
2 Income
Year to
31 January
2025
£’000
Year to
31 January
2024
£’000
Dividends from UK companies 819 835
Dividends from money market funds 1,293 1,372
UK loan stock interest 376 253
Interest from deposits 422 736
2,910 3,196
3 Management Fees
The Manager provides investment management and fund accounting and administration services to the
Company under an Investment Management Agreement (“IMA”) and a Fund Administration, Secretarial and Fund
Accounting Agreement (“FASSFAA”). Details of these agreements are given on page 23.
Under the IMA the Manager receives an investment management fee of 1.75% of the net asset value of the
Company quarterly in arrears.
The Company received a rebate of its management fee for the investment in the WS Amati UK Listed Smaller
Companies Fund.
Notes to the Financial Statements (continued)
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The investment management fee for the year was as follows:
Year to
31 January
2025
£’000
Year to
31 January
2024
£’000
Due to the Manager by the Company at 1 February 605 857
Investment management fee charged to revenue and capital for the year 2,094 2,705
Fees paid to the Manager during the year (2,233) (2,957)
Due to the Manager by the Company at 31 January 466 605
In addition to the investment management fee the Manager also received a fund accounting and administration
fee of £82,000 (2024: £78,000) paid quarterly in arrears. See note 4.
No performance fee is payable in respect of the year ended 31 January 2025, as the Manager has waived all
performance fees from 31 July 2014 onwards.
Annual running costs are capped at 3.5% of the Company’s net assets. If the annual running costs of the Company
in any year are greater than 3.5% of the Company’s average net assets over the period, the excess is met by the
Manager by way of a reduction in future management fees. The annual running costs include the Directors’ and
Manager’s fees, professional fees and the costs incurred by the Company in the ordinary course of its business
(but excluding any commissions paid by the Company in relation to any offers for subscription, any performance
fee payable to the Manager, irrecoverable VAT and exceptional costs, including winding-up costs). Annual running
costs as a percentage of net assets are 2.0%.
There was no excess of expenses for the year ended 31 January 2025 nor for the prior year.
4 Other Expenses
Year to
31 January
2025
£’000
Year to
31 January
2024
£’000
Income:
Directors’ remuneration 89 86
Directors’ employer’s national insurance 9 3
Directors’ expenses 3 1
Auditor’s remuneration – audit of statutory financial statements 50 50
Administration fee 82 78
Company secretarial services 56 55
Other expenses 404 264
Total income expenses 693 537
Capital:
Transaction costs on investment transactions charged to capital 14 13
Total 707 550
The Company has no employees. The Directors are therefore the only key management personnel.
Details of Directors’ remuneration are provided in the audited section of the directors’ remuneration report on
page47.
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5 Tax on Ordinary Activities
5a Analysis of charge for the year
Year to
31 January
2025
£’000
Year to
31 January
2024
£’000
Charge for the year – –
5b Factors affecting the tax charge for the year
Year to
31 January
2025
£’000
Year to
31 January
2024
£’000
Loss on ordinary activities before taxation (2,942) (44,817)
Corporation tax at standard rate of 25.00% (2024: 24.03%) (736) (10,770)
Effect of:
Non-taxable dividends (205) (201)
Non-taxable losses on investments 722 10,748
Movement in excess management expenses 215 212
Non-deductible expenses 4 11
Tax charge for the year (note 5a) – –
Due to the Company’s tax status as an approved Venture Capital Trust, deferred tax has not been provided on any
capital gains arising on the disposal or valuation of investments as such gains are not taxable. We remain of the view
that the provisions of CTA 2009 sections 396 and 641 apply to treat any gains/losses on loan instruments as taxable
under the chargeable gains provisions in TCGA 1992 and further exempt the VCT from tax under the provisions in
s100.
No deferred tax asset has been recognised on surplus management expenses carried forward as it is not envisaged
that future taxable profits will be available against which the Company can use the benefits. The amount of
unrecognised deferred tax asset is £7,252,000 (31 January 2024: £7,047,000) based on a corporate tax rate of 25%.
6 Dividends
Amounts recognised as distributions to equity holders during the year:
2025
Revenue
£’000
2025
Capital
£’000
2024
Revenue
£’000
2024
Capital
£’000
Special dividend for the year ended 31 January 2025
of 10.00p per ordinary share paid on 10 June 2024 – 14,918 – –
Interim dividend for the year ended 31 January 2025
of 2.50p per ordinary share paid on 25 October 2024 1,692 2,003 – –
Second interim dividend for the year ended 31 January 2025
of 1.50p per ordinary share paid on 17 January 2025 – 2,201 – –
Second special dividend for the year ended 31 January 2025
of 2.50p per ordinary share paid on 17 January 2025 – 3,669 – –
Final dividend for the year ended 31 January 2023 of
3.50p per ordinary share paid on 21 July 2023 – – – 5,275
Interim dividend for the year ended 31 January 2024 of
2.50p per ordinary share paid on 24 November 2023 – – – 3,761
Second interim dividend for the year ended 31 January 2024
of 2.50p per ordinary share paid on 12 January 2024 – – – 3,768
1,692 22,791 – 12,804
Notes to the Financial Statements (continued)
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Set out below are the interim and final dividends paid or proposed on ordinary shares in respect of the
financialyear:
2025
Revenue
£’000
2025
Capital
£’000
2024
Revenue
£’000
2024
Capital
£’000
Special dividend for the year ended 31 January 2025
of 10.00p per ordinary share (2024: 0.00p) – 14,918 – –
Interim dividend for the year ended 31 January 2025
of 2.50p per ordinary share (2024: 2.50p) 1,692 2,003 – 3,761
Second interim dividend for the year ended 31 January 2025
of 1.50p per ordinary share (2024: 2.50p) – 2,201 – 3,768
Second special dividend for the year ended 31 January 2025
of 2.50p per ordinary share (2024: 0.00p) – 3,669 – –
1,692 22,791 – 7,529
7 Earnings per Share
2025 2024
Net profit/
(loss)
£’000
Weighted
average
shares
Basic and
diluted
Earnings
per share
pence
Net profit/
(loss)
£’000
Weighted
average
shares
Basic and
diluted
Earnings
per share
pence
Revenue 1,693 – 1.14 1,983 – 1.31
Capital (4,635) – (3.12) (46,800) – (31.02)
Total (2,942) 148,415,333 (1.98) (44,817) 150,837,712 (29.71)
8 Investments
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Opening cost as at 1 February 2024 111,689 – 11,542 123,231
Opening investment holding losses (19,551) – (5,232) (24,783)
Opening unrealised loss recognised in realised reserve (228) – – (228)
Opening fair value as at 1 February 2024 91,910 – 6,310 98,220
Analysis of transactions during the year:
Purchases at cost* 7,531 – 2,702 10,233
Transfer to Level 3 (5,959) – 5,959 –
Disposals – proceeds received (15,151) – (557) (15,708)
– realised gain/(loss) on disposals 3,781 – (10,235) (6,454)
– unrealised gains/(losses) during the year (663) – 4,228 3,565
Closing fair value as at 31 January 2025 81,449 – 8,407 89,856
Closing cost as at 31 January 2025 101,891 – 9,411 111,302
Closing investment holding losses
as at 31 January 2025 (20,214) – (1,004) (21,218)
Closing unrealised loss recognised in realised
reserve at 31 January 2025 (228) – - (228)
Closing fair value as at 31 January 2025 81,449 – 8,407 89,856
Equity shares 81,449 – 3,900 85,349
Convertible loan notes – – 4,507 4,507
Closing fair value as at 31 January 2025 81,449 – 8,407 89,856
* Includes £10.0m invested in qualifying holdings.
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8 Investments (continued)
Holdings of ordinary shares in unquoted companies rank pari passu for voting purposes.
The Company received £15,708,000 (2024: £12,904,000) from the sale of investments in the year. The book cost
of these investments when they were purchased was £22,162,000 (2024: £21,831,000). These investments have
been revalued over time and until they were sold any unrealised gains/(losses) were included in the fair value of
the investments.
2025
£’000
2024
£’000
Realised gains/(losses) on disposal 2,676 (8,927)
Unrealised losses on investments during the year (5,565) (35,854)
Net losses on investments (2,889) (44,781)
Transaction Costs
During the year the Company incurred transaction costs of £nil (31 January 2024: £nil) on purchases and £14,000
(31 January 2024: £13,000) on disposal of investments. These amounts are included in capital expenses as
disclosed in the Income Statement.
9 Current assets: Debtors and money market funds
2025
£’000
2024
£’000
Prepayments and accrued income 228 261
Money market funds 13,176 30,547
13,404 30,808
10 Cash at bank
2025
£’000
2024
£’000
Cash at bank 2,963 3,003
Cash on deposit 6,000 12,000
8,963 15,003
11 Creditors: Amounts Falling due within One Year
2025
£’000
2024
£’000
Payable for share buybacks – 212
Fundraising costs – 19
Accruals and other payables 685 722
685 953
The Company at 31 January 2025 had no commitments to invest in qualifying holdings (2024: £1,000,000).
12 Share Capital
Ordinary shares (5p shares)
2025
Number
2025
£’000*
2024
Number
2024
£’000*
Allotted, issued and fully paid at 1 February 151,069,824 7,553 151,548,993 7,578
Issued during the year – – 2,351,086 117
Repurchase of own shares for cancellation (5,060,044) (253) (2,830,255) (142)
At 31 January 146,009,780 7,300 151,069,824 7,553
* Nominal value
Notes to the Financial Statements (continued)
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During the year a total of 5,060,044 ordinary shares of 5p each were purchased by the Company at an average
price of 80.9p per share.
Further details of the Company’s share capital and associated rights are shown in the Directors’ Report on page 36.
13 Net Asset Value per Ordinary Share
2025 2024
Net
assets
£’000
Ordinary
shares
NAV
per share
pence
Net
assets
£’000
Ordinary
shares
NAV
per share
pence
Ordinary share 111,538 146,009,780 76.4 143,078 151,069,824 94.7
14 Significant Interests
The Company has the following significant interests (amounting to an investment of 3% or more of the equity
capital of an undertaking):
% held
Lifesafe Holdings plc 16.7
Northcoders Group plc 13.8
Xeros Technology Group plc 12.8
Feedback plc 11.4
Velocity Composites plc 10.5
Fadel Partners, Inc 10.3
Tan Delta Systems plc 9.9
Ixico plc 9.3
One Media iP Group plc 8.0
Aurrigo International plc 7.6
Cordel Group plc 7.6
Block Energy plc 7.0
Intelligent Ultrasound plc 6.7
Itaconix plc 5.8
Hardide plc 5.7
Zenova Group plc 5.5
Ensilica plc 5.1
Verici DX plc 5.0
Sosander plc 5.0
Fusion Antibodies plc 4.9
Water Intelligence plc 4.7
Windar Photonics plc 4.3
Kinovo plc 3.4
Getech Group plc 3.1
Eden Research plc 3.1
Strip Tinning Holdings plc 3.1
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15 Financial Instruments
The Company’s financial instruments comprise equity and fixed interest investments, cash balances and liquid
resources including debtors and creditors. The Company holds financial assets in accordance with its investment
policy to invest in qualifying investments predominantly in AIM traded companies, money market funds, or
companies to be traded on AIM.
Classification of financial instruments
The Company held the following categories of financial instruments at 31 January:
2025
£’000
2024
£’000
Assets at fair value through profit or loss:
Investments 89,856 98,220
Money market funds 13,176 30,547
Cash at bank and demand deposits 8,963 15,003
Creditors (amounts due within one year) measured at amortised cost:
Payable for share repurchases outstanding – (212)
Accrued expenses and other payables (685) (741)
Total for financial instruments 111,310 142,817
The investments are measured at fair value through profit or loss. The Company’s investing activities expose it
to various types of risk that are associated with the financial instruments and markets in which it invests. The
most important types of financial risk to which the Company is exposed are market risk, credit risk, currency and
liquidity risk. The nature and extent of the financial instruments outstanding at the balance sheet date and the risk
management policies employed by the Company are discussed below.
The Company measures fair values using the following fair value hierarchy into which the fair value measurements
are categorised. A fair value measurement is categorised in its entirety on the basis of the lowest level input that is
significant to the fair value measurement of the relevant asset as follows:
Level 1 – the unadjusted quoted price in an active market for identical assets or liabilities that the entity can access
at the measurement date.
Level 2 – inputs other than quoted prices included within Level 1 that are observable (i.e. developed using market
data) for the asset or liability, either directly or indirectly.
The Company’s level 2 assets are valued using models with significant observable market parameters.
Level 3 – inputs are unobservable (i.e. for which market data is unavailable) for the asset or liability.
Level 3 fair values are measured using a valuation technique that is based on data from an unobservable market.
Discussions are held with management, statutory accounts, management accounts and cashflow forecasts are
obtained, and fair value is based on multiples of revenue.
The table below sets out the fair value measurement of financial instruments as at the year end, by the level in the
fair value hierarchy into which the fair value measurement is categorised:
Notes to the Financial Statements (continued)
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Annual Report & Financial Statements 2025
Financial assets at fair value
Year ended 31 January 2025 Year ended 31 January 2024
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Equity shares 81,449 – 3,900 85,349 91,910 – 2,151 94,061
Convertible loan notes – – 4,507 4,507 – – 4,159 4,159
Money market funds 13,176 – – 13,176 30,547 – – 30,547
94,625 – 8,407 103,032 122,457 – 6,310 128,767
The fair value of investments are derived as follows:
For quoted securities this is the bid price or, in the case of SETS securities, the last traded price. The Company’s
Level 1 investments are AIM traded and fully listed companies. Investments in WS Amati UK Listed Smaller
Companies Fund are based on the published fund mid-price NAV.
Unquoted investments are valued by the Directors using rules consistent with IPEV guidelines. Where there is no
observable input the investments are designated as Level 3 and the fair values determined as follows:
Equity shares are valued by using revenue multiples, net assets, discounted cashflows and industry valuation
benchmarks. These multiples are derived from a basket of comparable quoted companies, with appropriate
discounts applied. These discounts are subjective, based on the Manager’s experience and assessment of
disclosures made by the underlying investee company.
Convertible Loan Notes (CLNs) are fair valued using the present value of future cashflows using appropriate
discount rates, benchmarking and assessing market transactions of similar CLNs. Further to this the fair value and
interest accrued of the CLNs will be referenced to the assessment of disclosures made by the underlying investee
company, (for example management accounts and forecasts), the terms of the agreement and referenced to the
underlying assets held by the investee company. The inputs and information utilised in determining the fair value
are subjective and based upon the Manager’s experience. The fair values are reviewed by the Directors using
rules consistent with IPEV guidelines. The details of the CLNs’ fair value and interest are noted in the Investment
Portfolio on pages 16 to 18.
Money market funds are fair valued at the latest published price.
Details of movements in Level 3 financial assets are set out below:
Level 3 financial assets at fair value
Year ended 31 January 2025 Year ended 31 January 2024
Equity
shares
£’000
Convertible
loan notes
£’000
Total
£’000
Equity
shares
£’000
Convertible
loan notes
£’000
Total
£’000
Opening balance at 1February 2,151 4,159 6,310 166 4,577 4,743
Transfer from/(to) Level 1 5,959 – 5,959 (4) – (4)
Purchases at cost 1,722 980 2,702 2,000 500 2,500
Disposal proceeds (10) (547) (557) – – –
Total net losses recognised in the income statement (5,922) (85) (6,007) (11) (918) (929)
Closing balance at 31 January 3,900 4,507 8,407 2,151 4,159 6,310
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16 Risks
The identified risks arising from the financial instruments are market risk (which comprises market price risk and
foreign currency risk), liquidity risk and credit and counterparty risk.
The Board and Investment Manager consider and review the risks inherent in managing the Company’s assets
which are detailed below.
17 Market Risk
Market risk arises from uncertainty about the future prices of financial instruments held in accordance with the
Company’s investment objectives. It represents the potential loss that the Company might suffer through holding
positions by the way of price movements, interest rate movements, exchange rate movements and systematic risk
(risk inherent to the market, reflecting economic and geopolitical factors).
The Company’s strategy on the management of market risk is driven by the Company’s investment objective as
outlined on page 21. The management of market risk is part of the investment management process. The Board
seeks to mitigate the internal risks by setting policy, regular reviews of performance, enforcement of contractual
obligations and monitoring progress and compliance with an awareness of the effects of adverse price movements
through detailed and continuing analysis, with an objective of maximising overall returns to shareholders.
Investments in unquoted stocks and AIM traded companies, by their nature, involve a higher degree of risk than
investments in the Main Market. Some of that risk can be mitigated by diversifying the portfolio across business
sectors and asset classes. The Company’s overall market positions are regularly monitored by the Board and at
quarterly Board meetings.
Market price risk
Market price risk arises from any fluctuations in the valuation of investments held by the Company. Adherence
to investment policies mitigates the risk of excessive exposure to any particular type of security or issuer. The
portfolio is managed with an awareness of the effects of adverse price movements through detailed and
continuing analysis with the objective of maximising overall returns to shareholders.
The assessment of market risk is based on the Company’s portfolio as held at the year end. The assessment uses
the AIM All-Share Index as a proxy for the AIM Qualifying Investments and quoted Non-Qualifying Investments
and illustrates, based on historical price movements, their potential change in value to the AIM All-Share Index.
The review has also examined the potential impact of a movement in the market on the CLN investments held by
the Company, whose values will vary according to the value of the underlying security into which the loan note
instrument has the option to convert.
Investments of £81,449,000 as at 31 January 2025 are traded (31 January 2024: £91,910,000). A 30% decrease
in stock prices as at 31 January 2025 would have decreased the net assets attributable to the Company’s
shareholders and increased the loss for the year by £24,435,000 (31 January 2024: £27,573,000); an equal
change in the opposite direction would have increased the net assets attributable to the Company’s shareholders
and reduced the loss for the year by an equal amount.
The money market funds as at 31 January 2025 £13,176,000 (31 January 2024: £30,547,000) are not subject to
significant market volatility through predominantly holding cash with regulated institutions.
As at 31 January 2025 8.2% (31 January 2024: 4.9%) of the Company’s investments are in unquoted companies
held at fair value. A change in market and company specific inputs that would result in a 30% decrease in the
fair value of unquoted investments at 31 January 2025 would have decreased the net assets attributable to
the Company’s shareholders and increased the loss for the year by £2,522,000 (31 January 2024: £1,893,000);
an equal change in the opposite direction would have increased the net assets attributable to the Company’s
shareholders and reduced the loss for the year by an equal amount.
Notes to the Financial Statements (continued)
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Currency risk
The Company’s performance is measured in sterling, a proportion of the Company’s assets may be either
denominated in other currencies or are in investments with currency exposure. Any income denominated in a foreign
currency is converted into sterling upon receipt. At the Balance Sheet date, the Company had no exposure to any
foreign currency (31 January 2024: £nil). The Company may have exposure through investee companies.
This exposure is representative at the Balance Sheet date and may not be representative of the year as a whole.
Interest Rate Risk
Interest rate movements may affect the level of income receivable on cash deposits, any fixed interest
securities and money market funds. The Company held seven fixed interest investments of £4,507,000 (2024:
£4,159,000), the weighted average interest of the convertible loan interest is 8.34% (2024: 6.08%). The details
of the convertible loan notes’ terms of agreement, fair value, interest chargeable and provisions are noted in the
Investment Portfolio on pages 16 to 18.
Changes in interest rates will impact the fair value of the convertible loan notes due to the changes in inputs
changing the present value of future payments and the benchmarking to similar convertible loan notes.
A change in market inputs, through changes in interest rates, that would result in a 1% decrease in the fair value
of convertible loan notes at 31 January 2025 would have decreased the net assets attributable to the Company’s
shareholders and increased the loss for the year by £45,000 (31 January 2024: £41,000); an equal change in the
opposite direction would have increased the net assets attributable to the Company’s shareholders and reduced
the loss for the year by an equal amount, if the level of holding was maintained for a year. The convertible loan
notes are fixed interest.
The Company held a cash balance at 31 January 2025 of £8,963,000 (2024: £15,003,000). If the level of cash was
maintained for a year, a 1% increase in interest rates would increase the revenue return and net assets by £89,000
(2024: £150,000). Management proactively manages cash balances. If there were a fall of 1% in interest rates, it
would potentially reduce revenue of the Company by £89,000 (2024: £150,000).
The Company held £13,176,000 at 31 January 2025 (2024: £30,547,000) in three money market funds. If the level
of holdings was maintained for a year, a rise in interest rates of 1% would increase revenue by £132,000 (2024:
£305,000) or a fall would reduce revenue by £132,000 (2024: £305,000).
18 Credit Risk
Credit risk is the risk that the counterparty to a financial instrument will fail to discharge an obligation or
commitment that it has entered into with the Company. The carrying amount of financial assets best represents
the maximum credit risk exposure at the balance sheet date. At 31 January 2025, the financial assets exposed
to credit risk, representing convertible loan stock instruments, amounts due from brokers, accrued income,
moneymarket funds and cash amounted to £26,874,000 (31 January 2024: £49,970,000).
Credit risk arising on transactions with brokers relates to transactions awaiting settlement. Risk relating to
unsettled transactions is considered to be small due to the short settlement period involved, the high credit quality
of the brokers used and the fact that almost all transactions are on a ‘delivery versus payment’ basis.
The Manager monitors the quality of service provided by the brokers used to further mitigate this risk. All the
assets of the Company which are tradeable on AIM are held by The Bank of New York Nominees, the Company’s
custodian. Bankruptcy or insolvency of the custodian may cause the Company’s rights with respect to securities
held by the custodian to be delayed or limited.
At 31 January 2025, cash is held at The Bank of New York Mellon (BNYM), in a deposit account at an A+ rated
bank, and in three money market funds for the purposes of diversification and risk management. Bankruptcy or
insolvency of the institutions may cause the Company’s rights with respect to the cash held by it to be delayed or
limited. Should the credit quality or the financial position of the institutions deteriorate significantly the Company
has the ability to move the cash at short notice. The Board monitors the credit worthiness of BNYM, currently rated
at Aa1 (Moody’s), and the banks in which deposits are held.
There were no significant concentrations of credit risk to counterparties at 31 January 2025 or 31 January 2024.
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19 Liquidity Risk
Liquidity risk is mitigated by the fact the Company has, at 31 January 2025, £22,139,000 (2024: £45,550,000)
in cash and money markets funds, with further readily realisable investments which can be sold to meet funding
commitments. The available cash enables the Company to meet any obligations of the Company as they fall due,
and finance future additional investments.
The holding of cash is diversified through the holding of a deposit with an A+ rated bank, and money market funds
that are readily convertible to known amounts of cash and subject to insignificant risk of changes in value.
The Company is a close-ended fund, assets do not need to be liquidated to meet redemptions, and sufficient
liquidity is maintained to meet obligations as they fall due.
The Company’s investments in unlisted equity investments, which are not traded on an organised public market
may be illiquid. As a result, the Company may not be able to quickly liquidate some of its investments in these
instruments at an amount close to their fair value, or to respond to specific events such as deterioration in the
creditworthiness of any particular issuer. The proportion of the portfolio invested in unlisted investments at
31 January 2025, £8,407,000 (2024: £6,310,000) is not considered significant given the amount of cash, money
market funds and readily realisable securities.
The Company’s liquidity is managed on an ongoing basis by the Manager in accordance with policies and
procedures in place as described in the Strategic Report on pages 4 to 33. The Company’s overall liquidity risks are
monitored on a quarterly basis by the Board.
The maturity profile of the financial liabilities, at 31 January 2025, of £685,000 (2024: £953,000) is that all are due
in one year or less.
20 Capital Management Policies and Procedures
The Company’s capital management objectives are:
• to ensure that it will be able to continue as a going concern;
• to satisfy the relevant HMRC requirements; and
• to maximise the income and capital return to its shareholders.
As a VCT, the Company must have, within 3 years of raising its capital, at least 80% by value of its investments
in VCT qualifying holdings, which are relatively high-risk UK smaller companies. In addition at least 30% of
new money raised during an accounting period must be invested in qualifying holdings within 12 months of the
end of the financial year in which the funds are raised. In satisfying these requirements, the Company’s capital
management scope is restricted. The Company does have the option of maintaining or adjusting its capital
structure by varying dividends, returning capital to shareholders, issuing new shares or selling assets to maintain
a certain level of liquidity. There has been no change in the objectives, policies or processes for managing capital
from the previous year.
The structure of the Company’s capital is described in note 12 and details of the Company’s reserves are shown in
the Statement of Changes in Equity on pages 60 and 61.
The Board, with the assistance of the Manager, monitors and reviews the broad structure of the Company’s capital
on an ongoing basis. This review includes:
• the need to buy back equity shares for cancellation, which takes account of the difference between the net
asset value per share and the share price (i.e. the premium or discount);
• the need for new issues of shares; and
• the extent to which revenue in excess of that which is to be distributed should be retained.
The Company is subject to externally imposed capital requirements:
a. as a public limited company, the Company is required to have a minimum share capital of £50,000; and
b. in accordance with the provisions of the Income Tax Act 2007, the Company as a Venture Capital Trust:
(i) is required to make a distribution each year such that it does not retain more than 15% of income from
shares and securities; and
(ii) is required to derive 70% of its income from shares and securities.
These requirements are unchanged since last year and the Company has complied with them at all times.
Notes to the Financial Statements (continued)
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Annual Report & Financial Statements 2025
21 Post Balance Sheet Events
The Board has announced a special dividend of 10 pence per share. Full details of the dividend are included in the
Chairman’s Statement on page 5.
The Company has agreed terms for the early termination of the appointment of the current investment manager
and entered into a new investment management agreement with Maven Capital Partners UK LLP. Further details
are set out in the Chairman’s Statement on page 5.
Since the year end, the Company has announced the proposed appointment of Neeta Patel CBE. Further details on
the timing of her appointment will be announced in due course.
The following transactions have taken place between 31 January 2025 and the date of this report: 1,623,155
shares bought back.
22 Related Parties
The Company retains Amati Global Investors as its Manager. Details of the agreement with the Manager are
set out on page 23. The number of ordinary shares in the Company (all of which are held beneficially) by certain
members of the management team are:
31 January
2025
shares held
31 January
2025
% shares held
31 January
2024
shares held
31 January
2024
% shares held
Paul Jourdan* 632,805 0.43% 632,805 0.42%
David Stevenson 26,753 0.02% 26,753 0.02%
* includes 26,931 shares held by a Person Closely Associated to Paul Jourdan
The remuneration of the Directors, who are key management personnel of the Company, is disclosed in the
Directors’ Remuneration Report on page 47, and in note 4 on page 69.
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Annual Report & Financial Statements 2025
Shareholder Information
Share Price
The Company’s shares are listed on the London Stock
Exchange. The bid price of the Company’s shares
can be found on the Company’s website, currently:
www.amatiglobal.com.
Net Asset Value per Share
The Company’s net asset value per share as at
31 January 2025 was 76.39p. The Company normally
announces its net asset value on a weekly basis. Net
asset value per share information can be found on the
Company’s website, currently: www.amatiglobal.com.
Dividends
As disclosed in the July 2022 interim report, the Company
has now moved to paying all cash dividends by bank
transfer rather than by cheque.
Shareholders are encouraged to complete a bank
mandate form by contacting The City Partnership on
01484 240910 or by email: registrars@city.uk.com
to allow payment of future dividends and/or previous
dividends outstanding.
Shareholders may also register their bank account
details themselves in the Amati Investor Hub at
https://amati-aim-vct.cityhub.uk.com
Dividend Re-Investment Scheme
The Dividend Re-Investment Scheme remains suspended
at present.
Financial Calendar
September 2025 Half-yearly Report for the
six months ending 31 July
2025 to be published
31 January 2026 Year-end
Annual General Meeting
The Annual General Meeting of the Company will be
held on Thursday 19 June 2025 at the Ironmongers’
Hall, Shaftesbury Place, Barbican, London EC2Y 8AA
starting at 12pm. The Notice of AGM will be posted to
shareholders separately in due course.
Table of Historic Returns from launch to 31 January 2025
attributable to shares issued by the original VCTs
which have made up Amati AIM VCT
Launch date Merger date
NAV Total
Return with
dividends
re-invested
NAV Total
Return with
dividends not
re-invested
Deutsche
NUMIS
Alternative
Markets
Total Return
Index
Singer & Friedlander AIM 3 VCT
('C' shares)
4 April 2005 8 December 2005 5.2% 4.1% -6.0%
Amati VCT plc 24 March 2005 4 May 2018 68.4% 52.1% -9.4%
Invesco Perpetual AIM VCT 30 July 2004 8 November 2011 -7.0% -17.7% 15.1%
Singer & Friedlander AIM 3 VCT* 29 January 2001 n/a -4.1% -5.0% -32.5%
Singer & Friedlander AIM 2 VCT 29 February 2000 22 February 2006 -26.6% -26.9% -65.6%
Singer & Friedlander AIM VCT 28 September 1998 22 February 2006 -49.9% -27.5% 4.8%
* Singer & Friedlander AIM 3 VCT changed its name to ViCTory VCT on 22 February 2006, to Amati VCT 2 on 9 November 2011 and to Amati AIM VCT plc on 4 May 2018.
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Annual Report & Financial Statements 2025
Alternative Performance Measures
An Alternative Performance Measure (“APM”) is a numerical measure of the Company’s current, historical or future
financial performance, financial position or cash flows, other than a financial measure defined or specified in the
applicable financial framework.
In selecting these Alternative Performance Measures, the Directors considered the key objectives and expectations of
typical investors in an investment trust such as the Company.
The Company uses the following Alternative Performance Measures:
Discount/Premium
The price of a share is derived from buyers and sellers agreeing a price at which to trade their shares. For Venture
Capital Trusts the company is the principal buyer of the shares of sellers via buybacks (see Capital Management
in note 20). The share price may not be identical to the NAV per share of the underlying assets less liabilities of the
Company. If the share price is lower than the NAV per share, the shares are trading at a discount. Shares trading at a
price above NAV per share are said to be at a premium.
Discount calculation 31 January 2025 31 January 2024
Closing NAV per share (p) 76.4 94.7 (a)
Closing share price (p) 71.5 88.5 (b)
Discount c = (((a-b)/a) * 100) 6.4% 6.6% (c)
Net Asset Value (“NAV”) per share
The NAV per share of the Company is the sum of the underlying assets less the liabilities of the Company divided by
the total number of shares in issue.
NAV calculation 31 January 2025 31 January 2024
Net assets (£’000) 111,538 143,078 (a)
Number of Ordinary shares in issue 146,009,780 151,069,824 (b)
NAV c = ((a/b) * 100) 76.4p 94.7p (c)
Ongoing charges ratio
All operating costs, of a capital or revenue nature, payable by the Company and expected to be regularly incurred.
These exclude the costs of acquisition or disposal of investments, financing charges, and gains or losses on
investments. They are the best estimate of future costs. The ongoing charges ratio is the annualised operating costs
divided by the average NAV over the period.
Ongoing charges calculation 31 January 2025 31 January 2024
Management fee (£’000) 2,094 2,705
Other administrative expenses (£’000)* 693 537
Less non-recurring expenses (£’000) (108) –
Total management fee and other administrative expenses (£’000) 2,679 3,242 (a)
Average net assets in the year (£) 128,404,905 164,764,687 (b)
Ongoing charges c = ((a/b) * 100) 2.1% 2.0% (c)
* Excluding transaction costs.
Running costs of 2.0% is calculated equivalent to ongoing charges with irrecoverable VAT of £63,000 (2024: £39,000)
excluded.
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Annual Report & Financial Statements 2025
Total Assets
Total assets include investments, cash, current assets (including money market funds and debtors) and all other
assets. An asset is an economic resource, being anything tangible or intangible that can be owned or controlled to
produce positive economic value. The total assets less all liabilities is equivalent to total shareholders’ funds.
Total Return
The return to shareholders calculated on a per share basis by adding dividends paid in the period to the increase or
decrease in the Share price or NAV per share in the period. The dividends are assumed to have been re-invested in
the form of shares or net assets respectively, on the date on which the shares were quoted ex-dividend and this is
accounted for in the “Compounding effect from re-investing dividends line”.
NAV total return calculation 31 January 2025 31 January 2024
Closing NAV per share (p) 76.4 94.7
Add back final dividend for the year ended 31 January 2024 (2023) (p) – 3.5
Add back first special dividend for the year ended 31 January 2025 (2024) (p) 10.0 –
Add back first interim dividend for the year ended 31 January 2025 (2024) (p) 2.5 2.5
Add back second interim dividend for the year ended 31 January 2025 (2024) (p) 1.5 2.5
Add back second special dividend for the year ended 31 January 2025 (2024) (p) 2.5 –
Compounding effect from re-investing dividends (p) (0.5) (0.4)
Re-stated closing NAV per share assuming dividends reinvested (p) 92.4 102.8 (a)
Opening NAV per share (p) 94.7 132.8 (b)
NAV total return c = (((a/b) * 100) - 100) (2.4%) (22.6%) (c)
Dividend Yield per share
The yield is the amount of dividends paid and declared to Shareholders in respect of the current year based on the
Net Asset Value at 31 January 2025.
Dividend yield calculation 31 January 2025
Dividends paid and declared in respect of the year per share 16.5p
Shares in issue at 31 January 2025 146,009,780
Total dividends paid and declared in respect of the year £24,483,000
Net Asset Value £111,538,000
Dividend yield 22.0%
Alternative Performance Measures (continued)
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Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
Amati AIM VCT plc
Annual Report & Financial Statements 2025
Notes
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Annual Report & Financial Statements 2025
Notes
Corporate Information
Directors
Fiona Wollocombe
Julia Henderson
Brian Scouler
all of:
8th Floor
100 Bishopsgate
London
United Kingdom
EC2N 4AG
Secretary
LDC Nominee Secretary Limited
8th Floor, 100 Bishopsgate
London
EC2N 4AG
Fund Manager
Amati Global Investors Limited
8 Coates Crescent
Edinburgh
EH3 7AL
VCT Status Adviser
Philip Hare & Associates LLP
6 Snow Hill
London
EC1A 2AY
Registrar
The City Partnership (UK) Limited
The Mending Rooms
Park Valley Mills
Meltham Road
Huddersfield
HD4 7BH
Auditor
BDO LLP
55 Baker Street
London
W1U 7EU
Solicitors
Dickson Minto W.S.
16 Charlotte Square
Edinburgh
EH2 4DF
Custodian
The Bank of New York Mellon SA/NV
London Branch
160 Queen Victoria Street
London
EC4V 4LA
Amati Global Investors Limited
8 Coates Crescent
Edinburgh
EH3 7AL
Amati Global Investors Limited
is authorised and regulated by
the Financial Conduct Authority