Unicorn AIM VCT PLC

Annual Report

For the year ended 30 September 2025

Financial Highlights

Fund Performance

Movements in Net Assets and Net Asset Value per Share

Key Performance Indicators

Strategic Update

Chair's Statement

Investment Manager’s Review

Top Ten Investments (by Value)

Investment Portfolio Summary

Unquoted Investments Summary

The Company and its Business Model

Investment Objective

Investment Policy

Key Policies

Section 172(1) Statement

Environmental, Social and Governance ("ESG") Report

Principal and Emerging Risks

The Regulatory Environment

Governance

Board of Directors

Investment Management Team

Directors’ Report

Directors’ Remuneration Report

Corporate Governance Statement

Audit Committee Report

Statement of Directors’ Responsibilities

Independent Auditor's Report

Independent Auditor’s Report

to the Members of Unicorn AIM VCT plc

Financial Statements

Income Statement

Statement of Financial Position

Statement of Changes in Equity

Statement of Cash Flows

Notes to the Financial Statements

Information

Shareholder Information

Glossary

Summary of VCT Regulations

Corporate Information

Notice of the Annual General Meeting

Contents

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Unicorn AIM VCT plc

Annual Report

2025

•

In addition to the 6.5 pence per share ordinary dividends, a special interim dividend of 6.0 pence per share was also

paid during the year.

•

Net Asset Value (“NAV”) per share for the ﬁnancial year ended 30 September 2025, aﬅer adding back dividends of

12.5 pence per share paid in the year, fell by 1.8%.

By comparison the FTSE AIM All-Share Total Return Index rose

by 7.9%.*

•

Oﬀer for Subscription raised £24.1 million (aﬅer costs).

•

Final dividend of 3.5 pence per share proposed for the ﬁnancial year ended 30 September 2025.

•

New Oﬀer for Subscription announced to raise up to £25.0 million.

* Alternative Performance measures as deﬁned in the Glossary on page 88.

Financial Highlights

for the year ended 30 September 2025

Ordinary Shares

Shareholders'

Funds*

(£m)

Net asset value

per share

(NAV)

(p)

10 year

cumulative

dividends†

paid per share

(p)

Net asset value

plus cumulative

dividends paid

per share

(p)

price

(p)

30 September 2025

194.4

90.3

124.2

214.5

76.5

31 March 2025

182.5

88.0

121.2

209.2

80.5

30 September 2024

199.4

104.7

111.7

216.4

93.5

31 March 2024

199.5

103.6

108.7

212.3

91.5

* Shareholders' funds/net assets as shown on the Statement of Financial Position on page 65.

† The Board has recommended a ﬁnal dividend of 3.5 pence per share bringing total dividends for the year to 6.5 pence per share. If the ﬁnal dividend is approved by

Shareholders, then these payments will bring total dividends paid in the last ten years from 30 September 2015 to 127.7 pence per share.

Fund Performance

Cash and other assets 0.4%

Other funds*** 7.7%

Fully Listed 10.9%

Unquoted 27.7%

AIM Traded 53.3%

1.5%

53.3%

9.4%

27.7%

7.7%

0.4%

Percentage of Assets Held as at 30 September 2025

The criteria required for a holding to be a qualifying holding are given on pages 88 and 89.

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



Qualifying**



Non-qualifying

Valuation based on fair value

Unicorn AIM VCT plc

Annual Report

2025

Movements in Net Assets and Net Asset Value per Share

for the year ended 30 September 2025

The charts below show the movements in net assets and NAV per share in the year.

Movement in net assets for the year ended 30 September 2025

Gains on

realisation of

investments

Movement in

investment

holding gains

Total

income

Total

expenses

£’000

buybacks

Share issues

(incl. DRIS)

Dividends

paid

Net assets at

30 September

2024

Net assets at

30 September

2025

Increase

Decrease

Total

175,000

200,000

250,000

150,000

225,000

1,603

(3,043)

2,970

(4,542)

(5,340)

199,422

194,361

27,724

(24,433)

Movement in net asset value per share for the year ended 30 September 2025

Gains on

realisation of

investments

Movement in

investment

holding gains

Total

income

Total

expenses

pence

Gain on

share buybacks

Dividends

paid

Net assets at

30 September

2024

Net assets at

30 September

2025

Increase

Decrease

Total

120

100

0.8

(2.2)

1.4

(2.2)

0.3

(12.5)

104.7

90.3

Unicorn AIM VCT plc

Annual Report

2025

The bar charts below display the key indicators that the Board uses as Alternative Performance Measures ("APMs") to measure the

Investment Manager’s performance, thereby helping Shareholders to assess how the Company is performing against its objective.

NAV per share, cumulative dividends paid & NAV total Shareholder return*

250

200

150

100

Pence per share

as at 30 September

Cumulative dividends paid

to previous year end

NAV per share

Dividends paid

during the year

300

10 year cumulative total

shareholder return totalled

58.9 pence

NAV per share decreased by

14.4 pence to 90.3 pence

during the year ended

30 September 2025

2021

2022

2023

2024

2025

248.6

134.8

122.6

104.7

90.3

35.0

41.5

87.0

93.5

111.7

6.5

45.5

†

6.5

18.2

‡

12.5

* The NAV total Shareholder return since 30 September 2015, when the NAV per share was 155.6 pence, has been 58.9 pence representing the cumulative dividends paid of

124.2 pence less a decrease in NAV per share of 65.3 pence since that date.

†

Including 3.0 pence interim dividend paid on 11 August 2022, a special interim dividend of 7.0 pence paid on 10 February 2023 and a special interim dividend of 32.0 pence

paid on 11 August 2022.

‡

Including 3.0 pence interim dividend paid on 13 August 2024, and the ﬁnal dividend of 3.5 pence and a special interim dividend of 11.7 pence paid on 14 February 2024.

# Including the ﬁnal dividend of 3.5 pence and a special dividend of 6.0 pence per share paid on 21 February 2025 and a 3.0 pence

per share interim dividend paid on

12 August 2025.

Earnings per share*

The earnings per share for the year ended 30 September 2025, together with those of the previous four ﬁnancial years are outlined in

the graph below:

Capital

Revenue

Pence per share

as at 30 September

-80

-20

2025

-40

-60

2021

2022

2023

2024

+75.4

-0.4

-67.1

-0.2

+0.3

-6.5

-0.3

+0.6

-2.1

+0.6

* Total earnings including unrealised gains/(losses) on investments aﬅer taxation divided by weighted average number of shares in issue.

Key Performance Indicators

Unicorn AIM VCT plc

Annual Report

2025

5 Year NAV and share price comparison

240

220

NAV

Share Price

Pence per share

September

2024

200

180

160

120

260

September

2022

September

2021

September

2020

September

2025

September

2023

March

2022

March

2021

March

2025

March

2024

March

2023

140

100

Ongoing Charges and Running Costs

The Ongoing Charges of the Company for the ﬁnancial year under review was 2.4% (2024: 2.3%) of average net assets, which remains

below the cap of 2.75%.

The total expenses amounted to £4.5 million (2024: £4.7 million) and include investment management fees of £3.7 million (2024:

£3.9 million), Directors' fees of £0.2 million (2024: £0.1 million), administrative service fees of £0.2 million (2024: £0.2 million) and

other third party service providers' fees of £0.3 million (2024: £0.2 million).

Under the revised management agreement eﬀective from 1 October 2018 and the side letter eﬀective from 1 January 2022 and as

shown in Note 3 on page 71, the Investment Manager receives a management fee of 2% per annum of net assets up to £200 million,

1.5% per annum of net assets in excess of £200 million and 1% in excess of £450 million (other than on investments in OEICs managed

by the Investment Manager). Other expenses are shown in Note 4 on page 72.

Key Performance Indicators

(continued)

Unicorn AIM VCT plc

Annual Report

2025

The purpose of this Strategic Report is to inform Shareholders of the Company's progress on key matters and assist them in assessing the

extent to which the Directors have performed their legal duty to promote the success of the Company in accordance with section 172 of

the Companies Act 2006.

The Investment Manager’s Review on pages 9 to 17 includes a comprehensive analysis of the development of the business during the

ﬁnancial year and the position of the Company’s main investments at the end of the year.

Chair's Statement

I am pleased to present the Company's Audited Annual Report

for the year ended 30 September 2025.

Introduction

The UK economy has had a diﬃcult 12 months and the smaller

UK focused companies in which we invest have suﬀered from

the resulting uncertainty and caution in the period under

review. The investment landscape remained shaped by the

continued dominance of the US market and in particular the

Magniﬁcent Seven tech stocks whose market capitalisation as

at 30 September 2025 had collectively risen to $20.8 trillion or

6.3 times the market capitalisation of the entire FTSE 100 shares.

Elsewhere, elevated inﬂation, a sustained higher-interest rate

environment, and renewed political risk collectively reinforced

a prevailing preference for capital preservation over risk taking.

Within

equity

markets,

investor

capital

continued

favour

large,

liquid,

and

globally

diversiﬁed

businesses.

These companies, many of which beneﬁted from exposure to

defensive sectors such as oil and gas, aerospace and defence, and

ﬁnancials, were rewarded for balance sheet strength and cash

ﬂow visibility. In contrast, smaller growth focused companies,

particularly those operating on the Alternative Investment

Market (AIM), faced subdued investor appetite, limited liquidity,

and depressed valuations.

Although the FTSE AIM All Share Index delivered a total return

of +7.9% for the ﬁnancial year, this performance was driven by

a narrow group of cyclical stocks, with many smaller companies

continuing to struggle. The broader environment for AIM

VCTs remained poor. Risk appetite for early-stage businesses

remained constrained, IPO activity was limited, and fundraising

conditions remained subdued. Against this backdrop, your

Company delivered a negative total return of -1.8%.

While this outcome is disappointing in absolute terms, it reﬂects

the structural, sectoral and cyclical challenges associated

with investing in smaller VCT qualifying businesses during

periods of market stress. Nevertheless, the underlying portfolio

remains resilient. Many investee companies continue to deliver

operational progress and are well positioned to beneﬁt should

market conditions stabilise and sentiment improves.

Economic & Market Review

The UK economy faced several concurrent challenges during

the ﬁnancial year. Inﬂation, while declining in headline terms,

remained elevated throughout the period, underpinned by

strong wage growth and persistent pricing pressure in the

services sector. Core inﬂation consistently exceeded the Bank

of England’s 2% target, and interest rates were maintained at

high levels, which impacts on both business investment and

consumer demand.

UK equity markets displayed a pronounced divergence in

performance. The FTSE 100 Index delivered a strong total return

of 17.5%, driven by sectoral tailwinds and exposure to global

demand. Defensive sectors such as banking, defence, tobacco,

oil and gas, and life insurance led performance, collectively

accounting for 93% of the Index’s gains.

The same sectoral tailwinds were clear in the FTSE AIM All

Share’s fortunes. While the Index recorded a positive total return

during the period, on an attribution basis this was entirely driven

by the performance of the Metals & Mining sectors. Despite

representing only 11.8% of the AIM index by weight, Metals

& Mining contributed 102% of the positive total return. This

illustrates the concentration of gains and the extent to which

sector-speciﬁc factors beneﬁted companies that would not

typically qualify for Venture Capital Trust investment.

Net Assets

As at 30 September 2025, the audited net assets of the

Company were £194.4 million (90.3 pence per share), a decline

of £5.0 million (14.4 pence per share) over opening net assets

of £199.4 million (104.7 pence per share). There were several

moving parts behind this fall, with a decrease in the value

of the investment portfolio of £1.9 million, £24.4 million of

dividends paid, a further £5.3 million returned to Shareholders

through share buybacks and operating costs of £4.5 million all

contributing to the reduction in net assets. This was partially

oﬀset by the fully subscribed Oﬀer for Subscription, which raised

net proceeds of £24.1 million and £3.6 million from Shareholders

who

participated

the

Dividend

Reinvestment

Scheme

("DRIS"). Aﬅer adding back all dividends paid, the total return in

the period was -1.8%.

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Chair's Statement

(continued)

Total Return

The Company generates returns and losses from both capital

growth and dividend income. For the year ended 30 September

2025, the total loss was £3.0 million (2024: gain £0.6 million),

of which there was a £4.2 million loss (2024: £0.5 million loss)

from capital and a £1.2 million gain (2024: £1.1 million gain)

from revenue. Full details of the total return can be found in the

Income Statement on page 64. The Company’s allocation of

expenses is described in Note 1 (g) on page 70.

The total net losses per share were 1.5p (2024: gains 0.3p). The

total net losses per share were made up of 2.1p loss from capital

and 0.6p gain from revenue.

Revenue Return

The income of £3.0 million (2024: £2.9 million) represents

dividend income derived from the Company’s investments and

interest on cash balances.

Capital Return

At the year end the investment portfolio was valued at

£193.6 million (2024: £191.6 million). The investment portfolio

delivered realised gains on disposals of £1.6 million (2024:

£5.7 million) and unrealised valuation losses on investment

of £3.0 million (2024: £3.3 million). The valuation basis of

the Company’s investments is described in Note 1 (d) on

pages 68 and 69.

Investment Performance Review

The Company recorded a total return of -1.8% for the ﬁnancial

year. This compares with a return of -1.9% for the AIC VCT AIM-

Quoted Peer Group. The Company underperformed the FTSE

AIM All Share Index, which recorded a gain of 7.9%, heavily

inﬂuenced by a narrow group of outperforming stocks and

sectors, most of which fall outside the remit of VCT qualifying

investment.

While many investee companies delivered strong operational

performance and continued to execute eﬀectively against

their strategic growth plans, this resilience was not consistently

mirrored

price

movements.

Investor

sentiment

remained cautious, with solid fundamentals oﬅen overshadowed

by broader market concerns.

Despite this, the portfolio did beneﬁt from positive contributions

in certain areas, including companies involved in M&A activity

and those able to demonstrate clear competitive advantages.

These examples underscore the importance of stock selection

and portfolio discipline in delivering value during periods of

market dislocation.

At the close of the ﬁnancial year, the Company held 79 active

VCT qualifying investments, with 40 of these valued at more

than £500,000. More than 73% of the qualifying businesses

held by the Company continue to maintain a net cash

position on their balance sheets. A further 11 non-qualifying

investments were held in the portfolio. Investments are held

across 26 different sectors.

Portfolio Activity

During

the

period,

there

were

again

relatively

limited

opportunities to deploy capital into new investments and

follow-on opportunities within existing holdings. However, the

Investment Manager is encouraged by our continued ability

to identify new and potentially highly attractive investment

prospects. Our pipeline of opportunities reﬂects a gradual yet

steady recovery in both the quantity and quality of potential

investments available to the Company.

Seven new VCT qualifying investments were made during the

period, at a total cost of £9.1 million. In addition, £6.6 million of

capital was allocated across ten of the existing VCT qualifying

investee companies, to support their future growth.

Several full and partial disposals were also made during the

ﬁnancial year. Total proceeds from disposals of qualifying

investments amounted to £8.9 million, realising an overall

capital gain of £5.2 million.

The Investment Manager continued to utilise two money market

funds, and the Unicorn UK Ethical Income Fund, alongside

holdings in some large, highly liquid UK equities during the

period.

These are non-qualifying investments, which continued to

enable Shareholders to beneﬁt from the ongoing higher interest

rate environment, while maintaining a strong liquidity position

to fund new qualifying investment opportunities.

A more detailed analysis of investment activity and performance

can be found in the Investment Manager’s Review on pages

9 to 17.

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Chair's Statement

(continued)

Dividends

The final dividend of 3.5 pence per share for the year ended

30 September 2024 was paid on 21 February 2025. In

addition, a special dividend of 6.0 pence per share was paid to

Shareholders on 21 February 2025 following the takeovers of

Mattioli Woods and Keywords Studios.

An interim dividend of 3.0 pence per share, for the half year ended

31 March 2025, was paid to Shareholders on 12 August 2025.

The Board is also pleased to recommend a further ﬁnal dividend

of 3.5 pence per share for the ﬁnancial year ended 30 September

2025. This dividend, if approved by Shareholders at the

Company’s forthcoming AGM, will be payable on 13 February

2026 to Shareholders on the register as at 5 January 2026.

Total

dividends

paid

during

the

ﬁnancial

year

ended

30 September 2025, including special dividends, are therefore

12.5 pence per share.

Share Buybacks & Share Issues

The Board continues to believe that it is in the best interests of

the Company and its Shareholders to make market purchases of

its shares from time to time. During the period from 1 October

2024 to 30 September 2025, the Company bought back 6,397,687

of its own Ordinary Shares for cancellation, at an average price

of 83.5 pence per share including costs. Future repurchases of

shares will continue to be made in accordance with guidelines

established by the Board and will be subject to the Company

having

the

appropriate

authorities

from

Shareholders

and

suﬃcient funds available for this purpose. Share buybacks will

also be subject to the Listing Rules and any applicable law at the

relevant time. Shares bought back in the market are normally

cancelled.

An Oﬀer for Subscription was launched on 28 January 2025. The

Oﬀer was again strongly supported and closed, fully subscribed, on

31 March 2025. The total raised, net of all costs, was £24.1 million and

resulted in the issue of 27.2 million new shares. On behalf of the Board,

I would like to welcome all new Shareholders and to thank existing

Shareholders for their continued support. As at 30 September 2025,

there were 215,281,044 Ordinary Shares in issue.

New Oﬀer

On 27 November 2025, the Company announced the intention

to launch an Oﬀer for Subscription to raise up to £25.0 million

through the issue of new Ordinary Shares. Full details and

terms and conditions of the Oﬀer, are expected to be available

in January 2026.

VCT Status

There were no changes to VCT legislation during the period

under review. The Government last introduced new legislation

pertaining to Venture Capital Trusts in November 2017. The most

important of these new rules came into eﬀect in the 2019/2020

tax year and were designed to ensure that capital is directed

at young, developing businesses, which might otherwise ﬁnd

it diﬃcult to secure funding to ﬁnance their planned growth.

One of the key tests is the requirement for at least 80% of

a Venture Capital Trust’s total assets to be invested in VCT

qualifying companies. I am pleased to report that, excluding

new capital raised in Oﬀers for Subscription within the last three

years, Unicorn AIM VCT’s qualifying percentage was 90.6% of

total assets as of 30 September 2025. All other HM Revenue &

Customs tests have also been complied with during the period,

and the Board has been advised by its VCT status advisor, Philip

Hare & Associates, that the Company continues to maintain

its Venture Capital Trust status. It will, of course, remain a key

priority of the Board to ensure that the Company retains this VCT

status. We welcome the government’s swiﬅ action to extend the

State Aid rules for venture capital trusts until 2035.

Looking ahead, the Autumn Budget 2025 introduced several

material changes to the Venture Capital Trust framework,

eﬀective from April 2026. Most notably, the rate of upfront

income tax relief on new VCT subscriptions will reduce from

30% to 20%. However, this adjustment was accompanied by a

signiﬁcant and welcome expansion of the VCT qualifying rules

applicable to investee companies. In particular, the decision

to double several existing eligibility thresholds represents a

major positive development. These enhancements will allow

VCTs to support a broader range of high-potential businesses,

and to do so over multiple growth stages. This is expected to

stimulate increased demand for VCT funding and provide more

opportunities for your Company to invest.

Board Changes

As reported last year, Julian Bartlett joined the Board on

2 October 2024 and Jeremy Hamer stepped down at the AGM

on 12 February 2025.

Charlotta Ginman will not be seeking re-election at the

forthcoming AGM. We would like to take this opportunity

to thank Charlotta for her invaluable services as Senior

Independent Director of the Company.

The Board will continue with its succession planning in the

current year.

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Annual General Meeting

I would like to take this opportunity to thank all Shareholders

for their continued support of the Company and to invite

you

attend

the

Company’s

Annual

General

Meeting,

which is to be held on 4 February 2026. Full details of the

AGM including location, timing, and the business to be

conducted, are given in the Notice of the Meeting on pages

91 and 92. Shareholders’ views are important, and the

Board therefore encourages all Shareholders to vote on the

resolutions within the Notice of Annual General Meeting on

pages 91 and 92 using the proxy form, or electronically at

https://unicorn-agm.city-proxyvoting.uk.

The

Board

has

carefully considered the business to be proposed at the AGM

and recommends that Shareholders vote in favour of all the

resolutions being proposed.

Hasgrove Limited (“Hasgrove”)

On 28 November 2025, the Directors announced that the

Company, together with other shareholders of Hasgrove, had

entered into an agreement with Castik Capital S.à r.l. (“Castik”)

in connection with Castik’s proposed acquisition of a majority

stake in Hasgrove.

As part of the transaction, the Company, together with the former

chairman and members of the executive management team,

will realise a portion of their investment for cash and, alongside

Castik, will become shareholders in a new holding company

established to acquire Hasgrove (the “Newco”).

Hasgrove is currently the largest holding in the Company’s

portfolio and was most recently valued at £46.7 million in the

Company’s Net Asset Value (“NAV”) update released as at

31 October 2025. Subject to completion of the transaction,

receipt of the cash consideration and the ﬁnalisation of

valuations, the Board expects the valuation to be materially

higher than that reported as at 31 October 2025. In connection

with the transaction, the Company will conduct a fair value

review of its interest in Newco and publish an updated NAV as

soon as practicable.

The

Company

expects

receive

total

net

proceeds

approximately

£87

million

from

the

transaction.

this

amount, approximately £22 million is expected to be settled

through the issuance of shares in Newco, with the remaining

£65 million expected to be received in cash (in each case subject

to completion adjustments). The Board will consider whether to

declare a special dividend following completion and once ﬁnal

proceeds have been received, with further details (including

quantum and timing) to be announced in due course.

The Unicorn team have delivered an excellent result in both

realising considerable cash proceeds from the investment for

the Company’s Shareholders and negotiating a deal which

enables the VCT to participate in the future growth of Hasgrove.

Outlook

The investment environment continues to evolve, and while

near term uncertainties remain, there are some reasons for

optimism. Inﬂation appears to have plateaued and is forecast by

the Bank of England to decline steadily into 2026. Interest rates

remain elevated relative to the ultra-low levels of recent years,

but market expectations are that they will continue to decline.

As macroeconomic conditions begin to stabilise, investor

sentiment is showing signs of improvement, particularly towards

the UK equity market, which continues to trade at historically

attractive valuation levels relative to global peers.

There are encouraging signs of renewed international investor

interest in the UK. A combination of depressed valuations, a more

stable political outlook, and improving corporate fundamentals

has led to increased interest in listed UK businesses, with

larger companies being the initial beneﬁciaries. While this has

not yet translated into a broad market re-rating across small

and mid-cap companies, it reﬂects a growing recognition of the

value and potential embedded in many UK businesses.

The

Company

well

positioned

beneﬁt

from

these

developments. The portfolio comprises a diversiﬁed group of

businesses, many of which are well capitalised, operationally

resilient,

and

focused on

long

term value creation. The

Investment

Manager

continues

identify

high

quality

investment opportunities and maintains a disciplined approach

to capital deployment.

While challenges remain, the Board is hopeful that conditions

will improve. The combination of a more supportive policy

environment, renewed capital inﬂows, and growing investor

recognition of the UK’s long-term strengths should bode well for

the future. The Company remains committed to its strategy of

backing high quality growth businesses and delivering attractive

long term returns to Shareholders.

Tim Woodcock

Chair

4 December 2025

Chair's Statement

(continued)

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Introduction

During the twelve-month period under review, the FTSE AIM

All-Share Index delivered a positive total return of 7.9%, building

on a 3.9% gain recorded over the same period last year. While

it is encouraging to note further progress in the AIM Index,

performance continued to be driven by a small number of

constituents, with signiﬁcant divergence in sector-level returns.

Notably, the Metals and Mining sectors alone contributed 8.9%

to the overall index return. Such companies are oﬅen not VCT

qualifying and typically fall outside the investment objectives

and policy of the Company. As a result, and reﬂecting its strategic

focus on earlier-stage, VCT-qualifying businesses, the Company’s

net asset value declined modestly by 1.8% during the period.

Although this performance was somewhat muted, the portfolio

remains well positioned to beneﬁt from a more sustained and

broad-based recovery across the AIM market.

Across the year to 30 September 2025 the UK market moved

through two distinct phases. The opening months were shaped

by stubborn core inﬂation, ﬁrmer gilt yields and a rapid escalation

in global trade tension. As the year progressed, inﬂation stabilised,

policy rates began to driﬅ lower, and the domestic political

backdrop remained orderly. Index levels pushed on to new highs,

led by the global earners in the largest companies, while progress

in the broader market was more uneven.

Tariﬀs set much of the global tone. The combination of new

measures

and

retaliation

created

planning

uncertainty

for

exporters and manufacturers, produced sharp rotations between

styles and sectors, and at times tightened ﬁnancial conditions.

The service bias of the UK economy muted some of the direct

impact, yet there were clear read throughs to industrial order

books, input routes and pricing decisions. Out of that disruption

have come more durable themes. Re-industrialisation, defence,

infrastructure, and automation are drawing greater capital, and a

number of UK listed businesses sit on the right side of that shiﬅ.

Fiscal reality also came to the fore. The Chancellor’s assessment

of limited headroom has framed expectations for a pragmatic

mix of tighter control of day-to-day spending, targeted revenue

measures and pro-growth reform in planning, housing and

infrastructure delivery. For the domestic economy this points to

a cautious public sector alongside a clearer framework for private

investment. Companies with sensible balance sheets and pricing

power are well placed to navigate that mix, and programmes

in infrastructure, defence and productivity investment should

continue to support orders.

In the UK the FTSE 100 Index continues to outperform – delivering

a total return of 17.5% during the period under review. In contrast,

smaller quoted companies posted more modest gains, with the

FTSE 250 rising by 8.2% and the FTSE AIM All-share index rising

by 7.9%. Over longer time periods the divergence in performance

is even more stark. During the last ﬁve years the FTSE 100 Index

has delivered a total return of 91.6% – compared to a decline of

11.7% by the FTSE AIM All-Share Index. Appetite for smaller, higher

risk, high growth companies remains frustratingly subdued as

investors continue to favour large, more liquid, and globally

diversiﬁed businesses. One small glimmer of hope for supporters

of smaller quoted UK companies can be seen in index returns

during the second half of the year – with the FTSE AIM All-Share

Index rising by 16.1%, outperforming the 11.0% rise by the FTSE

100 Index.

Company fundamentals in our opportunity set were steadier

than share prices suggested. Many businesses protected cash

generation and preserved ﬁnancial strength, while boards used

buybacks where appropriate. Bid activity increased where public

ratings did not reﬂect private market value. Investor ﬂows into UK

equities have not yet turned decisively, which helps to explain the

concentration of returns in larger constituents, but the direction

is more constructive than a year ago. The labour market has

cooled at the margin, with slower wage growth and a small rise

in unemployment, which eases inﬂation pressure as it tempers

parts of domestic demand. At the level of market plumbing, the

Financial Conduct Authority’s listing and prospectus reforms are

in train for implementation in 2026 and signal intent to improve

London’s competitiveness and capital formation over time.

Net Asset Performance

As at 30 September 2025, the audited net assets of the Company

amounted to £194.4 million, which equates to a decline of

£5.0 million during the twelve-month period under review.

The audited Net Asset Value per Share was 90.3 pence as at

30 September 2025, which represents a capital decline (excluding

dividends paid) of 13.8% on the closing NAV per share of

104.7 pence as at 30 September 2024. Aﬅer adding back dividends

paid during the ﬁnancial year, the Net Asset Value (“NAV”) Total

Return of the Company was -1.8%.

Net proceeds of £24.1 million were received from a fully subscribed

Oﬀer for Subscription. However, the negative return generated by

the Company’s investment portfolio, together with dividends paid

out led to an overall decline in net assets during the ﬁnancial year.

This decline was largely due to the £24.4 million in dividends that

were paid to Shareholders in the period. A further £5.3 million was

also returned to Shareholders by way of share buybacks during

the ﬁnancial year.

The

Investment

Manager

has

always

adopted

cautious

approach to deploying new capital. While total investment in

AIM IPOs and AIM-listed companies remained at a relatively

low level, it is nonetheless pleasing to report that several new

VCT qualifying investments were concluded during the period.

In addition, a number of follow-on investment opportunities

have also been completed. While the short-term performance

of these new VCT qualifying investments has been mixed, the

Investment Manager believes the current portfolio of investments

is particularly well-positioned to deliver meaningful long-term

growth.

Investment Manager’s Review

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Performance Review

The ﬁnancial year under review has been another challenging

period for the Company.

A number of investee companies suﬀered further declines in their

share price, which is particularly disappointing since it follows on

from the signiﬁcant share price declines experienced in the prior

ﬁnancial year. In particular, the Company’s investments in early-

stage, scale-up businesses, including those in the Life Sciences,

Technology and Pharmaceutical sectors, which typically require

multiple funding rounds, were disproportionately aﬀected by the

diﬃcult market conditions.

By contrast, the more established, proﬁtable and cash generative

businesses in the portfolio generally delivered positive total

returns.

As a reminder, the Investment Manager is required by prevailing

VCT legislation to ensure that capital is deployed in early-

stage, scale-up businesses. Clearly, investment in immature

businesses carries a high degree of risk. We therefore anticipate

continuing divergence of returns from within the portfolio of

investee companies.

Over the past two decades however, many of the Company’s

longer-standing investments have developed into established,

sustainably proﬁtable, cash-generative businesses and, in the

course of this development, have also generated substantial

capital gains. We remain conﬁdent that this trend will continue.

The investment portfolio remains diversiﬁed both by number of

holdings and by sector exposure. At the ﬁnancial year end, the

Company held investments in 79 active VCT qualifying companies

and 11 non-qualifying investments. These investments are spread

across 26 diﬀerent sectors.

A review of the ten most meaningful contributors to performance

from VCT qualifying investments (both positive and negative)

follows:–

Largest Contributors:

Hasgrove

(24.0% of net assets, +£6.4 million) is an unquoted

holding company, which owns an operating subsidiary called

Interact. Interact is a fast-growing global provider of corporate

intranet

solutions

that

operates

Soﬅware-as-a-Service

(SaaS) business model. The outlook for the company remains

encouraging, with an expanding customer base, and robust sales

pipeline supported by the company’s strong ﬁnancial position.

Year-to-date performance shows further strong revenue growth,

delivering attractive EBITDA margins. In addition to strong growth

in Annual Recurring Revenues existing customers also continued

to perform well, with Net Revenue Retention improving to 103.5%.

The valuation of the company, based on a peer group multiple

approach, increased during the period, reﬂecting the continued

strong ﬁnancial performance. Further details on the possible

developments in this company are given in the Chair's Statement

on page 8.

Cohort

(8.1%

net

assets,

+£5.7

million)

holding company comprised of wholly owned subsidiaries that

deliver advanced technology solutions to defence and security

clients. These businesses operate across domains including

electro-optical systems, communications, and surveillance, with

applications spanning land, sea & air. In addition to defence,

Cohort also serves civil sectors such as transport and oil & gas.

In their full year results for the period ending 30 April 2025,

Cohort achieved record revenues of £270 million – a 33%

increase from the previous year. Adjusted operating proﬁt rose

by 30% to £27.5 million, with earnings per share up 27% to

54.4p. The company maintained its progressive dividend policy,

increasing the total dividend by 10% to 16.3p. The order book

of £616.4 million provides good visibility on future revenues.

Strategic highlights included the acquisition of EM Solutions and

the divestment of SEA’s transport division. The group remains

conﬁdent in its outlook, supported by robust demand and

geopolitical tailwinds.

Anpario

(4.7% of net assets, +£2.9 million) is an independent

UK-based manufacturer and distributor of natural feed additives

that enhance animal health, nutrition and biosecurity across

global agricultural and aquaculture markets. Anpario delivered

a robust ﬁnancial performance for the ﬁrst six months ending

30 June 2025, with revenue rising 34% to £22.7 million and gross

proﬁt increasing 45% to £11.7 million. Adjusted EBITDA grew 53%

to £4.1 million, with proﬁt before tax rising 62% to £3.4 million.

Diluted adjusted EPS rose 43% to 16.01p, and the interim dividend

was raised by 11% to 3.60p. Strong sales across the Americas,

Asia, and Europe were supported by the successful integration

of Bio-Vet Inc. The company’s shiﬅ towards higher-value product

groups and direct sales models contributed to structural margin

improvements. With a cash balance of £11.1 million and continued

investment in innovation, Anpario remains conﬁdent in meeting

full-year expectations, underpinned by product development,

geographic diversiﬁcation, and a resilient business model.

The Property Franchise Group ("TPFG")

(3.9% of net assets,

+£2.3 million) is the UK’s largest multi-brand estate agency

franchisor, oﬀering lettings, sales, and ﬁnancial services through

a network of over 1,900 outlets. The company reported record

half-year results for the period ending 30 June 2025, with revenue

up 50% to £40.3 million and strong growth across franchising,

ﬁnancial services, and licensing. The successful integration of

two portfolio acquisitions expanded the managed portfolio to

153,000 properties, reinforcing TPFG’s position as the UK’s largest

property franchisor. Operational synergies, AI-driven initiatives,

and a resilient lettings base underpin conﬁdence in full year

expectations.

Investment Manager’s Review

(continued)

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Investment Manager’s Review

(continued)

Avingtrans

(4.3% of net assets, +£1.4 million) is a UK-based

international engineering group that designs, manufactures,

and services highly engineered components and systems for

the energy, medical, and infrastructure sectors. The company

executes its strategy of acquiring, developing, and exiting

niche businesses in regulated markets through two divisions –

Advanced Engineering Systems ("AES") and Medical & Industrial

Imaging (MII) divisions. In the year ending 31 May 2025, Avingtrans

reported record revenue of £156.4 million, up 14.5% year-on-

year, and adjusted EBITDA of £16.7 million, exceeding market

expectations. The AES division led growth, driven by demand

across data centres, electric transport, and nuclear. Strategic

contract wins and a strong order book continue to support

conﬁdence in the outlook.

Fusion Antibodies

(0.6% of net assets, +£0.8 million) is a

specialist contract research organisation ("CRO"). The company

is focused on the discovery, engineering, and supply of pre-

clinical biologics – providing advanced antibody development

services for therapeutic and diagnostic use across the global

pharmaceutical, biotechnology, and life sciences industries. For

the ﬁnancial year ending 31 March 2025, the company reported

a 73% year-on-year increase in revenues to £1.97 million, driven

by growth across both therapeutic and diagnostic segments.

Recent developments include a £1.17 million equity placing

to support commercial expansion and R&D, particularly for its

OptiMAL® platform, which demonstrated strong binding results

in collaboration with the U.S. National Cancer Institute. Fusion also

secured an additional £1 million in non-dilutive funding via a grant

from the FMI consortium. Strategic diversiﬁcation into diagnostics

and veterinary markets continues to support resilience and long-

term growth despite broader economic challenges.

Ilika

(0.7% of net assets, +£0.7 million) is a UK-based pioneer

in solid-state battery technology, developing and licensing

advanced energy storage solutions for MedTech, Industrial

IoT, and electric vehicle applications. The company reported

revenues of £1.1 million for the ﬁnancial period ending 30 April

2025, down from £2.6 million the previous year due to the wind-

down of grant-funded projects. The company continued to

advance its two core product lines: Stereax®, targeting miniature

medical devices, and Goliath™, aimed at electric vehicles and

consumer appliances. Stereax manufacturing was successfully

transferred to Cirtec Medical in the US, with commercial

deliveries expected in 2025. Although Ilika reported an EBITDA

loss of £5.2 million, it maintained a solid cash position of

£8.0 million and successfully raised an additional £4.2 million

to advance its development initiatives. The company’s asset-

light licensing strategy, coupled with increasing commercial

engagement, underpins its signiﬁcant growth potential.

Windar Photonics

(0.9% of net assets, +£0.6 million) is a UK-

based developer of LiDAR wind sensor systems that enhance

wind turbine eﬃciency and reduce mechanical stress. For the

six months ending 30 June 2025, the company achieved an 18%

increase in revenue, reaching €2.7 million, driven by growth in

soﬅware sales and improved gross margins. Despite incurring an

EBITDA loss of €0.2 million due to strategic marketing investment,

the company maintained a strong cash position of €6.0 million.

The company continues to grow its market presence, with its

optimisation solution now deployed on over 20% of Vestas

V82 turbines in North America. Windar has also signiﬁcantly

increased production capacity with a new facility in Copenhagen.

The company is well placed to deliver further growth and recurring

revenue expansion.

Phynova Group

(0.4% of net assets, +£0.6 million) is a private

UK-based

life

sciences

company,

specialising

clinically

validated, plant-derived health ingredients, notably Reducose®,

used globally to manage postprandial blood glucose levels.

The company continues to produce strong ﬁnancial and strategic

progress, delivering impressive growth in revenue and EBITDA.

The cash balance also remains healthy, increasing to £2.4 million

and the outlook and momentum in the business remains highly

positive.

Concurrent Technologies

(0.6% of net assets, +£0.5 million)

is a leading developer and manufacturer of high-performance

embedded

computing

solutions.

The

company

specialises

ruggedised

single

board

computers

and

system-level

products designed for demanding applications across defence,

aerospace, telecommunications, scientiﬁc, and industrial sectors.

The company delivered a record ﬁrst-half performance over the

ﬁnancial period ending 30 June 2025, with revenue rising 26% to

£21.1 million and proﬁt before tax increasing 17% to £2.7 million.

Strategic investments in R&D, ERP systems, and expanded facilities

lay the foundation for future growth. The Products division

achieved £17.9 million in revenue, while the Systems unit scaled

to £3.2 million. Strategic contract wins included a £4.0 million UK

defence contract and a £3.4 million order from the US. Investment

in R&D, ERP systems, and expanded facilities underpins future

growth ambitions. Management remains conﬁdent in the near-

term outlook, driven by innovation, strong global partnerships,

and resilient market demand.

Largest Detractors:

Maxcyte

(1.5%

net

assets,

-£4.3

million)

leading

biotechnology business, which has developed a technology

platform to enable the precision engineering of human cells

for a wide range of therapeutic applications. Prominent drug

developers and academic institutions already utilise MaxCyte's

unique technology to pioneer new cell therapies targeting cancer

and other rare genetic diseases. The company demonstrated

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resilience in the ﬁrst half of 2025 despite a challenging market

environment. While total revenue declined 13% year-on-year

to $18.9 million for the ﬁnancial period ending 30 June 2025,

the company maintained momentum in its core business, with

processing assemblies and instrument sales growing 9% and 22%

respectively. Although Strategic Platform License ("SPL") revenue

soﬅened due to customer reprioritisation, MaxCyte added three

new SPL clients, reinforcing its long-term commercial pipeline.

The acquisition of SeQure Dx expanded its capabilities in gene

editing, and cost optimisation eﬀorts, including reduced sales and

marketing spend, were implemented to preserve cash.

Aurrigo International

(1.8% of net assets, -£2.7 million) is a leading

provider of highly specialised autonomous transport solutions,

which are predominately aimed at the aviation ground handling

industry. Aurrigo’s patent protected autonomous vehicles promise

more eﬃcient baggage transportation to and from aircraﬅ,

thereby reducing labour reliance and minimising the frequency

and severity of accidents. Aurrigo delivered mixed ﬁnancial

results for the ﬁrst six months ending 30 June 2025, with revenue

declining slightly to £3.5 million down from £3.9 million year-on-

year, primarily due to soﬅness in the Automotive division linked

to US tariﬀ disruptions. However, the Autonomous division grew

41% year-on-year to £1.1 million, reﬂecting strong commercial

traction and strategic progress. Gross margin improved to 42.3%,

up from 35%, driven by a favourable sales mix. While the adjusted

EBITDA loss widened to £1.6 million, the company remains

well-capitalised following a successful £14.1 million fundraise.

Operational highlights included the launch of Auto-Cargo® with

UPS, a strategic partnership with Swissport, and formal approval

from Schiphol Group for its Auto-DollyTug® and Auto-Sim®

platforms. With a strong balance sheet, expanding commercial

pipeline alongisde increasing global recognition, Aurrigo is

well-positioned to scale its autonomous technology oﬀerings

and deliver long-term value despite near-term challenges in its

automotive division.

Incanthera

(0.1% of net assets, -£2.6 million) is a UK-based

dermatology company focused on discovering and developing

targeted skin treatments. Results for the year ended 31 March

2025 reﬂected a year of strategic progress with some ﬁnancial

challenges. The company achieved its ﬁrst revenues from the

launch of its Skin+CELL luxury skincare range in August 2025,

supported by a direct-to-consumer campaign and positive early

customer feedback. Incanthera maintained tight cost controls

during the period and strengthened its cash position through

a £0.5 million institutional fundraise in June 2025. Post-year-

end, the company raised an additional £3.3 million to support

inventory scale-up. Although initial ﬁnancial performance was

disappointing the company successfully protected its intellectual

property during the period, and demonstrated proof of concept

for its formulation technology. With further product development

underway and new market channels being explored, Incanthera

enters the coming ﬁnancial year with renewed commercial

momentum and a clear focus on expanding its presence in the

global skincare and therapeutic markets.

Tracsis

(3.4% of net assets, -£2.3 million) is a technology and

soﬅware business with two operating divisions; rail technology

and traﬃc and data services. Tracsis provides automated resource

scheduling soﬅware to international transport markets which

help optimise labour schedules. Other solutions include smart

ticketing and automated ‘train delay repayment’ soﬅware to

enhance

customer

experiences. The

company

delivered

resilient performance in 2025, with revenue rising modestly to

£81.9 million and adjusted EBITDA holding steady at £12.6 million,

despite well-ﬂagged headwinds in the UK rail sector. The ﬁrst half

was impacted by market wide spending constraints in UK rail, a

cyberattack on a major customer and inﬂationary pressures in

the Traﬃc Data & Events division. However, the second half saw

some improvement in trading, supported by growth in recurring

soﬅware and transactional revenues, and delivery of a strong

Rail Technology & Services orderbook. The company ended the

year with £23.4 million in cash, completed a £3.0 million share

buyback, and secured a new £35 million revolving credit facility

to support future investment. While proﬁtability was ﬂat year-

on-year, Tracsis made strategic progress with digital ticketing

trials, international deployments, and multi-year contract wins,

positioning the business for long-term growth despite near-term

market challenges.

Futura Medical

(0.1% of net assets, -£1.8 million) is a UK-

based

pharmaceutical

company

focused

the

research,

development, and commercialisation of innovative sexual health

treatments. Futura Medical is best known for its proprietary

topical formulations, such as Eroxon®, which oﬀer clinically

proven, fast acting, and non-invasive alternatives to conventional

therapies. The company reported a challenging ﬁrst six months

ending 30 June 2025, with revenue declining to £1.0 million from

£7.0 million in the prior year. This was primarily due to slower-

than-expected in-market sales of Eroxon®, particularly in the U.S.,

where initial 2024 inventory orders continued to meet demand,

suppressing replenishment sales. Despite this, the company

maintained a cash balance of £3.69 million and is progressing

development of its pipeline products, Eroxon® Intense and

WSD4000. A strategic review was launched in August to evaluate

cost structures and commercial priorities, with a cost-cutting

programme now underway. Although 2025 revenue is expected

to fall materially below expectations, the Board remains conﬁdent

in the long-term value of its assets and continues to explore

strategic options, including potential partnerships and asset sales,

to enhance shareholder value.

Investment Manager’s Review

(continued)

Unicorn AIM VCT plc

Annual Report

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Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Investment Manager’s Review

(continued)

Pulsar

Group

(1.2%

net

assets,

-£1.4

million)

technology company providing soﬅware-as-a-service ("SaaS")

solutions

for

audience

intelligence,

media

monitoring,

and communications insight, serving global consumer brands,

enterprises, marketing agencies, and public sector organisations.

Pulsar delivered a steady performance in the six months to

31 May 2025, with group revenue stable at £30.1 million, 95%

of which is recurring. Annual Recurring Revenue ("ARR")

increased by £1.1 million to £60.7 million, supported by growth

across EMEA, North America, and APAC. Adjusted EBITDA rose

to £3.6 million, reﬂecting improved operational eﬃciency and

cost discipline, including £1.6 million in annualised savings.

While macroeconomic pressures and regional competition,

particularly

APAC,

presented

challenges,

the

company

continued to invest in AI integration and global systems

alignment. Net debt stood at £4.2 million, with the Board

anticipating stronger cash generation in the second half of 2025.

Despite modest top-line growth, Pulsar remains focused on

sustainable proﬁtability, enhanced client value, and long-term

scalability through innovation and strategic execution.

AB Dynamics

(1.8% of net assets, -£1.3 million) is a UK-based

global provider of advanced automotive testing, simulation, and

veriﬁcation solutions, enabling the development of safer, more

eﬃcient, and increasingly autonomous vehicles for leading

OEMs, Tier 1 suppliers, and regulatory bodies worldwide. During

the year ending 31 August 2025 revenue increased by 6.8%

to £118.9 million, driven by strong ﬁrst-half trading, although

second-half performance was aﬀected by US-led trade tariﬀs

and delays in customer orders. The company closed the year

with a strong net cash position of £41.4 million, supporting

ongoing investment in innovation and strategic acquisitions. Key

operational highlights included the acquisition of Bolab Systems

and successful delivery of automated mileage accumulation

solutions to OEMs. While cash conversion soﬅened and foreign

exchange pressures persisted, AB Dynamics reaﬃrmed its

medium-term ambition to double revenue and triple operating

proﬁt. Backed by a solid order book, diﬀerentiated technology,

and

rising

demand

for

advanced

automotive

testing,

the company remains well-positioned for long-term growth

despite near-term challenges.

Feedback

(0.4% of net assets, -£1.1 million) is a UK-based

clinical infrastructure specialist focused on digital healthcare

solutions that enhance productivity and care co-ordination

across the NHS. The company’s strategic direction centres on

supporting NHS transformation through scalable, interoperable

technology that reduces unnecessary hospital appointments

and shortens patient wait times. For the twelve months ending

31 May 2025, Feedback reported revenue of £0.89 million,

down from £1.18 million in FY24, reﬂecting the absence of non-

recurring pilot contract income. The EBITDA loss widened to

£3.06 million, while operating losses reached £4.21 million,

impacted by a £3.19 million intangible impairment. However,

the company strengthened its balance sheet with a £6.1 million

fundraising, ending the year with £5.95 million in cash, providing

a runway into early 2027. Operationally, Feedback secured a

£495k contract with Queen Victoria Hospital NHS Foundation

Trust and extended its CDC pilot at Northern Care Alliance.

The company also received the HSJ Partnership Award for its

digital breathlessness pathway and signed an MoU with an NHS

Trust aligned to the Neighbourhood Health model, leaving

Feedback well-positioned for NHS-wide deployment.

nkoda Limited

(0.1% of net assets, -£1.1 million) is a London-

based private company founded in 2015, specialising in digital

sheet music solutions for music professionals. Its ﬂagship

platform oﬀers access to an extensive library of scores, parts,

and educational materials, enabling users to search, annotate,

and share music across devices. The company operates in

the

AudioTech

and

EdTech

verticals,

monetising

through

subscriptions and in-app purchases. In 2025, nkoda faced

operational headwinds, with its core revenue stream under

pressure

and

slower-than-expected

adoption

its

new

product, Kordl, a music rights management system developed

in partnership with Universal Music, Concord, and Wise Music.

The company’s AI initiative, Aria-I, remains in development.

Verici Dx

(0.4% of net assets, -£1.0 million) is a UK-based

diagnostics

company

focused

developing

advanced

prognostic and diagnostic tests for kidney transplant patients.

Its core products include Tutivia™, a post-transplant diagnostic

for acute cellular rejection, and Protega™, a liquid biopsy

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predicting ﬁbrosis risk. The company also oﬀers sequencing

and

bioinformatics

services,

with

collaborations

spanning

Thermo Fisher, One Lambda, and FBB Biomed. In the six

months to 30 June 2025, the company reported total revenue

of $1.9 million, comprising $1.2 million from Tutivia™ and

$0.7 million from Thermo Fisher licensing. Tutivia™ test volumes

rose sharply to 591, marking a 77% increase from the previous

year, with adoption in 21 transplant centres which represent

approximately 10% of the US market. The cash balance of

$5.3 million at 30 September 2025, following a successful

$6.4 million fundraise, extends the ﬁnancial runway into the

second half of 2026. The company has expanded its sales team

and clinical partnerships, positioning itself for future growth.

With a validated product portfolio, regulatory approvals, and

established commercial infrastructure, the company remains

conﬁdent in its ability to capture a meaningful share of the

$900 million US transplant diagnostics market.

Non-Qualifying Investments

The Company’s non-qualifying investments are primarily allocated

to larger, more liquid companies listed on the FTSE 350 Index and

to short-term money market funds. These holdings are designed

to preserve liquidity for future deployment into VCT-qualifying

opportunities, while also generating market exposure, income,

and supporting dividend capacity. Typically held in lieu of cash,

the non-qualifying portfolio delivered in line with expectations

during the twelve-month period ended 30 September 2025,

generating an average yield of 4.8% and contributing positively to

the Company’s total return.

The Company continued to take advantage of elevated short-

term bond yields through its money market fund allocations.

These instruments remain an attractive, low-risk source of income

while the Investment Manager assesses and awaits suitable VCT-

qualifying opportunities.

Oﬀer for Subscription

The

oversubscribed

Oﬀer

for

Subscription

that

closed

in March 2025, was a very pleasing outcome and is a humbling

endorsement, in particularly challenging times, of the Investment

Manager’s proven and successful long-term approach. The new

funds raised will enable the Investment Manager to continue

the established and successful strategy of selectively growing

the existing portfolio of investments by providing much needed

capital to emerging ‘scale-up’ businesses. The deployment of

capital into new investment opportunities will continue to be

rigorously controlled, especially in view of the diﬃcult investment

landscape.

Investment Activity

In terms of investment activity, the number of companies

raising money on AIM remained at historically low levels due

to the diﬃcult market conditions. However, the Company did

participate in three Initial Public Oﬀerings ("IPOs") for VCT

qualifying companies during the ﬁnancial year under review,

investing a total of £3.6 million. An additional £1.5 million was

invested in two companies which were already listed on AIM or

Aquis exchange but which were new to the Company’s portfolio.

The Company also beneﬁted from an exciting pipeline of unlisted

VCT qualifying investment opportunities during the ﬁnancial year

and successfully participated in funding rounds for two privately

held companies; Warwick Acoustics and ORCA Computing

Holdings, investing £2.0 million in each of these unquoted,

qualifying companies.

The Company also provided follow-on funding for several

qualifying companies in which we already held an equity stake

and was designed to provide additional capital to enable them

to accelerate their development plans. A total of £6.6 million

was invested in these follow-on funding rounds, across ten

qualifying companies already held in the portfolio.

As highlighted in the table below, the VCT qualifying investments

made during the ﬁnancial year have delivered mixed initial

returns, which highlights the diﬃcult market conditions for small,

early-stage AIM-listed businesses. The standout performer in a

positive sense, was our investment in Windar Photonics, which has

generated a short-term unrealised gain of +52.5%.

Investment Manager’s Review

(continued)

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Investment Manager’s Review

(continued)

Trade Date

VCTQ/

Cost

Value at

30 September

2025

Proﬁt/(loss)

Return

NEW INVESTEE COMPANIES

Good Life Plus

4 October 2024

1,500,000

1,110,000

(390,000)

(26.0)

IXICO

28 October 2024

340,670

466,180

125,510

36.8

Windar Photonics

5 December 2024

1,170,000

1,784,250

614,250

52.5

RC Fornax

5 February 2025

1,301,993

480,736

(821,257)

(63.1)

Quantum Base

4 April 2025

750,000

714,286

(35,714)

(4.8)

Warwick Acoustics

30 April 2025

2,000,000

1,800,000

(200,000)

(10.0)

ORCA Computing Holdings Ltd

10% CLN

7 August 2025

1,800,000

–

ORCA Computing Holdings Ltd

– A Ord shares

7 August 2025

199,979

–

Total

9,062,642

8,355,431

(707,211)

(7.8)

FOLLOW ON INVESTMENTS

Renalytix

9 October 2024

1,600,000

1,688,889

88,889

5.6

Equipmake Holdings

4 November 2024

1,000,000

666,667

(333,333)

(33.3)

Feedback

29 November 2024

900,000

472,500

(427,500)

(47.5)

SulNOx

11 December 2024

150,000

105,714

(44,286)

(29.5)

Aurrigo International

17 December 2024

400,000

363,636

(36,364)

(9.1)

Gelion

24 December 2024

272,000

362,667

90,667

33.3

Oxford Biodynamics

6 February 2025

600,000

540

(599,460)

(99.9)

Oberon Investments

18 February 2025

274,692

238,066

(36,626)

(13.3)

EDX Medical

26 March 2025

300,000

235,714

(64,286)

(21.4)

Verici DX

24 July 2025

496,343

645,246

148,903

30.0

Renalytix

26 September 2025

650,000

–

Total

6,643,035

5,429,639

(1,213,396)

(18.3)

A further follow-on investment of £1.0 million in Good Life Plus was made on 29 October 2025.

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

While the initial performance of the new investments has largely

been disappointing, the Investment Manager believes that each

of these companies has the potential to generate a signiﬁcant

contribution to long-term capital growth.

As a reminder, the Investment Manager is required, by virtue of

the strict investment rules surrounding Venture Capital Trusts,

to invest in businesses that are typically at an early stage in their

development. These rules do however increase the risk of

incurring capital losses, especially given that progress toward

sustainable proﬁtability is rarely straightforward. In testing macro-

economic conditions, such as those currently being experienced,

it is therefore unsurprising that some of the investments made in

recent years, have struggled to perform in share price terms.

Unquoted Investments

In line with the Company’s investment policy, Unicorn AIM

VCT plc has consistently taken advantage of its ability to invest in

select opportunities in unquoted companies. These investments

provide additional diversiﬁcation for Shareholders, may allow the

Company to initiate positions in businesses ahead of a potential

listing, and oﬀer exposure to compelling opportunities sourced

through the Investment Manager’s well-established network of

professional advisers and sector specialists.

Long-standing Shareholders will be familiar with the value

this strategy has delivered over time. The most notable recent

realisation was interactive investor ("ii"), originally invested in

during 2013 and sold in the 2021/22 ﬁnancial year, delivering a

return of 16.0x cost (proceeds of £55.1 million). This outcome

underscores the meaningful contribution that unquoted holdings

can make to long-term Shareholder returns.

While

the

investment

process

for

VCT-qualifying

unquoted companies shares many similarities with that for AIM-

quoted businesses, unquoted holdings can present unique

challenges—particularly in relation to valuation, due to the

absence of a readily observable market price.

All unquoted investments held by Unicorn AIM VCT plc are

valued in accordance with IFRS 13 ‘Fair Value Measurement’ and

the International Private Equity and Venture Capital Valuation

Guidelines ("IPEV Guidelines"). Valuations are reviewed quarterly

and are determined by the independent Directors of the

Company, in consultation with the Investment Manager, at formal

valuation meetings. For the ﬁnancial year 2024/25, the Board has

sought to enhance transparency by providing greater disclosure

on the valuation methodologies applied to the Company’s largest

unquoted holdings.

Valuation approaches vary depending on the investee company’s

maturity, ﬁnancial performance, and the availability of relevant

listed comparators. Commonly applied methodologies include

earnings or revenue multiples, discounted cash ﬂow ("DCF")

analysis, net asset value ("NAV") assessments, and calibration to

the most recent arm’s-length third-party transaction.

Set out below are the three largest unquoted investments

held by the Company, along with a summary of the valuation

methodology applied:

Hasgrove

Current Valuation:

£46.7 million

Valuation Methodology:

Hasgrove is valued on an Enterprise

Value to EBITDA multiple basis, reﬂecting the maturity, proﬁtability,

and strong recurring revenue proﬁle of its operating subsidiary,

Interact. As a Soﬅware-as-a-Service ("SaaS") business, a peer

group of listed soﬅware companies is used for benchmarking.

Forecast EBITDA is applied to the peer group multiple, with an

appropriate liquidity discount to reﬂect its private status. Given

the investment’s materiality within the portfolio, a secondary

valuation cross-check using Enterprise Value to Annual Recurring

Revenue ("EV/ARR") is also undertaken to corroborate the output

of the primary methodology and provide an added layer of

assurance.

ORCA Computing

Current Valuation:

£2.0 million

Valuation Methodology:

The valuation is based on the price

of the most recent third-party funding round, which took place

in August 2025, shortly aﬅer the Company’s investment. ORCA

is an early-stage business operating in the quantum computing

sector. As the company matures and ﬁnancial metrics become

more meaningful, future valuations may incorporate alternative

methodologies such as earnings multiples or be revised in light of

further funding rounds or corporate developments.

Investment Manager’s Review

(continued)

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Warwick Acoustics

Current Valuation:

£1.8 million

Valuation Methodology:

The valuation is based on the discounted

price of the most recent third-party funding round. Typically, a

transaction price from a recent corporate action is used as the

basis for the following quarter’s valuation and may continue to

subsequent periods in the absence of material developments.

Adjustments may be applied by the Board where there is credible

evidence of a change—positive or negative—in trading outlook

or operational performance.

Realisations

In aggregate, £2.1 million was raised from the partial disposal of

VCT qualifying shares during the period realising an aggregate

gain on book cost of £1.7 million. A further £6.2 million was received

in net proceeds from three VCT qualifying investments, which

were fully disposed of because of M&A activity. These corporate

exits realised an aggregate gain on book cost of £2.9 million. In

addition, a total of £0.6 million was received from the liquidation

and earn out proceeds of two VCT qualifying companies, which

had been written down to zero, therefore realising a gain of

£0.6 million.

The largest corporate exit was Keywords Studios, generating net

proceeds of £6.0 million and a realised capital gain on remaining

book cost of £5.7 million. Other corporate takeovers of VCT

qualifying investments, which completed during the twelve-

month period included Kingswood Holdings and Syndicate Room

Group. In aggregate, these two additional exits generated net

proceeds of £0.2 million and realised a capital loss of £2.8 million

on book cost.

Partial and full disposals of shares held in non-qualifying companies

(excluding monies held in money-market funds for liquidity

management purposes) generated aggregate net proceeds of

£4.9 million and realised a capital gain on book cost of £0.5 million.

Outlook

The starting point for the new ﬁnancial year is more favourable

than it has been for some time. Inﬂation is lower, the path

for interest rates is clearer and credit availability for good

quality issuers remains sound. If investor ﬂows even modestly

normalise, the unusually wide valuation gap in small and mid-

sized companies has scope to narrow at pace.

Tariﬀs will continue to create bouts of volatility, but experience

through the year suggests that companies adapt. Diversiﬁed

sourcing,

greater

use

automation

and

ﬁrm

control

pricing and costs are already visible responses. Areas tied to

re-industrialisation,

defence,

infrastructure

investment

and

productivity should see sustained demand.

Fiscal policy is likely to remain steady and predictable, with an

emphasis on credibility and practical measures that help unlock

private investment in planning, housing and infrastructure.

Combined with expected lower interest rates, the operating

backdrop for the next couple of years looks more supportive than

it has been.

A stabilisation in fund ﬂows would broaden participation and

improve price discovery in smaller quoted AIM companies.

The FCA’s listing and prospectus changes are a signal of intent

rather than an immediate driver, but they should support

capital formation over time. Meanwhile, take private activity and

disciplined buybacks are already addressing clear valuation gaps.

Our approach is unchanged. We back well managed, ﬁnancially

robust companies with durable competitive advantages and

clear capital allocation disciplines. Short periods of volatility

are possible, but starting valuations, an improving monetary

backdrop and active corporate buyers tilt the balance of risks in

favour of patient investors in UK equities.

A sustained recovery in the AIM Initial Public Oﬀering ("IPO")

market is taking longer than previously expected. However,

VCT qualifying pipeline opportunities, including follow-ons,

remain satisfactory in terms of both quantity and quality. As a

reminder, the Investment Manager’s approach to raising new

capital through Oﬀers for Subscription has always been prudent.

This cautious approach will remain in place, thereby allowing

us to maintain a selective approach when considering new VCT

qualifying investment opportunities.

We remain conﬁdent in the potential for signiﬁcant capital growth

from the existing investment portfolio over the longer term and

are cautiously optimistic about prospects for an improvement in

investor sentiment during the current ﬁnancial year.

Unicorn Asset Management Limited

4 December 2025

Investment Manager’s Review

(continued)

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Top Ten Investments (by Value)

at 30 September 2025 with prior year comparative values

30 September 2025

30 September 2024

Book

cost

£'000

Valuation

£'000

% of net

assets by

value

Book

cost

£'000

Valuation

£'000

% of net

assets by

value

Hasgrove*

1,277

46,651

24.0

1,277

40,306

20.2

Cohort

1,156

15,752

8.1

1,278

11,376

5.7

Anpario

1,423

9,138

4.7

1,423

6,248

3.1

Avingtrans

996

8,300

4.3

1,864

7,979

4.0

The Property Franchise Group

1,883

7,660

3.9

2,202

6,308

3.2

Tracsis

1,500

6,682

3.4

1,500

8,910

4.5

Tristel

878

5,887

3.0

878

6,411

3.2

Royal London Short-Term Money Market Fund

Y Income (OEIC)

5,749

5,753

3.0

4,994

5,007

2.5

BlackRock Cash Fund Class D Income (Unit Trust)

5,755

5,745

3.0

5,086

5,089

2.5

Animalcare Group

2,401

3,877

2.0

2,401

3,844

1.9

Total

23,018

115,445

59.4

22,903

101,478

50.8

* Unquoted.

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Investment Portfolio Summary

at 30 September 2025

Year ﬁrst

invested

Book

cost

£'000

Value

£'000

Market sector

% of net

assets by

value

% of

equity

held

% of

equity

managed

by UAML*

QUALIFYING AIM QUOTED INVESTMENTS

Cohort

Provision of a wide range of technical services to

clients in the defence and security sectors

2006

1,156

15,752

Aerospace & defence

8.1

2.4

2.5

Anpario

Manufacturer of natural feed additives for global

agricultural markets

2006

1,423

9,138

Pharmaceuticals &

biotechnology

4.7

9.1

Avingtrans

Provision of precision engineering services

2004

996

8,300

Industrial engineering

4.3

5.0

5.5

The Property Franchise Group

Residential property lettings and sales

2015

1,883

7,660

Real estate investment

& services

3.9

2.0

Tracsis

Developer and supplier of resource optimisation

and data capture technologies to the transport

industry

2007

1,500

6,682

Soﬅware & computer

services

3.4

5.6

Tristel

Manufacturer of contamination and infection

control products

2009

878

5,887

Healthcare providers

3.0

3.4

4.0

Animalcare Group

Specialist veterinary pharmaceuticals and animal

health products

2007

2,401

3,877

Pharmaceuticals &

biotechnology

2.0

2.4

AB Dynamics

Designer, manufacturer and supplier to the

global automotive industry of advanced

testing and measurement products for vehicle

suspension, brakes and steering

2016

792

3,575

Industrial engineering

1.8

1.1

1.3

Idox

Information and knowledge management

soﬅware

2007

1,242

3,496

Soﬅware & computer

services

1.8

1.4

Aurrigo International

An international provider of transport

technology solutions

2022

4,858

3,428

Technology hardware

& equipment

1.8

9.6

Oberon Investments Group**

A boutique ﬁnancial institution providing a

personalised wealth management service for

retail and professional clients and corporate

broking services for small and mid-cap

companies.

2023

2,499

2,655

Financial services

1.4

8.7

Avacta Group

Developer of protein based reagents for

research and diagnostics

2018

932

2,537

Pharmaceuticals &

biotechnology

1.3

1.1

Renalytix

A developer of artiﬁcial intelligence enabled

diagnostic solutions

2018

3,675

2,451

Healthcare providers

1.3

6.4

Pulsar Group

Compliance soﬅware solutions for the public

and private sectors

2004

3,159

2,413

Soﬅware & computer

services

1.2

4.8

SulNOx Group**

The development and marketing of fuel

emulsiﬁers and conditioners.

2021

1,741

2,253

Chemicals

1.2

4.6

* Unicorn Asset Management Limited.

** Listed on Aquis Exchange.

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Investment Portfolio Summary

(continued)

at 30 September 2025

Year ﬁrst

invested

Book

cost

£'000

Value

£'000

Market sector

% of net

assets by

value

% of

equity

held

% of

equity

managed

by UAML*

Windar Photonics

A leading manufacturer of cost-eﬃcient LiDAR-

based optimisation solutions to the global wind

energy industry

2024

1,170

1,784

Electronic & electrical

equipment

0.9

3.0

Ilika

A pioneer in solid state battery technology,

enabling solutions for applications such as

Industrial IoT, MedTech and EV

2020

1,528

1,423

Electronic & electrical

equipment

0.7

1.8

SkinBioTherapeutics

A life science company focused on skin health

2023

1,500

1,184

Pharmaceuticals &

biotechnology

0.6

3.1

Equipmake Holdings**

A UK-based technology company, which has

developed a range of electriﬁcation products for

the provision of electric vehicle drivetrains

2024

2,500

1,167

Technology hardware

& equipment

0.6

5.2

EDX Medical Group**

Develops innovative digital diagnostic products

and services for the personalised treatment for

cancer, heart disease and infectious diseases

2024

1,300

1,152

Pharmaceuticals &

biotechnology

0.6

2.8

Concurrent Technologies

Designer and manufacturer of high

performance processor based solutions for use

in critical embedded applications

2016

275

1,110

Technology hardware

& equipment

0.6

PCI-PAL

A leading world-wide provider of payment

card industry compliance solutions for contact

centres

2018

1,023

1,110

Soﬅware & computer

services

0.6

3.1

Fusion Antibodies

A contract research organisation that oﬀers a

range of antibody engineering services for all

stages of therapeutic and diagnostic antibody

development

2017

1,410

1,088

Healthcare providers

0.6

5.6

Arecor Therapeutics

A globally focused biopharmaceutical

companytransforming patient care by bringing

innovative medicines to market through the

enhancement of existing therapeutic products

2021

2,778

1,019

Pharmaceuticals &

biotechnology

0.5

3.2

Directa Plus

Producer and supplier of graphene-based

products for use in consumer and industrial

products

2016

5,250

943

Chemicals

0.5

9.0

Verici DX

Developer of tests to understand how a patient

will and is responding to organ transplant

2020

3,621

778

Pharmaceuticals &

biotechnology

0.4

7.9

Huddled Group

Provider of ‘out of home’ virtual reality

experiences

2018

2,250

758

Electronic & electrical

equipment

0.4

7.4

Feedback

A specialist technology company providing

innovative soﬅware and systems to beneﬁt those

working in the ﬁeld of medical imaging

2020

4,900

727

Medical equipment &

services

0.4

15.8

* Unicorn Asset Management Limited.

** Listed on Aquis Exchange.

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Investment Portfolio Summary

(continued)

at 30 September 2025

Year ﬁrst

invested

Book

cost

£'000

Value

£'000

Market sector

% of net

assets by

value

% of

equity

held

% of

equity

managed

by UAML*

Quantum Base Holdings

Focused on the development and application of

its patented Q-ID solution

2025

750

714

Industrial support

services

0.4

5.1

Oxford Biodynamics

A global biotech company advancing

personalised healthcare by developing &

commercialising precision medicine tests for

life-changing diseases.

2022

4,098

653

Pharmaceuticals &

biotechnology

0.3

7.4

Gelion

Developer of the next generation of safe

stationary storage technology to maximise solar

and wind energy

2022

2,172

625

Electronic & electrical

equipment

0.3

1.8

Eden Research

Develops and supplies innovative biopesticide

products and natural microencapsulation

technologies to the global crop protection,

animal health and consumer products industries

2023

1,500

600

Chemicals

0.3

4.3

Young & Co

Owner and occupier of pubs located in cities

and major towns in the South including London

2024

745

537

Travel & leisure

0.3

0.2

0.7

RC Fornax

An established, highly accredited engineering

consultancy

2025

1,302

481

Aerospace & defence

0.3

7.0

Netcall

Creates, maintains and supports a full range of

communication soﬅware tailored to both the

public and private sectors

2016

192

469

Soﬅware & computer

services

0.2

Ixico

A global leader in neuroscience imaging and

biomarker analytics

2024

341

466

Pharmaceuticals &

biotechnology

0.2

3.9

Surface Transforms

Developer and producer of carbon-ceramic

brakes

2016

3,164

445

Automobiles & parts

0.2

1.4

Vianet

Provision of real-time monitoring systems and

data management services

2006

725

431

Soﬅware & computer

services

0.2

2.2

Tan Delta Systems

Provider of real-time oil condition analysis that

optimises maintenance and reduces operating

costs.

2023

504

368

Electronic & electrical

equipment

0.2

2.7

Nexteq

Designer and manufacturer of advanced

hardware and soﬅware solutions for the pay-to-

play gaming and slot machine industry

2016

648

340

Technology hardware

& equipment

0.2

0.7

Synectics

Designer of end-to-end integrated security and

surveillance solutions

2016

110

285

Industrial support

services

0.1

0.6

XP Factory

Global provider of live 'escape the room'

experiences

2017

2,000

285

Travel & leisure

0.1

1.3

1.9

Incanthera**

Dermatology and oncology therapeutics

company focusing on discovery and

development of targeted solutions

2024

1,960

261

Pharmaceuticals &

biotechnology

0.1

9.5

* Unicorn Asset Management Limited.

** Listed on Aquis Exchange.

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Investment Portfolio Summary

(continued)

at 30 September 2025

Year ﬁrst

invested

Book

cost

£'000

Value

£'000

Market sector

% of net

assets by

value

% of

equity

held

% of

equity

managed

by UAML*

Hardide

Advanced tungsten carbide based metal

coatings for internal and external surfaces

2014

2,054

223

Chemicals

0.1

4.0

Touchstar

Development and supply of rugged, hand-held

data capture devices to the logistics sector

2005

337

217

Technology hardware

& equipment

0.1

3.6

Futura Medical

Experts in topical formulations and transdermal

delivery and have developed an advanced

proprietary transdermal technology

2021

2,300

190

Pharmaceuticals &

biotechnology

0.1

1.9

Polarean Imaging

Manufacturer and service provider for noble gas

polariser devices and ancillary instruments with

special focus on pulmonary imaging

2021

2,257

172

Medical equipment &

services

0.1

3.2

Chesterﬁeld Special Cylinders (formerly

Pressure Technologies)

Manufacturer of high pressure cylinders

2007

1,140

170

General industrials

0.1

1.5

Soﬅware Circle

Franchised high street print shops

2004

231

169

Consumer services

0.1

0.2

Diales

Provision of specialist commercial, project

planning and dispute resolution services to the

construction industry

2006

552

164

Industrial support

services

0.1

2.0

Engage XR

A virtual/augmented reality soﬅware ﬁrm

dedicated to changing how educational content

and corporate training are provided and

consumed globally

2018

2,084

152

Soﬅware & computer

services

0.1

3.6

Surgical Innovations Group

Designer and manufacturer of minimally

invasive surgical instruments

2007

436

142

Medical equipment &

services

0.1

2.8

PHSC

Health & Safety consultancy and training

2007

253

125

Industrial support

services

0.1

12.2

Abingdon Health

Developer and manufacturer of high-quality

rapid lateral ﬂow tests across all industry sectors,

including healthcare and COVID-19

2020

1,851

110

Medical equipment &

services

0.1

1.0

Cambridge Nutritional Sciences

Medical diagnostics company focused on

allergy, food intolerance and infectious disease

2010

444

104

Medical equipment &

services

0.1

1.6

Creo Medical

A medical device company focused on the

emerging ﬁeld of surgical endoscopy, a recent

development in minimally invasive surgery.

2018

1,000

Medical equipment &

services

0.1

0.2

Angle

Developer of products for use in rare cell

diagnostics that enable early, accurate

identiﬁcation of an individual’s condition for the

prevention, treatment, and monitoring of disease

2018

1,385

Pharmaceuticals &

biotechnology

–

0.9

Dillistone Group

Provider of soﬅware services to the executive

recruitment industry

2006

356

Soﬅware & computer

services

–

6.3

* Unicorn Asset Management Limited.

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Investment Portfolio Summary

(continued)

at 30 September 2025

Year ﬁrst

invested

Book

cost

£'000

Value

£'000

Market sector

% of net

assets by

value

% of

equity

held

% of

equity

managed

by UAML*

Trellus Health

Provider of quality and expert-driven personalised

care for people

with chronic conditions

2021

2,500

Healthcare providers

–

3.9

Metir (formerly Microsaic Systems)

A high technology company which develops

point-of-need mass spectrometers, focussed on

early drug development and life science markets

2018

2,175

Electronic & electrical

equipment

–

0.7

Getech Group

A leading petroleum and minerals consultancy

2016

188

Oil, gas & coal

–

0.4

Earnz

Development and production of lightweight,

ﬂexible solar panels

2020

1,500

Alternative energy

–

0.1

Zoo Digital

Provider of soﬅware services to the media,

entertainment and publishing industries

2016

Soﬅware & computer

services

–

RUA Life Sciences

Intellectual property holding company of

biomedical polymer technology, components

and medical devices

2016

Pharmaceuticals &

biotechnology

–

0.1

Cloudiﬁed Holdings

Provider of proactive cyber defence, intelligence

and technology

2018

1,500

Industrial support

services

–

2.2

Genedrive

Developing and commercialising a low cost,

rapid, versatile point-of-need diagnostics

platform for the diagnosis of infectious diseases

2016

706

Pharmaceuticals &

biotechnology

–

0.1

Distil

Owner and supplier of gin, vodka and liquer brands

2016

Beverages

–

104,116

103,536

53.3

QUALIFYING FULLY LISTED INVESTMENTS

MaxCyte

Developer of cell engineering platforms based

on Flow Electroporation technology

2016

2,926

2,917

Pharmaceuticals &

biotechnology

1.5

2.3

2,926

2,917

1.5

QUALIFYING UNQUOTED INVESTMENTS

Hasgrove

Digital marketing and communication services

2006

1,277

46,651

Media

24.0

25.9

Warwick Acoustics

Creates headphone and car audio products

2025

2,000

1,800

Technology hardware

& equipment

0.9

5.9

ORCA Compting Holdings Limited – Loan Stock

Developer of full-stack photonic quantum

computers

2025

1,800

Technology hardware

& equipment

0.9

N/A

Good Life Plus

A subscription service oﬀering members the

chance to win luxury prizes

2024

1,500

1,110

Soﬅware & computer

services

0.6

6.7

Phynova

A life science company that develops and

commercialises natural healthcare products

2018

1,500

852

Pharmaceuticals &

biotechnology

0.4

5.3

* Unicorn Asset Management Limited.

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Investment Portfolio Summary

(continued)

at 30 September 2025

Year ﬁrst

invested

Book

cost

£'000

Value

£'000

Market sector

% of net

assets by

value

% of

equity

held

% of

equity

managed

by UAML*

Heartstone Inns

A group of individual Free Houses each with a

distinct character in locations across Southern

England

2014

1,112

587

Travel & leisure

0.3

7.6

Gama Aviation

Operator of privately owned passenger jet

aircraﬅ

2010

760

293

Industrial

transportation

0.2

1.2

nkoda Limited

Online provider of sheet music by subscription

2018

2,496

225

Soﬅware & computer

services

0.1

10.5

ORCA Compting Holdings Limited

Developer of full-stack photonic quantum

computers

2025

200

Technology hardware

& equipment

0.1

1.2

LightwaveRF

A pioneer of the smart home technology sector

2017

2,616

167

Technology hardware

& equipment

0.1

9.9

LungLIfe AI

A diagnostic company focused on the early

detection of lung cancer from a simple blood

draw enhanced by artiﬁcial intelligence

2021

3,835

122

Pharmaceuticals &

biotechnology

0.1

12.7

Merit Group

Media group focused on political

communication, training and publishing

2003

1,176

Media

–

0.9

Saietta Group

An engineering company specialising in

propulsion motors for a broad range of electric

vehicles

2021

3,151

–

Automobiles & parts

–

1.8

Totally

Delivery of care solutions to individuals, business

or public bodies

2015

3,106

–

Healthcare providers

–

2.9

Destiny Pharma

A clinical phase biotechnology company

dedicated to the development of novel anti-

infectives with a focus on infection prevention.

2020

2,500

–

Pharmaceuticals &

biotechnology

–

4.3

Oncimmune Holdings

An immunodiagnostics developer, primarily

focused on the growing ﬁelds of immuno-

oncology, autoimmune disease and infectious

diseases

2021

2,088

–

Pharmaceuticals &

biotechnology

–

1.0

Tribe Technology

A disruptive developer and manufacturer of

autonomous mining equipment

2023

2,000

–

Industrial engineering

–

8.3

Bonhill Group

Media and events company docused on the

ﬁnancial and technology sectors

2007

1,812

–

Finance & credit

services

–

1.9

Trackwise Designs

Manufacturer, to customer speciﬁcation,

of specialist products using printed circuit

technology

2018

1,750

–

Technology hardware

& equipment

–

0.3

Tribe Technologies – Loan stock

A disruptive developer and manufacturer of

autonomous mining equipment

2024

600

–

Industrial engineering

–

N/A

* Unicorn Asset Management Limited.

In administration.

In liquidation.

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Year ﬁrst

invested

Book

cost

£'000

Value

£'000

Market sector

% of net

assets by

value

% of

equity

held

% of

equity

managed

by UAML*

Brighton Pier Group

Owner and operator of Brighton Pier and of

premium bars across the UK

2013

426

–

Travel & leisure

–

0.7

Kellan Group

A recruitment business operating across a wide

range of functional disciplines and industry sectors

2016

–

Industrial support

services

–

0.3

Miroma Holdings

Film and live entertainment advertising,

marketing and display agencies

2016

–

Media

–

37,718

53,859

27.7

TOTAL QUALIFYING INVESTMENTS

144,760

160,312

82.5

NON-QUALIFYING INVESTMENTS

Royal London Short-Term Money Market Fund

Y Income (OEIC)

2025

5,749

5,753

OEIC

3.0

N/A

BlackRock Cash Fund Class D Income (Unit Trust)

2025

5,755

5,745

Unit Trust

3.0

N/A

Unicorn Ethical Fund (OEIC) Income

2016

4,483

3,257

OEIC

1.7

N/A

NON-QUALIFYING FULLY LISTED INVESTMENTS

Babcock International

2017

2,490

3,655

Aerospace & defence

1.9

0.1

Lloyds Banking Group

2018

2,588

3,184

Banks

1.6

–

Primary Health Properties

2024

3,016

2,712

Real estate investment

trusts

1.4

0.1

0.6

Londonmetric Property

2024

3,030

2,636

Real estate investment

trusts

1.3

0.1

0.3

Unilever

2024

1,963

2,200

Personal care, drug &

grocery stores

1.1

–

Schroders

2024

2,378

2,162

Investment banking &

brokerage services

1.1

–

0.1

Diageo

2024

2,975

1,899

Beverages

1.0

–

Cizzle Biotechnology Holdings

2014

747

Pharmaceuticals &

biotechnology

–

NON-QUALIFYING AIM QUOTED INVESTMENTS

Dillistone Group

2006

580

Soﬅware & computer

services

–

6.3

TOTAL NON-QUALIFYING INVESTMENTS

35,754

33,266

17.1

TOTAL INVESTMENTS

180,514

193,578

99.6

Current assets

3,073

1.6

Current liabilities

(2,290)

(1.2)

NET ASSETS

194,361

100.0

* Unicorn Asset Management Limited.

Investment Portfolio Summary

(continued)

at 30 September 2025

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Unquoted Investments Summary

at 30 September 2025

Company

Value

£'000

% of

net assets

by value

£'000

Valuation

Basis

Date of

Latest

Accounts

Turnover

£'000

Proﬁt/(loss)

Before Tax

£'000

Net assets/

(liabilities)

£'000

Hasgrove

46,651

24.0

Earnings multiple

31 Dec '24

42,401

11,817

20,032

Warwick Acoustics

1,800

0.9

Recent transaction

30 Sep '24

N/A

12,475

ORCA Computing Holdings Ltd

10.0% CLN

1,800

0.9

Recent transaction

N/A

Good Life Plus

1,110

0.6

Recent transaction

31 Jan '25

3,788

(4,209)

(324)

Phynova

852

0.4

Earnings multiple

31 Dec '24

N/A

(5,816)

Heartstone Inns

587

0.3

Net asset value

29 Dec '24

10,278

141

15,281

Gama Aviation

293

0.2

Earnings multiple

31 Dec '24

172,242

3,388

52,708

nkoda Limited

225

0.1

Earnings multiple

30 Sep '24

N/A

2,040

ORCA Computing Holdings Ltd

200

0.1

Recent transaction

31 Dec '24

N/A

3,648

LightwaveRF

167

0.1

Recent transaction

31 Dec '23

N/A

12,477

LungLife AI

122

0.1

Recent transaction

31 Dec '23

(4,016)

5,878

Merit Group

–

Recent transaction

31 Mar '24

19,895

884

31,858

Bonhill Group

–

Full provision

31 Dec '22

14,913

(6,271)

7,430

Brighton Pier Group

–

Full provision

24 Dec '23

34,761

(8,818)

18,017

Destiny Pharma

–

Full provision

31 Dec '23

832

(6,446)

9,189

Kellan Group

–

Full provision

31 Dec '23

22,103

601

3,633

Miroma Holdings

–

Full provision

30 Jun '24

275,666

6,532

39,148

Oncimmune Holdings

–

Full provision

31 Aug '24

2,739

(3,975)

(2,399)

Saietta Group

–

Full provision

31 Mar '23

2,103

(20,428)

29,189

Totally

–

Full provision

31 Mar '24

106,678

(3,865)

33,730

Trackwise Designs

–

Full provision

31 Dec '21

8,011

(1,976)

24,451

Tribe Technology

–

Full provision

N/A

Tribe Technology – Loan stock

–

Full provision

N/A

The valuations of the unquoted portfolio are reviewed quarterly as discussed on page 54.

In administration.

In liquidation.

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

The Company is registered in England and Wales as a Public

Limited Company

(registration

number

04266437) and

approved as a Venture Capital Trust ("VCT") under section 274 of

the Income Tax Act 2007 (the “ITA”). In common with many other

VCTs, the Company revoked its status as an investment company

as deﬁned in section 266 of the Companies Act 1985 on 17 August

2004, to make it possible to pay dividends from capital. A

summary of the VCT regulations is shown on page 89.

The Company’s shares are listed on the London Stock Exchange

main market under the code UAV and ISIN GB00B1RTFN43.

The Company is an externally managed fund with a Board

currently comprising four non-executive Directors. Investment

management and operational support are outsourced to external

service providers, with the strategic and operational framework

and key policies set and monitored by the Board as described

in the diagram below. Further information on the service

providers is outlined in the Corporate Governance Statement on

pages 51 and 52.

The Board has overall responsibility for the Company’s aﬀairs

including the determination of its investment policy. Risk is

spread by investing in a number of diﬀerent businesses across

diﬀerent industry sectors. The Investment Manager is responsible

for managing sector and stock speciﬁc risk and the Board does

not impose formal limits in respect of such exposures. However,

in order to maintain compliance with HMRC rules for VCTs and to

ensure that an appropriate spread of investment risk is achieved,

the Board receives and reviews comprehensive reports from the

Investment Manager on a monthly basis. When the Investment

Manager proposes to make or sell any investment in unlisted

securities, the prior approval of the Board is required.

A summary of the relationship between the Board, the

Company’s Shareholders and external service providers is

depicted below:

The Company and its Business Model

Investors

Primarily retail.

Aged over 18.

Resident in UK.

The Company

Board of Independent Non-Executive Directors

Responsible for setting and monitoring

investment and other key policies.

CAPITAL

DIVIDEND DISTRIBUTIONS

AND SHARE BUYBACKS

OPERATIONS

OUTSOURCED

Company Secretary and Administrator

ISCA Administration Services Limited

Investment Manager

Unicorn Asset Management Limited

Responsible for implementing the

Investment Policy and identifying

suitable investments and realisations.

Registrar

The City Partnership (UK) Limited

Custodian

Bank of New York – London Branch

Broker

Panmure Liberum Limited

Investee Companies

Predominantly AIM Quoted.

Display characteristics set out

in Investment Policy.

OPERATIONS

OUTSOURCED

INFORMATION

VCT Tax Adviser

Philip Hare and Associates LLP

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

In order to achieve the Company’s investment objective, the

Board has agreed an investment policy which requires the

Investment Manager to identify and invest in a diversified

portfolio, predominantly of VCT qualifying companies quoted

on AIM that display a majority of the following characteristics:

•

experienced and well-motivated management;

•

products and services supplying growing markets;

•

sound operational and financial controls; and

•

potential for good cash generation, in due course,

to finance ongoing development and support for a

progressive dividend policy.

Asset allocation and risk diversification policies, including

maximum exposures, are to an extent governed by prevailing

VCT legislation. No single holding may represent more than

15% (by VCT value) of the Company’s total investments and

cash, at the date of investment.

There are a number of VCT conditions which need to be met

by the Company which may change from time to time. The

Investment Manager will seek to make qualifying investments

in accordance with such requirements.

Asset mix

Where capital is available for investment while awaiting

suitable

VCT

qualifying

opportunities,

excess

of the 80% VCT qualification threshold for accounting

periods commencing after 6 April 2019, it may be held in cash

or invested in money market funds, collective investment

vehicles or non-qualifying shares and securities of fully

listed companies registered in the UK.

Borrowing

To date the Company has operated without recourse to

borrowing. The Board may, however, consider the possibility

of introducing modest levels of gearing up to a maximum of

10% of the adjusted capital and reserves, should circumstances

suggest that such action is in the interests of Shareholders.

The effect of any borrowing is discussed further on page 42

under "AIFMD".

Investment Objective

The

Company’s

investment

objective

provide

Shareholders with an attractive return from a diversified

portfolio of investments, predominantly in the shares of AIM

quoted companies, by maintaining a steady flow of dividend

distributions to Shareholders from the income as well as

capital gains generated by the portfolio.

It is also the objective that the Company should continue to qualify

as a Venture Capital Trust, so that Shareholders beneﬁt from the

taxation advantages that this brings. To achieve this, at least 80%

for accounting periods commencing aﬅer 6 April 2019 of the

Company’s total assets are to be invested in qualifying investments

of which 70% by VCT value must be in ordinary shares which carry

no preferential rights (save as permitted under VCT rules) to

dividends or return of capital and no rights to redemption.

Investment Policy

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

The Board sets the Company’s policies and objectives and ensures that its obligations to Shareholders are met. Besides the Investment

Policy already referred to, the other key policies set by the Board are outlined below.

Dividend policy

The Board remains committed to a policy of maintaining a steady

ﬂow of dividend distributions to Shareholders from the income

and capital gains generated by the portfolio.

The Company has paid several special dividends to Shareholders

since 2022 from the proceeds on disposal of qualifying holdings.

The Board will consider special dividends as a means of

distributing gains on signiﬁcant realisations.

The ability to pay dividends and the amount of such dividends is

at the Board's discretion and is inﬂuenced by the performance of

the Company’s investments, available distributable reserves and

cash, as well as the need to retain funds for further investment and

payment of ongoing fees and expenses.

Details of the Company's Dividend Reinvestment Scheme are

outlined on page 86.

Share buybacks and discount policy

The Board believes that it is in the best interests of the Company

and its Shareholders to make market purchases of its shares from

time to time.

There are three main advantages to be gained from maintaining a

ﬂexible approach to share buybacks; namely:

1. Regular share buybacks provide a reliable mechanism

through which Shareholders can realise their investment

in the Company, rather than being reliant on a very limited

secondary market.

2. Share buybacks, when carried out at a discount to

underlying net assets, modestly enhance NAV per share

for continuing Shareholders.

Implementing share buybacks on a regular basis helps to

manage the discount to NAV.

The Board decides the level of discount to NAV at which shares

will be bought back and keeps this under regular review. The

Board seeks to maintain a balance between the interests of those

wishing to sell their shares and continuing Shareholders.

The Company has continued to buy back shares for cancellation

at various points throughout the ﬁnancial year in accordance with

the above policy. Details of the shares purchased for cancellation

are shown on page 77. At the ﬁnancial year end, the Company’s

shares were quoted at a mid price of 76.50 pence per share

representing a discount to NAV per share of 15.3%.

The Board intends to continue with the above share buyback

policy. Any future repurchases will be made in accordance with

guidelines established by the Board from time to time and will be

subject to the Company having the appropriate authorities from

Shareholders and suﬃcient funds available for this purpose. Share

buybacks will also be subject to prevailing market conditions,

Market Abuse Rules and any other applicable law at the relevant

time. Shares bought back are cancelled.

Key Policies

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

The Directors of the Company are required under the Companies

Act 2006 ("the Act") to act in a way that they consider is in good

faith to promote the success of the Company for the beneﬁt of its

members, the Shareholders. Furthermore, under s172 of the Act,

the Directors should consider other stakeholder groups and any

long-term consequences of decisions made. Stakeholders for

consideration would be employees (if any), third-party service

providers,

suppliers,

customers

and

others.

When

making

decisions the Directors should take into account the needs of each

of these stakeholders, whilst recognising that some stakeholders

may have conﬂicting priorities. It is acknowledged that not all

decisions made can be to the beneﬁt of all stakeholder groups.

Like similar Venture Capital Trusts and Investment Companies,

the Company does not have any employees or customers and

relies on a number of third-party providers of services such

as the Investment Manager, the Administrator, the Custodian

and the Registrar to maintain its operations. The Company

takes into account the regulations applicable to the market in

which it operates and has regard to the environment and the

wider community in which it operates.

Every month, and at each Board meeting, the Directors receive

and review a summary of the performance of the Company

in relation to meeting the Company’s investment objective.

Key representatives of the Investment Manager attend Board

meetings to report directly to the Board and answer any

questions raised. The ﬁnancial performance is reviewed against

the Key Performance Indicators as set by the Board and compared

to competitors in its peer group. Compliance with existing legal

and regulatory requirements is reviewed, together with any new

regulations that are to be introduced in the future or are being

proposed. Any new regulations are discussed and their potential

impact on the Company and its stakeholders assessed. The

Directors receive updates from the Company's Broker, and the

Company Secretary on the share trading activity and share price

performance including the discount to Net Asset Value.

The Board considers the following:

•

the likely consequences of any decisions in the long-term;

•

the need to foster the Company’s business relationships

with service suppliers;

•

the

impact

the

Company’s

operations

the community and environment;

•

the desirability of the Company maintaining a reputation

for high standards of business conduct, and

•

the need to act fairly as between Shareholders of the

Company.

This is undertaken through:

Engaging with Shareholders

The Board recognises the importance of and is committed

to understanding the views of Shareholders and maintaining

communication with its Shareholders in the most appropriate

manner.

Annual General Meeting

The Company encourages all Shareholders

to attend and

participate at its AGM. Whilst the formal business is the primary

purpose of the meeting, members of the Board are available to

answer questions directly from Shareholders.

Full details of the AGM arrangements are shown in the Directors'

Report on pages 42 to 44.

Published Reports

The Company produces the Annual Report and Financial

Statements which are posted to all Shareholders who have

requested to receive hard copies and made available to others

through the Company’s website. To further reduce the impact

of printing and posting material to Shareholders the Company

no longer prints the Half-Yearly Report, however copies will be

available to view and download from the Company’s website.

Shareholders who have notiﬁed the Registrar of their email

address will be notiﬁed of the publication of the Half-Yearly

Report. The publication of these reports is considered the

prime method of communication with Shareholders and other

readers of the reports and provides detailed information on the

portfolio, performance over the period and an assessment of the

outlook for the Company. Reports from the various committees

of the Board are included, as are descriptions of the Company’s

corporate

governance

arrangements. Whilst

the

structure

and layout of these reports is oﬅen prescribed by regulatory

requirements the Board seeks to ensure that the report is

readable and is mindful that it should be fair, balanced and

understandable. The Company produces a Key Information

Document ("KID") and has engaged a third party supplier to

monitor and update this document as necessary.

Shareholder enquiries

Shareholders can contact the Company or any of its Directors

through the Company Secretary or by post to the Registered

Oﬃce

address.

Although

the

Directors

are

Non-Executive

and therefore not available full time, with the assistance of the

Company Secretary they seek to maintain open communications

with Shareholders. Should Shareholders wish to contact the

Board they should initially contact the Company Secretary. If

Shareholders have concerns which have failed to be resolved

Section 172(1) Statement

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

through the Chair or Investment Manager, or where such contact

may be inappropriate, they may contact the SID through the

Company Secretary.

The enquiries this year have covered topics such as the fall in

share price and NAV, the share price discount to NAV, and the

decision to withhold dividends from Shareholders who have not

provided information to enable them to be sanction-checked.

The Directors discuss these matters at Board meetings and take

action where they feel it is appropriate to do so.

Other Stakeholders

Investee Companies

The Company’s performance is dependent upon the performance

of its underlying investee companies. The Investment Manager

seeks to identify companies in which long term investments

can be made. In addition, the Investment Manager does not

seek, nor have, board representation in any of the Company's

investee companies. For these reasons, it is particularly important

that communication between the Investment Manager and the

management teams of the Company's investee companies is both

eﬀective and regular in nature.

Key Suppliers

The Board recognises the key relationship the Company has with

its Investment Manager and its importance to the overall success

of the Company. Representatives of the Investment Manager

attend all Board meetings and are in regular contact with the

Directors outside formal meetings, to ensure that communication

is maintained.

The Company Secretary and Administrator, ISCA Administration

Services Limited ("ISCA"), is oﬅen the primary contact point

for

ﬁnancial

advisers

and

stakeholders

the

Company.

Regular communication is maintained between ISCA and the

Directors, in order to share up-to-date information concerning

the Company.

Other Suppliers

As stated above the Company relies on the provision of outside

parties to operate and has engaged with a number of third parties

to run its aﬀairs and meet its regulatory obligations. The Board

and its Committees undertake a review of all the key third party

suppliers at least annually to ensure that they are providing the

Company with the required level of service. This included visits to

the Company Secretary and Investment Manager and conference

calls with the Custodian and Registrar.

Following a review of service providers Philip Hare and Associates

LLP were appointed as the VCT tax advisers in March 2025.

Regulators

The Company operates in an environment that is governed by

legal and regulatory requirements, which prescribe what the

Company can undertake and how it can operate. The Board

recognises that these restrictions are in place to protect the

Company's stakeholders, including the government which

provides tax incentives to investors in the Company. The

tightening of the State Aid regulations from April 2019 has

resulted in a necessary shiﬅ towards earlier stage investments

in order to maintain Shareholders' tax advantages. The State Aid

regulations have been extended and will expire in April 2035.

Environment and Community

As the Company does not have any employees nor any

physical oﬃce environment of its own it has little direct

impact on the community or the environment. In relation

to the Company’s own practices the Company encourages

electronic communication to reduce paper usage, has withdrawn

its dividend by cheque service and the printing of the Half-Yearly

Report, and has taken advantage at times of electronic meetings.

Where we are required to print Annual Reports we will use recycled

paper and oﬀset our carbon footprint by supporting recognised

carbon oﬀset projects.

With the exception of the Company's unquoted investments our

Investment Manager has a discretionary mandate to invest on the

Company's behalf and we are therefore reliant on its processes

and practices to deliver the policy. The Investment Manager

has a developed Environmental, Social and Governance ("ESG")

process, is a signatory to UN Principles of Responsible Investing

("UNPRI") and the Net Zero Manager's Initiative. Further detail

regarding the work undertaken on ESG is described on page 33.

Other

Fundraising

Every year, the Directors consider whether to raise additional

funds. They take account of the need to invest new money in

qualifying investments, the risks of poor investment decisions,

and the impact upon existing Shareholders. New investment has

to comply with the timetable to meet VCT regulations. Having

considered a fundraising the Company announced a £20 million

oﬀer, with a further £5 million over-allotment faculty, in January

2025. Applications under the oﬀer opened approximately two

weeks aﬅer the oﬀer was announced to allow investors time to

prepare for the application process. Interest was strong and

having opened on 13 February 2025, the oﬀer was closed, fully

subscribed, on 31 March 2025. Following further discussions, the

Board has announced that it intends to raise up to £25 million in

the current tax year.

Section 172(1) Statement

(continued)

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Cancellation of Share premium account and

Capital redemption reserve

The Company received Shareholders' approval at the AGM

in February 2025 to cancel the Share premium account and

Capital redemption reserve. Court approval was given on

30 September 2025 and the special reserve was increased by

£152.2 million. The conversion to a distributable special reserve

gives the Company the opportunity to continue to pay dividends

subject to available cash.

Dividends

A special dividend of 6.0 pence per share was paid to

Shareholders on 21 February 2025 following the takeovers of

Mattioli Woods and Keywords Studios. In addition, the Company

continued with the payment of an interim dividend of 3.0 pence

and a proposed ﬁnal dividend payment of 3.5 pence will be

made on 13 February 2026 to Shareholders on the register as at

5 January 2026.

Decision-making

The Board recognises that all material decisions it makes will

impact the various stakeholders to a greater or lesser degree

and it seeks to assess that impact when making any decision. It

acknowledges the need to act fairly between members of the

Company when considering the buyback of the Company's

shares and the publishing of information for the issue of new

shares.

Section 172(1) Statement

(continued)

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Environmental, Social and Governance ("ESG") Report

for the year ended 30 September 2025

The Board maintains its support for the Investment Manager’s

Responsible

Investing

approach

and

both

the

Board

and

the

Investment

Manager

remain

dedicated

enhancing

the integration and consideration of ESG factors within the

investment

process.

The

Investment

Manager

maintains

systemic risk management as a core principle in its engagement

with companies invested in by the VCT, with a particular focus

on mitigating downside risk. This is achieved through the

selection of businesses that demonstrate greater dynamism and

resilience in the face of escalating macroeconomic uncertainty.

The approach also involves promoting enhanced transparency

surrounding sustainability and climate-related disclosures within

annual reporting. The Investment Manager reported 18 strategic

ESG engagements with investee companies over the period. The

Investment Manager continues to be encouraged by the openness

and willingness of investee companies within the Company's

portfolio to engage constructively on ESG matters. Around 36%

of investee companies have now made a formal commitment

towards net zero alignment.*

The

Investment

Manager

recognises

the

importance

stewardship and shareholder engagement, which remain integral

to the investment process. Regular meetings with company

management teams provide the Investment Manager with

a valuable forum for dialogue, monitoring and appraisal of

investee companies. The Investment Manager actively exercises

voting rights to ensure that the investee companies act in the

best interests of the Company’s shareholders. During the ﬁnancial

year ended 30 September 2025, the Investment Manager voted

on a total of 971 Resolutions and voted against Management on

Resolutions proposed on 71 separate occasions, representing

7% of total voting activity in the period. The Resolutions that the

Investment Manager actively decided to oppose were mainly

around Compensation and Director Election. In the interests of

transparency, the Investment Manager has chosen to publish its

voting history on the Unicorn Asset Management website. Unicorn

Asset Management continues to uphold its commitment as a

signatory to both the United Nations Principles for Responsible

Investment and the Net Zero Asset Managers Initiative.

* Net Zero percentage is calculated on a number of companies basis, representing the proportion of investee companies with a formal commitment to net zero among those

with a market value greater than £1 million, rather than by portfolio value.

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Principal and Emerging Risks

The Directors have carried out a robust review of the principal and emerging risks faced by the Company as part of its internal controls

process, as outlined below. Note 17 to the Financial Statements on pages 79 to 85 also provides information on the Company’s ﬁnancial

risk management objectives and exposure to risks. The Directors' process for monitoring these risks is shown below.

During the year the Board has reviewed in detail its approach to risk. It has sought to identify new and emerging risks alongside the

principal risks faced by the Company and the mitigating steps being taken by both the Board and the Company’s service providers to

reduce the impact of each risk. The results have been summarised in a heat map and are reviewed for sensitivity quarterly.

During the review with the key service providers, evidence was requested of the mitigating actions being taken and on which the Board

is relying.

Risk

Appetite

Possible consequence

How the Board monitors

and mitigates risk

Movement

in risk during

the year

1. Investment

and strategic

risk

Investment

– High

Strategy

– Low but

rising

•

Unsuitable investment strategy or investment

selection

could

lead

poor

returns

Shareholders.

•

Regular review of investment strategy by

the Board.

•

Monitoring of the performance of the

investment portfolio on a regular basis.

•

All

purchases

sales

unquoted

investments

require

prior

authorisation

from the Board.

2. Regulatory

and tax risk

Low

•

The Company is required to comply with

the Companies Act 2006, ITA, AIFMD (as

applicable to small registered UK AIFMs), FCA

Listing Rules and UK Accounting Standards.

Breaching these rules may result in a public

censure, suspension from the Oﬃcial List and/

or ﬁnancial penalties. There is a risk that the

Company may lose its VCT status under the

ITA. Should this occur, Shareholders may lose

any upfront income tax relief and be taxed on

any future dividends and capital gains if they

dispose of their shares.

•

Regulatory and legislative developments

are kept under close review by the Board,

the

Investment

Manager,

Company

Secretary and Administrator.

•

The Company’s VCT qualifying status is

continually reviewed by the Investment

Manager and the Administrator.

•

Philip Hare and Associates LLP has been

retained by the Board to undertake a bi-

annual independent VCT status monitoring

role.

3. Operational

risk

Low

•

The

Company

has

employees

and

therefore

reliant

third

party

service

providers. Failure of the systems at third party

service providers could lead to inaccurate

reporting or monitoring. Inadequate controls

could lead to the misappropriation of assets.

•

Internal control reports are provided by

service providers on an annual basis.

•

The Board considers the performance of

the service providers annually and monitors

activity at each meeting.

•

The Board discusses succession planning

with its key service providers.

4. Fraud,

dishonesty and

cyber risks

Low

•

Fraud involving Company assets may occur,

perpetrated by a third party, the Investment

Manager or other service provider.

•

Cyber attacks on the Company could lead

to ﬁnancial loss and impact the Company's

reputation.

•

Internal control reports are provided by

service providers on a regular basis.

•

The Administrator is independent of the

Investment Manager.

•

The Company minimises as far as practical

the amount of personal data held by service

providers and the Board.

•

All

service

providers

use

third

party

professionals

review

cyber

security

exposure

and

act

any

material

recommendations made.

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Principal and Emerging Risks

(continued)

Risk

Appetite

Possible consequence

How the Board monitors

and mitigates risk

Movement

in risk during

the year

5. Financial

Instrument risks

Medium

•

The main risks arising from the Company’s

ﬁnancial instruments are from ﬂuctuations in

their market prices, interest rates, credit risk

and liquidity risk.

•

The Board regularly reviews and agrees

policies

for

managing

these

risks and

further details can be found in Note 17 on

pages 79 to 85.

6. Economic

and political

risks

High

•

Events such as recession, inﬂation or deﬂation,

movements in interest rates and technological

change can aﬀect trading conditions and

consequently the value of the Company’s

investments.

•

Other

geopolitical

issues

may

aﬀect

the

Company's performance at both macro and

micro economic level.

•

Russia's continuing war with Ukraine and the

current situation in the Middle East could

adversely aﬀect investee companies.

•

While no single policy can obviate such

risks, the Company invests in a diversiﬁed

portfolio of companies, whilst seeking to

maintain adequate liquidity.

•

The Board liaises with the Investment

Manager to obtain an understanding of the

impact on the investee companies.

•

The

Investment

Manager

reviews

the

impact of staﬀ availability, raw materials

availability, energy supply and inﬂationary

impact on portfolio companies.

7. Black Swan

events

High

•

Events such as pandemics could adversely

aﬀect

investee

companies

and/or

service

providers.

•

Environmental disasters may adversely aﬀect

investee companies and/or service providers.

•

The Board liaises with the Investment

Manager to obtain an understanding of the

impact on the investee companies.

•

The

Investment

Manager

reviews

the

impact of staﬀ availability, raw materials

availability, energy supply and inﬂationary

impact on portfolio companies.

The Board is responsible for assessing the possibility of new and emerging risks and, in addition to the principal risks, the Board has

identiﬁed the following emerging risks:

Risk

Possible consequence

How the Board monitors and mitigates risk

Emerging risks

•

The physical impact of climate change on

investee companies.

•

The changes to investee company business

models brought about by the need to reduce

carbon footprints.

•

The increasing use of Artiﬁcial Intelligence

("AI") and its eﬀect on investee companies

although AI will also have positive eﬀects on

some investee companies.

•

Increasing the inﬂuence of ESG matters around

investment decisions.

•

Investment Manager focus on these issues when

reviewing the portfolio.

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

The Regulatory Environment

The Board and Investment Manager are required to consider the regulatory environment when setting the Company’s strategy and

making investment decisions. A summary of the key considerations is outlined below.

Social and community issues, employees, and human rights

The Board recognises the requirement under section 14C of

the Companies Act 2006 (the “Act”) to provide information

about social and community issues, employees and human

rights; including any policies it has in relation to these matters

and the eﬀectiveness of these policies. As the Company has no

employees, and all Directors are non-executive, the Company

has no formal policies in respect of these matters. The Board

seeks to conduct the Company’s aﬀairs responsibly and expects

the Investment Manager to consider human rights implications

when making investment decisions.

Recruitment and succession planning

As reported last year Jeremy Hamer stood down as a Director at

the AGM on 12 February 2025. The Board had engaged an external

recruitment agency with a view to making an appointment and

Julian Bartlett was appointed to the Board on 2 October 2024 in

advance of Jeremy's departure and became the Audit Committee

Chair when Jeremy stepped down. As reported in the Chair's

Statement on page 7, Charlotta Ginman will not be standing for

re-election at the AGM on 4 February 2026. The Company will

continue to look to refresh its Board during the year.

Diversity

The Board is aware of the requirement of Listing Rules regarding

the composition of the Board. As disclosed on page 51 the Board

does not meet the requirement to have at least one director from

an ethnic minority. Being externally managed and comprising

of only four non-executive directors there is reduced scope

to fully comply with the requirements. However, the Board will

continue to consider these requirements in any recruitment

process.

Anti-bribery, corruption and tax evasion policy

The Company has a zero tolerance approach to bribery and tax

evasion. It is the Company’s policy to conduct all of its business

in an honest and ethical manner and it is committed to acting

professionally, fairly and with integrity in all of its business

dealings and relationships.

Directors and service providers must not promise, oﬀer, give,

request, agree to receive or accept a ﬁnancial or other advantage

in return for favourable treatment, to inﬂuence a business

outcome or to gain any other business advantage on behalf of

themselves or of the Company or encourage others to do so.

The Company has communicated its anti-bribery policy to each

of its service providers. It requires each of its service providers

to have policies in place which reﬂect the key principles of this

policy and procedures and which demonstrate that they have

adopted procedures of an equivalent standard to those instituted

by the Company.

Further information relating to the Company’s anti-bribery

policy can be found on its website: www.unicornaimvct.co.uk.

A full copy of the Company's anti-bribery policy and procedures

can be obtained from the Company Secretary by sending an

email to: unicornaimvct@iscaadmin.co.uk.

Environmental and social responsibility

Full details of the Company's and Investment Manager's approach

can be found on page 33.

In relation to the Company’s own practices the Company

encourages electronic communication to reduce paper usage,

has withdrawn its dividend by cheque service and the printing

of the Half-Yearly Report, and has taken advantage at times of

electronic meetings. Where we are required to print Annual

Reports, we will use recycled paper and oﬀset our carbon

footprint.

Viability Statement

The Board's assessment of the ability of the Company to meet

all liabilities when due and that it can continue to operate for a

period of at least twelve months from the date of signing the

Annual Report is shown in the Going Concern Statement on

page 42.

Under

the

Corporate

Governance

Code

there

requirement that the Board performs a robust assessment of the

Company's principal and emerging risks and include disclosures

in the Annual Report that describe the principal risks and the

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

procedures in place to identify emerging risks and explain how

they are being managed or mitigated. Reviews of the risks are

performed at each Audit Committee Meeting and the last review

was performed in November 2025.

The Directors have considered the viability of the Company

as part of their continuing programme of monitoring risk and

conclude that ﬁve years is a reasonable time horizon to consider

the continuing viability of the Company. This is also in line with

the requirement for the Company to continue in operation so

investors subscribing for new shares issued by the Company

can hold their shares for the minimum ﬁve year period to allow

them to beneﬁt from the tax incentives oﬀered when those

shares were issued. The last allotment of shares under the Oﬀer

for Subscription took place in April 2025 and under the DRIS

in August 2025.

The Directors consider that the Company is viable for the ﬁve

year time horizon for the following reasons:

•

the

year

end

the

Company

had

diversiﬁed

investment portfolio in addition to its VCT qualifying

investments comprising: £21.4 million invested in non-

qualifying, fully listed shares which are readily realisable,

a further £14.8 million in daily dealing open ended

funds, and £2.6 million in cash. The Company therefore

has suﬃcient immediate liquidity in the portfolio for any

near term requirements.

•

The Company has undertaken a stress-testing exercise

on the portfolio and operating environment and the

outcome supports the assessment of viability.

•

The Ongoing Charges ratio of the Company as calculated

using the AIC recommended methodology equates to

2.4% of net assets.

•

The Board anticipates that there will continue to be

suitable qualifying investments available that will enable

the Company to maintain its operations over the ﬁve

year time horizon.

•

The Company has no debt or other external funding

apart from its ordinary shares.

•

The payment of dividends and buybacks are at the

discretion of the Board.

•

The continuation of the State Aid regulations to 2035.

In order to maintain viability, the Company has a risk control

framework as shown on pages 34 and 35 which has the objective

of reducing the likelihood and impact of: poor judgement in

decision-making, risk-taking that exceeds the levels agreed by

the Board, human error, or control processes being deliberately

circumvented. These controls are reviewed by the Board on a

regular basis to ensure that controls are working as prescribed.

In addition, formal reviews of all service providers are undertaken

annually and activity is monitored at least monthly.

In its assessment of the viability of the Company, the Board

has recognised factors such as the continuation of the current

State Aid regulations to 2035, the ability of the Company to

raise money from future Oﬀers for Subscription and there being

suﬃcient VCT qualifying investment opportunities available.

The Directors have also considered the viability of the Company

should there be a slowdown in the economy or a correction of

the markets leading to lower dividend receipts and asset values.

As stated above, Ongoing Charges equate to 2.4% of net assets

of which the Investment Management fee (as reduced by the

Company's investment in Unicorn funds) equates to 2.0% of

net assets up to £200 million, 1.5% of net assets in excess of

£200 million, and 1% for any assets exceeding £450 million. As

these fees are based on a percentage of assets any fall in the

value of net assets will result in a corresponding fall in the major

expense of the Company.

The Directors have concluded that there is a reasonable

expectation that the Company can continue in operation over

the ﬁve year period.

Prospects

The prospects for the Company are discussed in detail in the

Outlook section of the Chair’s Statement on page 8.

For and on behalf of the Board

Tim Woodcock

Chair

4 December 2025

The Regulatory Environment

(continued)

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Board of Directors

Tim Woodcock

Status: Independent, non-

executive Chair

Skills and experience:

Tim Woodcock qualiﬁed as a Chartered Accountant at PwC. He

is an experienced company director who has held a number

of main board roles for both public and private companies. He

also has considerable Investment Management experience – in

2008 he co-founded Oakﬁeld Capital Partners, a private equity

ﬁrm specialising in investing and developing fast growing UK

smaller companies.

Other appointments:

Tim is a director of a number of private companies in which he

holds a signiﬁcant shareholding. These include Jolly Fine Pub

Group Ltd, Secure Parking and Storage Ltd, and Taylor Asset

Management Ltd.

Rationale for re-election:

Tim’s ﬁnancial understanding and extensive board experience

makes him well placed to Chair the Board of your Company. In

addition, he brings extensive experience as an investor in smaller

fast-growing UK companies and, as such, is well placed to review

both the performance of the VCT and its Investment Manager.

Length of service as at 30 September 2025:

6 years, 3 months

Last elected to the Board:

12 February 2025

Committee memberships:

Audit Committee

Remuneration 2024/2025:

£39,750

Relevant relationships with the Investment Manager or other

service providers:

None

Relevant relationships with investee companies:

None

Shared directorships with other Directors:

None

Other public company directorships (not disclosed above):

None

Shareholding in the Company:

114,447 Ordinary shares

Charlotta Ginman

Status: Senior independent,

non-executive Director

Skills and experience:

Charlotta Ginman, FCA, qualiﬁed as a Chartered Accountant at

Ernst & Young before spending a career in investment banking

and commercial organisations, principally in technology and

telecoms related industries. Former employers include S.G.

Warburg (now UBS), Deutsche Bank, JP Morgan and Nokia

Corporation.

Other appointments:

Charlotta is a non-executive director and audit committee

chair

for

Gamma

Communications

plc

and

the

senior

independent director and audit committee chair for Boku

Inc. Charlotta is also the audit committee chair for JPMorgan

India Growth & Income plc and non-executive director for

VinaCapital Opportunity Fund Ltd.

Rationale for re-election:

Charlotta will not be seeking re-election at the forthcoming

AGM.

Length of service as at 30 September 2025:

9 years, 3 months

Last elected to the Board:

12 February 2025

Committee memberships:

Audit Committee

Remuneration 2024/2025:

£34,750

Relevant relationships with the Investment Manager or other

service providers:

None

Relevant relationships with investee companies:

Shareholder and non-executive director of Keywords Studios plc

until 23 October 2024.

Shared directorships with other Directors:

None

Other public company directorships (not disclosed above):

None

Shareholding in the Company (including connected persons):

39,198 Ordinary shares

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Board of Directors

(continued)

Josephine Tubbs

Status: Independent non-

executive Director

Skills and experience:

Josephine Tubbs is an independent non-executive director and

a practising lawyer. Josephine has over 30 years’ experience as a

lawyer and regulatory adviser in the authorised funds and asset

management sector having started her career in private practice.

For 25 years Josephine worked as Head of Legal, initially for

Framlington Group and then AXA Investment Managers (AXA IM),

where she was promoted to General Secretary UK in 2020. During

her time at AXA IM, Josephine served on its Executive Committee

and the board of several authorised Irish investment funds and

management companies. At the end of 2022 Josephine leﬅ AXA

IM to focus on several part time roles. She holds a law degree

from Bristol University and qualiﬁed as a solicitor at Simmons &

Simmons in 1992.

Other appointments:

Josephine is a senior lawyer at Better Society Capital Limited,

the UK’s largest social impact investor and an independent

non-executive director of Makrana Dunmore Singapore Fund

Pte, Ltd and Dunmore Alternative Multi-Manager ICAV, an Irish

umbrella investment fund authorised by the Central Bank of

Ireland which is a multi-manager absolute return fund platform.

Rationale for re-election:

Josephine

brings

both

legal,

regulatory

and

investment

experience to board discussions and decisions and corporate

governance expertise. She has also acted as a non-executive

director for AXA IM Irish entities for several years bringing

existing experience as a non-executive director on investment

fund boards prior to joining the Board in May 2022.

Length of service as at 30 September 2025:

3 years, 4 months

Last elected to the Board:

12 February 2025

Committee memberships:

Audit Committee

Remuneration 2024/2025:

£31,750

Relevant relationships with the Investment Manager or other

service providers:

None

Relevant relationships with investee companies:

None

Shared directorships with other Directors:

None

Other public company directorships (not disclosed above):

None

Shareholding in the Company:

20,343 Ordinary shares

Julian Bartlett

Status: Independent non-

executive Director

Chair of the Audit

Committee

Skills and experience:

Julian

has

signiﬁcant

ﬁnancial,

assurance

and

advisory

experience gained from over 30 years as a partner at Grant

Thornton UK LLP and from former roles at RSM Robson Rhodes

and Deloitte. He has been a non-executive director since 2017.

He has specialised in ﬁnancial services throughout his career

with a focus on investment management. Julian is a Fellow of the

Institute of Chartered Accountants in England and Wales.

Other appointments:

Julian is a director and chair of Invesco Fund Managers Limited,

a director and audit committee chair of Triple Point Venture VCT

Plc and a director and risk and compliance committee chair of

Lindsell Train Limited.

Rationale for re-election:

Julian brings a wealth of experience to the Board through his

previous role as an audit partner in the ﬁnancial services sector

and his current roles as audit chair of another VCT and as a non-

executive director of investment ﬁrms.

Length of service as at 30 September 2025:

1 year

Last elected to the Board:

12 February 2025

Committee memberships:

Audit Committee

Remuneration 2024/2025:

£35,145

Relevant relationships with the Investment Manager or other

service providers:

None

Relevant relationships with investee companies:

None

Shared directorships with other Directors:

None

Other public company directorships (not disclosed above):

None

Shareholding in the Company:

43,673 Ordinary shares

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Investment Management Team

Chris Hutchinson

CEO and Portfolio Manager

Fraser Mackersie

Portfolio Manager

Chris

has

been

specialising

Equity

Investments

since 1998, with a particular focus on small and mid-sized

enterprises.

collaborates

with

the

Investment Team

across Unicorn AIM VCT, Unicorn AIM IHT Service, OEIC and

Managed Accounts. Chris joined Unicorn in 2005.

Fraser joined Unicorn in 2008 and is co-manager of the Unicorn

UK Income Strategy, UK Smaller Companies & UK Growth

Funds as well as collaborating with the Investment Team

across the OEIC, AIM VCT, AIM IHT Portfolios and Managed

Accounts. Having previously held positions with F&C Asset

Management and Geoghegan & Co Chartered Accountants,

Fraser graduated from the University of St Andrews in 2003

with a degree in Economics and Management and is a Fellow

of the Association of Chartered Certified Accountants.

Simon Moon

Portfolio Manager

Max Ormiston CFA

Portfolio Manager

Simon joined Unicorn in 2008 and is co-manager of the

Unicorn UK Income Strategy, UK Smaller Companies and UK

Growth Funds as well as collaborating with the Investment

Team across the OEIC, AIM VCT, AIM IHT Portfolios and

Managed Accounts. Prior to joining Unicorn, Simon worked

as a research analyst at JM Finn & Co. Stockbrokers and spent

three years in the NHS graduate finance scheme.

Max joined Unicorn in 2014 and is co-manager of the Unicorn

Outstanding British Companies Fund as well as collaborating

with the Investment Team across the OEIC, AIM VCT, AIM

IHT Portfolios and Managed Accounts. Prior to Unicorn Max

worked as an investment manager with Brewin Dolphin. Max

graduated from Newcastle University in 2009 with a First-

Class degree.

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Directors’ Report

The Directors present the twenty-fourth Annual Report and

Audited Financial Statements of the Company for the year ended

30 September 2025 (the “Annual Report”) incorporating the

Corporate Governance Statement on pages 49 to 53.

The Company

The Company, being fully listed on the London Stock Exchange,

is required to comply with the Financial Reporting Council’s

UK Corporate Governance Code ("UK Code"). In accordance

with the UK Code, the Company is required to be headed by

an eﬀective Board of Directors, providing entrepreneurial

leadership within a framework of prudent and eﬀective controls.

As stated on page 49, the Directors believe that reporting in line

with the AIC Code of Corporate Governance (the "AIC Code") is

most appropriate for the Company.

The Directors

The Board consisted of ﬁve Directors until Jeremy Hamer stepped

down at the AGM on 12 February 2025. All of the Directors are

non-executive and are independent of the Investment Manager.

The biographies of the Directors are shown on pages 38 and 39

together with their interests in the shares of the Company.

The AIC Code recommends that all directors oﬀer themselves

for re-election annually. Tim Woodcock, Julian Bartlett and

Josephine Tubbs will be subject to re-election by Shareholders at

the forthcoming AGM on 4 February 2026. Charlotta Ginman is

not standing for re-election and will step down from the Board.

Dividends

The ﬁnal dividend of 3.5 pence per share for the year ended

30 September 2024 was paid on 21 February 2025. In addition, a

special dividend of 6.0 pence per share, was paid to Shareholders

on 21 February 2025 following the takeovers of Mattioli Woods

and Keywords Studios.

An interim dividend of 3.0 pence per share, for the half year

ended 31 March 2025, was paid to Shareholders on 12 August

2025.

Details of the proposed ﬁnal dividend for approval at the

Company's AGM are set out in the Chair's Statement on page 7.

Share Capital

At the year-end there were 215,281,044 (2024: 190,437,026)

Ordinary shares of 1p each in issue, none of which are held in

Treasury. The issues and buybacks of the Company’s shares

during the year are shown in Note 13 on page 77. No shares

have been bought back subsequent to the year end, therefore,

at the date of this report, the Company had 215,281,044 shares

in issue. All shares are listed on the main market of the London

Stock Exchange.

Directors’ Indemnities and Liability Insurance

The Company has, as permitted by the legislation and the

Company’s Articles of Association, maintained Directors' and

Oﬃcers' Indemnity insurance cover on behalf of the Directors

indemnifying them against costs, charges, losses, damages and

liabilities incurred for negligence, default, breach of duty, breach

of trust or otherwise in relation to the aﬀairs of the Company or

in connection with the activities of the Company. The policy

does not provide cover for fraudulent or dishonest actions by

the Directors. Save for the indemnity provisions contained in the

Articles of Association and the Directors’ letters of appointment,

there are no qualifying third party indemnities.

Companies

Act

2006

and

Disclosure,

Guidance

and

Transparency Rules (“DTRs”) Disclosures

In accordance with Schedule 7 of the Large and Medium Size

Companies and Groups (Accounts and Reports) Regulations

2008 and the DTRs, the Directors disclose the following

information:

•

The structure of the Company’s capital is summarised

above and in Note 13 and the voting rights are contained

on page 53. There are no restrictions on voting rights or

any agreement between holders of securities that result

in restrictions on the transfer of securities or on voting

rights.

•

There are no securities carrying special rights with

regard to the control of the Company.

•

The Company does not operate an employee share

scheme.

•

The

Company’s

Articles

Association

and

the

Companies Act 2006 contain provisions relating to the

appointment and replacement of Directors, amendment

of the Articles of Association and powers to issue or buy

back the Company’s shares.

•

No agreements exist to which the Company is a party

that may aﬀect its control following a takeover bid.

•

There are no agreements in place between the Company

and its Directors providing for compensation for loss of

oﬃce in any event.

Details of the ﬁnancial risk management objectives and policies

of the Company together with information on exposure to

credit, price, liquidity and cash ﬂow risks are contained in Note

17 on pages 79 to 85.

The business model and strategy is included in the Strategic

Report on pages 27 and 28.

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Streamlined Energy and Carbon Reporting

The Company has no direct greenhouse gas emissions to report

from its operations, nor does it have responsibility for any other

emissions producing sources under the Companies Act 2006

(Strategic Report and Directors’ Reports) Regulations 2013.

For the same reasons, the Company considers itself to be a

low energy user under the Streamlined Energy and Carbon

Reporting regulations and therefore it is not required to disclose

energy and carbon reports.

Alternative Investment Fund Manager’s Directive (“AIFMD”)

The Company is registered as a small Alternative Investment

Fund Manager with the Financial Conduct Authority (“FCA”)

and is subject to the reduced level of requirements under

the Alternative Investment Fund Manager’s Regulations 2013

(SI2013/1773).

If the Company becomes “leveraged” as deﬁned in the

Regulations, or its assets exceed €500 million, it would become

subject to the full requirements under the Regulations including

the requirement to appoint a Depositary which may have cost

implications for the Company. The Company has no plans to

become leveraged and monitors the size of the assets against

the limits of AIFMD to assess any requirement to register as a full

scope Alternative Investment Fund Manager.

Outlook

The outlook is discussed in the Chair’s Statement on page 8.

Going concern

Aﬅer due consideration, the Directors believe that the Company

has adequate resources for a period of at least 12 months from

the date of the approval of the Financial Statements and that it

is appropriate to apply the going concern basis in preparing the

Financial Statements. As at 30 September 2025, the Company

held cash balances of £2.6 million, £21.4 million in fully listed

stocks and £14.8 million in open-ended investment funds. The

majority of the Company’s investment portfolio remains invested

in qualifying and non-qualifying AIM traded equities which may

be realised, subject to the need for the Company to maintain

its VCT status. The cash ﬂow projections, covering a period of

at least twelve months from the date of approving the Financial

Statements, have been reviewed and show that the Company

has access to suﬃcient liquidity to meet both contracted

expenditure and any discretionary cash outﬂows from buybacks

and dividends. In addition, as part of the assessment of viability

discussed on pages 36 and 37, the Company has performed a

stress testing of the portfolio under several extreme conditions.

The Company has no borrowings and is therefore not exposed

to any gearing covenants.

Auditor’s right to information

The Directors who held oﬃce at the date of this report conﬁrm

that, so far as they are aware, there is no relevant audit information

of which the Auditor is unaware. They have individually taken all

the steps that they ought to have taken as Directors in order to

make themselves aware of any relevant audit information and to

establish that the Company’s Auditor is aware of that information.

Substantial interests

As at 3 December 2025, the Company had not been notiﬁed of

any signiﬁcant interest exceeding 3% of the issued share capital.

Post balance sheet events

On 27 November 2025, the Company announced an Oﬀer for

Subscription as detailed in the Chair's Statement on page 7.

On the 28 November 2025, the Directors announced that the

Company, together with other shareholders of Hasgrove Limited

(“Hasgrove”), has entered into an agreement with Castik Capital

S.à r.l. (“Castik”) in connection with Castik’s proposed acquisition

of a majority stake in Hasgrove. Full details are reported in the

Chair’s Statement on page 8.

Annual General Meeting (“AGM”)

Details of the AGM, to be held on 4 February 2026, are below

and the Notice of Meeting is on pages 91 to 95. The Directors

welcome all Shareholders to attend the meeting in person.

A presentation will be given by the Investment Manager and, as

in previous years, it is hoped that a representative of one of the

investee companies will also present to the meeting.

Notice of the AGM to be held at The Great Chamber, The

Charterhouse, Charterhouse Square, London EC1M 6AN is set

out on pages 91 to 95 of this Annual Report and a proxy form is

included with Shareholders’ copies of this Annual Report.

Voting on all resolutions will be by Poll including proxy

votes

lodged,

therefore

all

Shareholders

are

actively

encouraged to submit their votes by proxy in accordance

with

the

Notice

Meeting. The

Board

encourages

all

Directors’ Report

(continued)

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Shareholders to vote on the resolutions within the Notice

as set out on pages 91 to 95 using the proxy form, or

electronically

https://unicorn-agm.city-proxyvoting.uk.

Shareholders are encouraged to appoint “the Chair of the

Meeting” as their proxy. The Board has carefully considered the

business to be considered at the AGM and recommends that

Shareholders vote in favour of all the resolutions being proposed.

The Board wishes to oﬀer Shareholders the opportunity to submit

any questions they may have in advance to the Board or the

Investment Manager. Please send all questions via email through

the Company Secretary at unicornaimvct@iscaadmin.co.uk. All

relevant questions received will be answered and also posted

on the Company’s website as soon as practicable and, where

possible, ahead of the proxy voting deadline.

Broadcast of Meeting and Presentations

The Company intends to broadcast the AGM and presentation

via

Zoom

for

those

Shareholders

unable

attend

person. The Directors will also be in attendance during the

presentation. It is anticipated that Shareholders will have an

opportunity to submit questions for the Directors or Investment

Manager either in advance of the presentations, by email, to

unicornaimvct@iscaadmin.co.uk or on the day during the

presentation through the text facility in Zoom. To receive

an invitation to join the Zoom presentation please email

unicornaimvct@iscaadmin.co.uk from the email address you

wish the invitation to be sent, by midday on Thursday 29 January

2026.

Business of the AGM

The following notes provide an explanation of a number of the

Resolutions that will be proposed at the meeting. Resolutions

1 to 10 will be proposed as ordinary resolutions requiring the

approval of more than 50% of the votes cast at the meeting to

be passed and resolutions 11 and 12 will be proposed as special

resolutions requiring the approval of at least 75% of the votes

cast at the meeting to be passed. Resolutions 10 to 12 are the

usual resolutions relating to the authority to issue and buyback

shares and in substitution for existing authorities passed in

previous years. Resolutions 10 and 11 will be used to enable the

issue of shares pursuant to top-up oﬀers should the Directors

consider raising further funds to be in the best interests of the

Company. The Directors believe that the proposed resolutions

are in the interests of Shareholders and accordingly recommend

Shareholders to vote in favour of each resolution.

Voting rights of Shareholders

Normally at general meetings of the Company business is

conducted on a show of hands, however, as stated above, at

the next AGM, to take into account Shareholders not wishing to

attend in person, the business will be conducted through a Poll

on all resolutions. Proxy votes must be lodged with the Registrars

48 hours before the meeting, see notes on pages 93 to 95.

Ordinary Business at the Annual General Meeting

Remuneration Policy

Resolution 3 allows the Shareholders to have a binding vote

on the Company's Remuneration Policy. The policy remains

unchanged from that voted on by Shareholders in 2023.

Appointment of Auditors

Resolution

proposes

the

re-appointment

Johnston

Carmichael

LLP

the

Company’s

External

Auditor

for

the forthcoming year and the authority proposed under

Resolution 5 will authorise the Directors to determine the

Auditor’s remuneration.

Re-election of Directors

Resolutions 6 to 8 will be proposed to re-elect Tim Woodcock,

Julian

Bartlett

and

Josephine Tubbs

Directors

the

Company. Having served over nine years, Charlotta Ginman

will not be seeking re-election. The Company will continue with

its succession planning. The Board currently consists of four

Directors. All the Directors have extensive investment based

backgrounds and both private and public company board level

experience. The Board believes that they bring valuable skill,

experience and expertise to the Company and all have conﬁrmed

they have suﬃcient time available to commit to the Company.

The Board recommends that Shareholders vote in favour of

the resolutions relating to their re-election. A summary of the

Directors' skills and experience is given in their biographies on

pages 38 and 39.

Special Business at the Annual General Meeting

Allotment of shares

The authority proposed under Resolution 10 will authorise the

Directors to allot shares or grant rights to subscribe for or to

invest in shares in the Company generally, in accordance with

section 551 of the Companies Act 2006 (the “Act”), up to an

aggregate nominal amount of £1,076,405 representing 50% of

the issued share capital at the date of this report. This authority,

will expire on the date falling 15 months aﬅer the passing of this

resolution or, if earlier, at the conclusion of the Annual General

Meeting of the Company to be held in 2027.

Directors’ Report

(continued)

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Directors’ Report

(continued)

Disapplication of pre-emption rights

Resolution 11 will give Directors the authority to allot shares for

cash without ﬁrst oﬀering the securities to existing Shareholders

in certain circumstances. The resolution proposes that the

disapplication of such pre-emption rights be sanctioned in

respect of the allotment of equity securities:

1. with an aggregate nominal value of up to, but not

exceeding, £538,202 representing 25% of the issued

share capital at the date of this report, in connection with

oﬀer(s) for subscription;

2. with an aggregate of up to 12.5% of the issued share

capital pursuant to any dividend re-investment scheme;

and

3. with an aggregate nominal value of up to, but not

exceeding, 12.5% of the issued share capital of the

Company from time to time;

in each case where the proceeds of the issue may be used in

whole or in part to purchase the Company’s shares in the market.

The authority conferred under this resolution, will expire on the

date falling 15 months aﬅer the passing of this resolution or, if

earlier, at the conclusion of the Annual General Meeting to be

held in 2027.

Authority for the Company to purchase its own shares

Resolution 12 authorises the Company to purchase up to

32,270,628 of its own shares (representing approximately

14.99% of the Company’s shares in issue at the date of this Annual

Report), or, if lower, such number of shares (rounded down to

the nearest whole share) as shall equal 14.99% of the issued

share capital of the Company at the date the resolution is passed.

Purchases will be made on the open market at prices that are in

accordance with the terms laid out in the Resolution. Shares will

be purchased only in circumstances where the Board believes

that it is in the best interests of the Shareholders generally.

Furthermore, purchases will only be made at a discount to the

latest announced NAV per share. The Board currently intends to

cancel those shares purchased. Such authority will expire on the

date falling 15 months aﬅer the passing of this resolution or, if

earlier, at the conclusion of the Annual General Meeting of the

Company to be held in 2027.

At the Annual General Meeting held on 12 February 2025,

Shareholders gave authority for the Company to buy back a

total of 14.99% or 28,291,144 of its own shares. The Company has

since repurchased and cancelled 4,694,113 shares and therefore

has remaining authority to repurchase 23,597,031 shares which

authority will lapse at the Annual General Meeting to be held in

2026.

By order of the Board

ISCA Administration Services Limited

Company Secretary

4 December 2025

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Annual Remuneration Report

The purpose of this Report is to demonstrate the method by which

the Board has implemented the Company’s Remuneration Policy

(see page 47) and provide Shareholders with speciﬁc information

in respect of the Directors’ remuneration. A resolution to approve

the Remuneration Report will be put forward at the AGM to be

held on 4 February 2026, where Shareholders will have an advisory

vote on the approval of the Report.

This Directors’ Remuneration Report has been prepared by

the Directors in accordance with the Companies Act 2006.

The Company’s Independent Auditor is required to give its

opinion on the speciﬁed information provided on Directors’

emoluments (see below) and this is explained further in their

report to Shareholders on pages 57 to 63. Shareholders are

asked to vote on the Remuneration Report annually at the AGM

and on the Remuneration Policy at least every three years. The

Board will take Shareholders’ views into consideration when

setting remuneration.

Statement from the Chair of the Board in relation to Directors’

Remuneration Matters

The Board is mindful of its obligation to set remuneration at levels

which will attract and maintain an appropriate calibre of individuals

whilst simultaneously protecting the interests of Shareholders.

During the year to 30 September 2025, the Board reviewed its

existing remuneration levels, having considered the remuneration

payable to non-executive directors of comparable VCTs, the

demand for non-executive directors within the ﬁnancial sector

and the increasing regulatory requirements with which the sector

is required to comply. Following this review, the Board agreed

to increase Directors’ fees from 1 October 2025, as shown on

page 48. As with any Board comprised solely of non-executive

directors it is not possible for a Director to abstain from any

discussion or decision concerning their own fees. Directors'

remuneration consists of a base fee for all Directors and each

Director participated in the process of setting the level of this fee.

Additional fees were then set for speciﬁc roles and the individual

Directors did not participate in setting any additional fee for

their own speciﬁc role. The Board considers that this process

is consistent with the spirit of the AIC Code on the setting of

Directors' fees.

At the Annual General Meeting held on 12 February 2025, the

following votes were cast on the Poll voting on the Remuneration

Report:

Number of votes

% of votes cast

For

9,713,168

96.10

Against

394,547

3.90

Total votes cast

10,107,715

100.00

The Remuneration Policy was last approved by the Shareholders at

the Annual General Meeting held on 7 February 2023. A resolution

to approve the policy for a further three years will be proposed at

the AGM to be held in 2026.

Votes cast on a Poll at the Annual General Meeting held on

7 February 2023 on the Remuneration Policy were as follows:

Number of votes

% of votes cast

For

7,753,434

95.33

Against

380,047

4.67

Total votes cast

8,133,481

100.00

Directors’ interests (audited information)

The Directors’ interests, including those of connected persons in

the issued share capital of the Company are outlined below. There

is no minimum holding requirement that the Directors need to

adhere to.

30 September 2025

30 September 2024

Director

% of

capital

% of

capital

Tim Woodcock

114,447

0.05

114,447

0.06

Julian Bartlett

43,673

0.02

–

Charlotta Ginman

39,198

0.02

39,198

0.02

Josephine Tubbs

20,343

0.01

17,811

0.01

There have been no changes in the Directors’ interests since

30 September 2025. No options over the share capital of the

Company have been granted to the Directors.

Details of the Directors’ remuneration are disclosed below and in

Note 5 on page 72.

Pensions (audited information)

None of the Directors receives, or is entitled to receive, pension

beneﬁts from the Company.

Share options and long-term incentive schemes (audited

information)

The Company does not grant any options over the share capital of

the Company nor operate long-term incentive schemes.

Directors’ Remuneration Report

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Relative spend on pay

The table below sets out:

the remuneration paid to the Directors; and

the distributions made to Shareholders by way of dividends paid in the ﬁnancial year ended 30 September 2025 and the preceding

ﬁve ﬁnancial years.

2025

2024/

2025

Change

2024

2023/

2024

Change

2023

2022/

2023

Change

2022

2021/

2022

Change

2021

2020/

2021

Change

2020

Total remuneration

155,218

12.9

137,500

(0.9)

138,693

4.9

132,169

11.7

118,300

(8.8)

129,751

Dividends paid ('000)

(Note 7)

24,442

(23.6)

32,005

192.4

10,945

(84.7)

71,701

650.2

9,557

6.5

8,974

Directors’ emoluments (audited information)

The total emoluments in respect of qualifying services of each person who served as a Director during the year ended 30 September 2025

and the preceding ﬁve ﬁnancial years are as set out in the table below. The Company does not have any schemes in place to pay bonuses

or beneﬁts to any of the Directors in addition to their Directors’ fees. Tim Woodcock, Charlotta Ginman and Julian Bartlett are entitled to

a higher fee due to their roles as Chair, Senior Independent Director and Audit Committee Chair, respectively.

2025

2024/

2025

Change

2024

2023/

2024

Change

2023

2022/

2023

Change

2022

2021/

2022

Change

2021

2020/

2021

Change

2020

Tim

Woodcock

(Chair)

39,750

6.0

37,500

6.4

35,250

4.4

33,750

3.2

32,700

12.6

29,042

Charlotta

Ginman*

(Senior

Independent

Director)

34,750

3.7

33,500

10.3

30,375

11.5

27,250

4.0

26,200

2.2

25,625

Josephine

Tubbs**

(Independent

Director)

31,750

4.1

30,500

6.1

28,750

197.3

9,669

N/A

–

N/A

–

Julian

Bartlett***

(Audit

Committee

Chair)

35,145

N/A

–

N/A

–

N/A

–

N/A

–

N/A

–

Jeremy

Hamer****

13,823

(61.6)

36,000

8.3

33,250

4.7

31,750

3.4

30,700

5.9

29,000

Jocelin

Harris*****

–

N/A

–

N/A

11,068

(62.8)

29,750

3.7

28,700

1.8

28,188

Peter

Dicks******

–

N/A

–

N/A

–

N/A

–

N/A

–

N/A

17,896

155,218

137,500

138,693

132,169

118,300

129,751

Expenses

†

2,697

1,540

915

–

160

157,915

139,040

139,608

132,169

118,300

129,911

* Appointed as Senior Independent Director from 7 February 2023.

** Appointed 24 May 2022.

*** Appointed 2 October 2024, appointed as Audit Committee Chair from 12 February 2025.

**** Retired 12 February 2025.

***** Retired 7 February 2023.

****** Retired 18 May 2020.

† Travel and other expenses may be considered as taxable beneﬁts for Directors.

Directors’ Remuneration Report

(continued)

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Total Shareholder return performance graph

The following graph charts the total cumulative shareholder return of the Company since 30 September 2015 (assuming all dividends

are re-invested) compared to the total cumulative shareholder return of both the FTSE All-Share and the FTSE AIM All-Share Indices.

These indices represent the broad equity market against which investors can measure the performance of the Company and are thus

considered the most appropriate benchmarks. The NAV total return per share has been shown separately in addition to the information

required by law because the Directors believe it is a more accurate reﬂection of the Company’s performance.

In the graph, the total Shareholder return ﬁgures have been rebased to 100 pence.

160

220

Shareholder return (pence)

re-based to 100 pence

180

100

Ten year total cumulative annual Shareholder return compared to the total return of the FTSE All-Share and FTSE AIM All-Share indices

Ordinary shares

FTSE All-Share Index (total return)

FTSE AIM All-Share Index (total return)

Unicorn AIM VCT plc – NAV (total return assuming all dividends have been re-invested)

Unicorn AIM VCT plc – Share price (total return assuming all dividends have been re-invested)

120

200

140

30 Sep

2023

30 Sep

2017

30 Sep

2024

30 Sep

2015

30 Sep

2016

30 Sep

2018

30 Sep

2019

30 Sep

2020

30 Sep

2021

30 Sep

2022

240

30 Sep

2025

An explanation of the performance of the Company is given in the Strategic Report on pages 5 to 37.

Remuneration Policy

As the Board consists entirely of non-executive Directors it is considered appropriate that matters relating to remuneration are considered

by the Board as a whole, rather than a separate remuneration committee. The remuneration policy is set by the Board, which reviews the

remuneration of each of the Directors, and considers at least annually whether the remuneration policy is fair and in line with comparable

VCTs.

When considering the level of the Directors’ remuneration, the Board reviews existing remuneration levels elsewhere in the Venture

Capital Trust sector and other relevant information. It considers the levels and make-up of remuneration which need to be suﬃcient to

attract, retain and motivate directors of the quality required to oversee the running of the Company.

The remuneration levels are designed to reﬂect the duties and responsibilities of the roles and the amount of time spent in carrying these

out. The Board will obtain independent advice where it considers it necessary. No such advice was taken during the year under review.

This policy will be applied when agreeing the remuneration of any new Director.

Directors’ Remuneration Report

(continued)

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Approval of the Remuneration Policy

A resolution approving the Remuneration Policy was passed at

the Annual General Meeting in February 2023 and will remain

valid until the Annual General Meeting in 2026. No changes

to the policy are planned and a resolution to approve the

Remuneration Policy is being proposed at the forthcoming

Annual General Meeting.

Basis of Remuneration

All of the Directors are considered to be independent and non-

executive and it is not considered appropriate to relate any portion

of their remuneration to the performance of the Company and

performance conditions have not been set in determining their

level of remuneration. As the Company has no employees, it is not

possible to take account of the pay and employment conditions

of employees when determining the levels of the Directors’

remuneration. The Company’s Articles of Association limit the

aggregate amount that can be paid to the Directors in fees to

£200,000 per annum.

The table below shows the expected maximum payment that

will be received per annum by each Director for the year to

30 September 2026.

Role

2026*

2025

Increase

Non-executive Director basic fee

33,150

31,750

4.4

Additional fees

– Chair

8,350

8,000

4.4

– Chair of Audit Committee

5,750

5,500

4.5

– Senior Independent Director

3,150

3,000

5.0

* Following a review of fees payable to Directors, the Board has approved an increase

for each of the current Directors with eﬀect from 1 October 2025 to the amounts

shown above, an increase of 4.4% of basic fees. Increases in relation to additional

fees are shown in the table above.

The remuneration policy is stated above.

Terms of Appointment

All of the Directors are non-executive and none of the Directors

has a service contract with the Company.

All Directors receive a formal letter of appointment setting

out the terms of their appointment, the powers and duties

of Directors and the fees pertaining to the appointment.

Appointment letters for new Directors contain an assessment

of the anticipated time commitment of the appointment and

Directors are asked to undertake that they will have suﬃcient

time to carry out what is expected of them and to disclose their

other signiﬁcant commitments to the Board before appointment.

Copies of the letters appointing the Directors are made available

for inspection at each General Meeting.

A Director’s appointment may be terminated forthwith on notice

being given by the Director or the Company and in certain

other circumstances. No arrangements have been entered into

between the Company and the Directors to entitle any of the

Directors to compensation for loss of oﬃce.

By order of the Board

ISCA Administration Services Limited

Company Secretary

4 December 2025

Directors’ Remuneration Report

(continued)

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Corporate Governance Statement

The Directors have adopted the AIC Code published in February

2019 for the ﬁnancial year ended 30 September 2025. The AIC

Code, together with the AIC Guide, addresses the principles and

provisions set out in the UK Governance Code 2018 ("UK Code") as

well as setting out additional principles and recommendations on

issues that are of speciﬁc relevance to the Company.

The Board considers that reporting against the principles and

recommendations of the AIC Code, and by reference to the

AIC Guide, will provide the most appropriate information to

Shareholders.

The AIC Code was endorsed in February 2019 by the Financial

Reporting Council (“FRC”) which has conﬁrmed that in complying

with the AIC Code, the Company will meet its obligations in

relation to the UK Code. The AIC Code is available online at:

www.theaic.co.uk. A copy of the UK Code can be found at:

www.frc.org.uk.

The Board has noted the publication of the AIC Code in August

2024 following the issue of the updated UK Code in January 2024.

The new AIC Code is applicable to the Company from 1 October

2025.

This statement has been compiled in accordance with the

FCA’s Disclosure and Transparency Rule (DTR) 7.2 on Corporate

Governance Statements.

The Board considers that the Company has complied fully with

the AIC Code and the relevant provisions of the UK Code, as set

out below.

As an investment company managed by third parties, the

Company does not employ a chief executive, nor any executive

directors. The systems and procedures of the Investment Manager

and the Administrator, the provision of VCT monitoring services

by Philip Hare and Associates LLP, and the annual statutory audit

as well as the size of the Company’s operations, gives the Board

conﬁdence that an internal audit function is not appropriate. The

Company is therefore not reporting further in respect of these

areas.

The Board

Following the appointment of Julian Bartlett on 2 October 2024,

the Board consisted of ﬁve non-executive Directors until Jeremy

Hamer retired from the Board at the AGM on 12 February 2025.

The Board consisted of four non-executive Directors for the

remainder of the year. Each Director brings a range of relevant

expertise, experience and judgement to the Board. Charlotta

Ginman is the Senior Independent Director. The Directors believe

that this structure is right for the Company given its current size

and the nature of its business.

Should Shareholders wish to contact the Board they should

initially contact the Company Secretary. Shareholders may then

contact the Senior Independent Director, through the Company

Secretary, if they have concerns which have failed to be resolved

through the Chair or Investment Manager or where such contact

is inappropriate.

Details of the Directors' other signiﬁcant time commitments are

disclosed on pages 38 and 39 of this Annual Report.

All the Directors are equally responsible under the law for the

proper conduct of the Company’s aﬀairs. In addition, the Directors

are responsible for ensuring that their 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.

Matters speciﬁcally reserved for decision by the Board have

been deﬁned. These include compliance with the requirements

of the Companies Act, the UK Listing Authority, AIFMD, the

London Stock Exchange and UK Accounting Standards; changes

relating to the Company’s capital structure or its status as a

public limited company; Board and committee appointments

and terms of reference of committees; material contracts of the

Company and contracts of the Company not in the ordinary

course of business. The Board as a whole considers management

engagement, nomination and remuneration matters rather than

delegating these to committees, as all of the current Directors are

considered independent of the Investment Manager. Management

engagement matters include an annual review of the Company’s

service providers, with a particular emphasis on reviewing the

Investment Manager in terms of investment performance, quality

of information provided to the Board and remuneration. The

Board as a whole considers Board and Committee appointments

and the remuneration of individual Directors.

A procedure has been adopted for individual Directors, in the

furtherance of their duties, to take independent professional

advice at the expense of the Company. The Directors also have

access to the advice and services of the Company Secretary, who

is responsible to the Board for ensuring board procedures are

followed. Both the appointment and removal of the Company

Secretary is a matter for the Board as a whole. Where Directors

have concerns which cannot be resolved about the running of

the Company or a proposed action, they are asked to ensure that

their concerns are recorded in the Board minutes. If ultimately a

Director feels it necessary to resign, a written statement should be

provided to the Chair, for circulation to the Board.

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Directors' attendance at Board and Committee meetings

The table below details the formal Board and Audit Committee

meetings attended by the Directors during the year. Four regular

Board meetings and four Audit Committee meetings were held

during the year with additional ad-hoc meetings being held where

necessary. In addition, quarterly valuation meetings were held to

consider the valuation of unquoted securities in the Company's

portfolio.

Director

Board

Audit Committee

Tim Woodcock

4/4

Charlotta Ginman

4/4

Julian Bartlett*

3/4

Jeremy Hamer

2/2

Josephine Tubbs

4/4

* Julian Bartlett missed one meeting due to illness.

Tenure

All Directors are subject to election by Shareholders at the ﬁrst

AGM following their appointment.

In terms of overall length of tenure, the AIC Code does not explicitly

make recommendations on tenure for Directors. However, it does

state circumstances which are likely to impair, or could appear

to impair, a non-executive Director's independence include, but

are not limited to, whether a Director has served on the board for

more than nine years from the date of their ﬁrst appointment.

Having served over nine years, Charlotta Ginman will step down

from the Board at the forthcoming AGM. The Company will

continue to progress with its succession planning.

The Board does not believe that a Director should be appointed

for a ﬁnite period. The AIC Code does recommend that it should

have a policy on tenure of its Chair and the Company has adopted

a nine year maximum tenure policy for its Chair. The Board's

succession planning is discussed on page 36.

Director

Date of

appointment

Tim Woodcock

10 June 2019

Charlotta Ginman

14 July 2016

Josephine Tubbs

24 May 2022

Julian Bartlett

2 October 2024

Independence of Directors

The Board has considered whether each Director is independent

in character and judgement and whether there are any

relationships or circumstances which are likely to aﬀect, or could

appear to aﬀect, the Director’s judgement, and has concluded

that all of the Directors are independent of the Investment

Manager.

All potential conﬂicts have been reviewed by the Board in

accordance with the procedures under the Articles of Association

and applicable rules and regulations and have been authorised

by the Board in accordance with these procedures. The Articles

allow the Directors not to disclose information relating to a

conﬂict where to do so would amount to a breach of conﬁdence.

The Board places great emphasis on the requirement for the

Directors to disclose their interests in investments (and potential

investments) and has instigated a procedure whereby a Director

declaring such an interest does not participate in any discussions

or decisions relating to such investments. The Directors inform the

Board of changes to their other appointments as necessary. The

Board reviews the authorisations relating to conﬂicts quarterly.

The Directors who were independent of any potential conﬂict,

considered the circumstances and agreed that all of the relevant

Directors in each case remained independent of the Investment

Manager. This is because these relationships were not of a material

size to their assets and other business activities nor to those of the

Company. There are no other contracts or investments in which

the Directors have declared an interest.

Appointment letters for new Directors include an assessment of

the expected time commitment for each Board position and new

Directors are asked to give an indication of their other signiﬁcant

time commitments. The Board has adopted a formal process of

recruitment when seeking the appointment of new Directors.

The Board aims to include a balance of skills and experience that

the Directors believe to be appropriate to the management of the

Company. The Chair fully meets the independence criteria as set

out in the AIC Code.

During the year, a review of the Directors, the Board and the Audit

Committee was undertaken through a questionnaire completed

by each Director and the Senior Independent Director led a

review of the Chair. The responses were reviewed by the Chair and

discussed by Directors. The eﬀectiveness of the Board and the

Chair is reviewed annually as part of the internal control process

led by the Senior Independent Director. It was concluded that

the composition and performance of the Board was eﬀective,

and that the open culture of the Board facilitated a full and wide-

ranging discussion in meetings and led to a collegiate approach on

all matters. The Directors monitor the continuing independence

of the Chair and inform him of their discussions.

All of the Directors are involved at an early stage in the process of

structuring the launch of any Oﬀers for Subscription that may be

agreed by the Board.

Corporate Governance Statement

(continued)

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Diversity

The Directors are aware of the need to have a Board which,

as a whole, comprises an appropriate balance of skills and

experience combined with diversity of thinking, perspective

and background. Any Board appointment will be based on merit

against the required criteria, the current and future needs of the

Company and having regard to the diversity criteria under the

Listing Rules. The Board place great importance on diversity and

independent thinking when assessing its composition although

being externally managed and comprising of only four non-

executive directors there is reduced scope to fully comply with

the requirements.

The Board is required to disclose their compliance in relation to

the targets on board diversity set out under paragraph 9.8.6R (9)

of the Listing Rules which are as follows:

at least 40% of the individuals on the Board of Directors

are women;

2. at least one of the senior positions on the Board of

Directors is held by a woman; and

at least one individual on the Board of Directors is from a

minority ethnic background.

The table below sets out the composition of the Board at the year-

end based on the prescribed criteria.

Gender Identity

Number

of Board

members

Percentage

of the

Board

Number of

senior

positions on

the Board

Men

50%

Women

50%

Ethnic Background

White British or other White

(including minority-white

groups)

100%

Mixed/Multiple Ethnic Groups

–

Asian/Asian British

–

Black/African

–

Other ethnic group

including Arab

–

Not speciﬁed/ prefer not

to say

–

The Board therefore meets the criteria under parts 1 and 2 above,

with 50% of the Board being female and Charlotta Ginman being

the SID.

Although not currently meeting the requirement that one

Director should be from an ethnic minority background, during

the recruitment process to replace Jeremy Hamer the Board

engaged an external recruitment consultant, Trust Associates,

and sought to meet the ethnic minority target and gave this

consideration when reviewing candidates. However, selecting a

candidate with suitable skills and experience was given priority.

Charlotta Ginman, the Senior Independent Director, is Finnish

which although not categorised as an ethnic minority under the

regulations provides additional diversity to the Board.

More details on the Directors can be found in the Board of

Directors section on pages 38 and 39.

Management

Investment Manager

Unicorn Asset Management Limited ("UAML") was appointed

as Investment Manager to the Company on 1 October 2001.

This agreement was amended on 9 March 2010, 12 April 2010,

1 October 2018 and again on 18 November 2021. Under the terms

of the Company’s Investment Management Agreement ("IMA"),

the Investment Manager is empowered to give instructions in

relation to the management of investments and other assets

including subscribing, purchasing, selling and otherwise dealing

in qualifying and non-qualifying investments and to enter into and

perform contracts, agreements and other undertakings that are

necessary to the carrying out of its duties under the Agreement in

accordance with speciﬁc written arrangements laid down by the

Board. Board approval is required before any investment is made

or realised in unquoted investments.

At 30 September 2025, oﬃcers and employees of the Investment

Manager held 1,900,460 shares in the Company.

The Investment Manager has adopted a proactive approach to

vote at all general meetings of investee companies. Institutional

Shareholder Services have been engaged by the Investment

Manager to advise on voting matters in accordance with their Proxy

Voting Guidelines with particular focus on Environmental, Social,

and Governance criteria. In reaching a ﬁnal decision on voting, the

aims and objectives of the Company will take precedence. The

Investment Manager has voted against 7.3% of resolutions during

the year, largely relating to Board independence, remuneration

packages and governance.

The Directors regularly review the investment performance

of the Investment Manager. Terms of the IMA and policies

covering

key

operational

issues

are

reviewed

with

the

Investment Manager at least annually. The Board believes that

Corporate Governance Statement

(continued)

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

the continued appointment of the Investment Manager remains

in Shareholders’ best interests and the investment criteria

remain appropriate. Furthermore, the Board remains satisﬁed

with the Investment Manager’s investment performance. For

a summary of the performance of the Company please see the

Investment Manager’s Review, Top Ten Holdings, the Investment

Portfolio Summary on pages 19 to 26, the Movement in Net

Assets and Key Performance Indicators on pages 2 and 3, and

the Financial Highlights on page 1. Details of the management

fee arrangements with the Investment Manager are set out in

Note 3 to the accounts on pages 71 and 72. The Board and the

Investment Manager aim to operate in a co-operative and open

manner while the Board maintains its oversight obligations.

Company Secretary and Company Administrator

ISCA Administration Services Limited was appointed as the

Company Secretary and Administrator under a contract dated

1 September 2014. The fees paid are shown in Note 4 on page 72.

Corporate Broker

The Company has retained Panmure Liberum Limited as its

corporate broker.

Internal controls

The Board is responsible for the Company’s internal control and

risk management systems. It has delegated the monitoring of

these systems, on which the Company is reliant, to the Audit

Committee (the “Committee”).

Internal control systems are designed to manage the particular

needs of the Company and the risks to which it is exposed and

can by their nature only provide reasonable and not absolute

assurance against material misstatement or loss. They aim to

ensure the maintenance of proper accounting records, the

reliability of published ﬁnancial information and the information

used for business making decisions and that the assets of the

Company are safeguarded.

The Committee has implemented procedures for identifying,

evaluating and managing the signiﬁcant risks faced by the

Company. As part of this process an annual review of the control

systems is carried out in accordance with the Internal Control:

Revised Guidance for Directors as issued by the Financial

Reporting Council. The review covers consideration of the key

business, operational, compliance and ﬁnancial risks facing the

Company. Each risk is considered with regard to: the controls

exercised at Board or Committee level; reporting by service

providers and controls relied upon by the Board or Committee;

exceptions for consideration by the Board or Committee;

responsibilities for each risk and its review period; and risk

rating. Investment risk is managed to the Board or Committee’s

satisfaction by the Investment Manager, primarily through the

medium of a diversiﬁed portfolio; this approach is described in

more detail in the Investment Manager’s Review.

The Committee reviews a schedule of key risks at each Committee

meeting which identiﬁes the risks, controls and deﬁciencies

that have arisen in the quarter, and any action to be taken. The

Committee reviews the management accounts prepared by the

Company Secretary and Administrator, each quarter, and the

Annual or Half-Yearly Reports arising there from.

The main aspects of the internal controls which have been in place

throughout the year in relation to ﬁnancial reporting are:

•

the valuations prepared by the Investment Manager are

entered into the accounting system and reconciled by the

Administrator. Controls are in place to ensure the eﬀective

segregation of these two tasks;

•

the Administrator cross-checks the monthly valuations

of Listed including AIM and Aquis companies to an

independent data source;

•

an independent review of the unquoted investment

valuations is conducted quarterly by the Board;

•

bank

reconciliations

are

carried

out

daily

the

Administrator;

•

the Board has procedures in place for the approval of

expenses and payments to third parties;

•

the Board reviews the monthly investment and net

asset value reports, quarterly management accounts

and underlying notes to those accounts, and other RNS

announcements as necessary;

•

the

Annual

and

Half-Yearly

Reports

are

reviewed

separately by the Committee prior to consideration by

the Board; and

•

the Board reviews all ﬁnancial information prior to

publication.

The Board has delegated contractually to third parties, the

management of the investment portfolio, the day to day

accounting, company secretarial and administration requirements

and the custody and registration services. Each of these contracts

was entered into aﬅer full and proper consideration by the Board.

The annual review includes a consideration of the risks associated

with the Company’s contractual arrangements with third party

suppliers. The Board monitors and evaluates the performance of

each of the service providers. The Committee also considers on an

annual basis whether it is necessary for the Company to establish

its own internal audit function. For the year under review, the

Committee has determined that the Company does not require

a separate internal audit function given that internal control

reports are received from the Company’s service providers, which

the Committee relies upon to satisfy itself that suﬃcient and

appropriate controls are in place.

Corporate Governance Statement

(continued)

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

The procedure for interim reviews of control systems has been

in place and operational throughout the year under review. The

last formal annual review took place on 20 November 2025.

The Board has identiﬁed no issues with the Company’s internal

control mechanisms that warrant disclosure in the Annual

Report.

Further Disclosures

Amendment of the Company’s Articles of Association

The Company may amend its Articles of Association by special

resolution in accordance with section 21 of the Companies

Act 2006.

Share capital and voting rights

Details of the Company’s share capital can be found on page 41

and in Note 13 on page 77 and there are no reported substantial

shareholdings. The voting rights of Shareholders are set out

below:

Each Shareholder has one vote on a show of hands, and on a

Poll one vote per share held, at a general meeting of the

Company. No member shall be entitled to vote or exercise any

rights at a general meeting unless all their shares have been

paid up in full. Any instrument of proxy must be deposited at the

place speciﬁed by the Directors no later than 48 hours before

the time for holding the meeting. As stated above, voting at the

2026 AGM will be undertaken on a Poll on all Resolutions.

As detailed in the Company’s Articles of Association, the shares

in issue rank equally in all respects and are entitled to dividends

paid out of distributable reserves and the net income derived

from the assets of the Company and, in the event of liquidation,

any surplus arising from the assets.

Shareholders may, if they so wish, arrange for their shares to be

held via a nominee or depository where they retain all ﬁnancial

rights, but not voting/AGM attendance rights, carried by the

Company’s shares.

Powers of the Directors

In addition to the powers granted to the Directors by Company

Law and the Articles of Association, the Directors obtain

authority from Shareholders to issue a limited number of shares,

dis-apply pre-emption rights and purchase the Company’s own

shares. Further details can be found in the Directors’ Report on

pages 43 and 44.

Relations with Shareholders

Communication with Shareholders is considered a high priority.

All Shareholders are entitled to receive a copy of the Annual

Report. Shareholders are encouraged to agree to receive

these electronically. The Board invites communications from

Shareholders and usually there is an opportunity to question the

Directors, the Chair of the Audit Committee and the Investment

Manager

the

AGM.

For

the

2026

AGM,

Shareholders

have

been

requested

submit

questions

unicornaimvct@iscaadmin.co.uk.

The

Company‘s

website

can

accessed

going

to:

www.unicornaimvct.co.uk.

The

Board

whole

approves

the

contents

the

Annual

and

Half-Yearly

Reports,

circulars,

and

other

Shareholder communications in order to ensure that they

present a fair, balanced and understandable assessment of the

Company’s position and prospects and the risks and rewards

to which Shareholders are exposed through continuing to hold

their shares.

For the AGM, all proxy votes are counted to ensure all

Shareholders, whether present at the AGM or not, are able to

vote on the resolutions. At the AGM the Chair will call a Poll for

voting on all resolutions. The proxy votes cast, together with

any votes polled in the meeting room will be used to decide

each resolution. The Poll voting will be declared and the

results published on the Stock Exchange RNS system and the

Company’s website.

The Notice of the Annual General Meeting is included in this

Annual Report and is sent to Shareholders at least 21 days before

the meeting. Shareholders wishing to contact the Board should

direct their communications to the Company Secretary and any

questions will be passed to the relevant Director or the Board as

a whole.

By order of the Board

ISCA Administration Services Limited

Company Secretary

4 December 2025

Corporate Governance Statement

(continued)

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Audit Committee Report

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

I chair the Audit Committee which comprises all members of the

Board to ensure clear communication and to enable all Directors

to be kept fully informed. In my role I have held meetings with

our key service providers in order to better understand risks and

controls, and I reported on them to the Committee. The Board

has determined that at least one member of the Committee has

recent and relevant ﬁnancial experience in our sector and that

the Committee has suﬃcient resources to fulﬁl its responsibilities.

All Board members are independent of the Investment Manager.

The Committee’s responsibilities are set out in its terms of

reference, which are reviewed at least annually and are available

on the Company’s website (www.unicornaimvct.co.uk). We met

four times this year.

During the year under review, the members of the Committee

have:

•

reviewed several iterations of the Company’s Annual

and Half-Year Reports to ensure that they represent the

Company’s position and activities clearly and fairly;

•

reviewed the Committee's terms of reference to ensure

that they remain appropriate;

•

reviewed the external auditor’s audit plan;

•

received the closing audit presentation from the auditors

and discussed the audit ﬁndings;

•

reviewed the eﬀectiveness of the audit process;

•

reviewed

and

reﬁned

our

risk

appetite

and

risk

assessment;

•

enquired

into

the

internal

controls

our

service

providers, including visiting the oﬃces of the Company

Secretary and Administrator and the Investment Manager

and the holding of conference calls with the Registrar and

Custodian;

•

reviewed unquoted investment valuations on a quarterly

and ad hoc basis; and

•

provided advice to the Board on whether the Annual

Report and accounts, taken as a whole, is fair, balanced

and

understandable,

and

provides

the

information

necessary for Shareholders to assess the Company’s

position and performance, business model and strategy.

Financial Reporting

The Committee has responsibility for reviewing the Financial

Statements,

assessing

the

findings

from

the

audit

and

reporting to the Board on any significant matters arising.

The key accounting and reporting issues considered by the

Committee were:

Valuation of the Company’s quoted and unquoted investments:

Valuations of listed, AIM quoted and unquoted investments

are prepared by the Investment Manager. All listed, AIM

and Aquis quoted valuations are independently checked

by the Administrator. The IPEV valuation guidelines require

that the valuation of unquoted companies be calculated

with appropriate methodologies and using the most up to

date company and market data. All unquoted investments are

reviewed and challenged by the Board in quarterly or, where

required, ad hoc valuation meetings. The Committee also

considered the controls in place over the valuation of quoted

investments and the judgements made when considering

whether any losses on investments held should be treated as

realised losses. The Investment Manager monitors the liquidity

of the AIM quoted stocks taking particular note of low trading

volumes compared to the size of our holding. For low turnover

stocks, there is an internal committee at the Investment

Manager which assesses whether or not the ‘bid price’ remains

the appropriate valuation measure.

Revenue Recognition:

The revenue generated from dividend income and interest

from deposits and money funds has been considered by the

Committee. The Committee has considered the controls

in place at the Custodian over the recognition of dividends

from quoted investments and the reviews undertaken by the

Administrator to ensure that the amounts received are in line

with expectations.

Compliance with VCT rules:

The Company has retained Philip Hare & Associates LLP to

advise on its compliance with the legislative requirements

relating to VCTs. Philip Hare & Associates LLP reviews new

investment proposals and carries out bi-annual reviews to

assess the Company’s investment portfolio and financial

position from a VCT regulation perspective.

Audit Committee Report

(continued)

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Risk and Internal Controls

The key risks and internal controls schedule is reviewed at every

meeting, in order to conﬁrm that we are operating within our risk

appetite, to identify emerging or changing risks and to identify

potential improvements to controls. In the period, reﬁnements

have been made to our risks register. Economical and political

risk remain our highest concern as we have little power to

prevent or mitigate them.

Internal Audit

The Committee has not seen the need to recommend the

introduction of an internal audit function as its operations are

entirely carried out by third parties and since such a function

would be disproportionate to the size and activities of the

Company.

External Audit

Johnston Carmichael LLP were appointed as auditor in February

2023. They presented their audit plan and subsequently their

audit ﬁndings to the Committee. The committee has assessed

the eﬀectiveness of the audit process. When assessing the

eﬀectiveness of the process, the Committee considered whether

the auditor:

•

demonstrated strong technical knowledge and a clear

understanding of our business;

•

indicated professional scepticism in key judgements,

particularly around unquoted valuations;

•

ﬁelded a suitable team that is appropriately experienced;

•

demonstrated a proactive approach engaging with the

Committee Chair and service providers;

•

provided a clear explanation of the scope and strategy of

the audit and of its conclusions;

•

communicated eﬀectively throughout;

•

maintained independence and objectivity; and

•

charged fair fees for the services provided.

The auditor does not provide any non-audit services to the

Company.

This is the third year in which Johnston Carmichael has

conducted the audit. As a Public Interest Entity listed on the

London Stock Exchange the Company is subject to mandatory

auditor rotation requirements. The Company will be required

to put the external audit out to tender at least every ten years

and change the Auditor at least every twenty years. Under the

legislation the Company will be required to put the audit out to

tender, at the latest, following the 2033 year end. The auditor is

required to rotate partners every ﬁve years.

Julian Bartlett

Audit Committee Chair

4 December 2025

Statement of Directors’ Responsibilities

The Directors are responsible for preparing the Annual Report

and the Financial Statements in accordance with applicable law

and regulations.

Company

law

requires

the

Directors

prepare

Financial

Statements for each ﬁnancial year. Under that law the Directors

have elected to prepare the Company’s Financial Statements in

accordance with United Kingdom Generally Accepted Accounting

Practice (“UK GAAP’) (United Kingdom Accounting Standards)

and applicable law. Under company law the Directors must not

approve the Financial Statements unless they are satisﬁed that

they give a true and fair view of the state of aﬀairs of the Company

and of the proﬁt or loss for the Company for that period.

In preparing these Financial Statements the Directors are required

to:

•

select suitable accounting policies and then apply them

consistently;

•

make judgements and accounting estimates that are

reasonable and prudent;

•

state whether they have been prepared in accordance

with

UK GAAP subject

to any

material departures

disclosed and explained in the Financial Statements;

•

prepare a Directors' Report, a Strategic Report and

Directors' Remuneration Report which comply with the

requirements of the Companies Act 2006; and

•

prepare the Financial Statements on the going concern

basis unless it is inappropriate to presume the Company

will continue in business.

The Directors are responsible for keeping adequate accounting

records that are suﬃcient to show and explain the Company’s

transactions and disclose with reasonable accuracy at any time

the ﬁnancial position of the Company and enable them to ensure

that the Financial Statements comply with the Companies Act

2006. They are also responsible for safeguarding the assets of

the Company and hence for taking reasonable steps for the

prevention and detection of fraud and other irregularities. The

Directors are responsible for ensuring that the Annual Report and

accounts, taken as a whole, are fair, balanced, and understandable

and provides the information necessary for Shareholders to

assess the Company’s position and performance, business model

and strategy.

Website publication

The Directors are responsible for ensuring the Annual Report

and the Financial Statements are made available on a website.

Financial Statements are published on the Company’s website

in accordance with legislation in the United Kingdom governing

the preparation and dissemination of Financial Statements, which

may vary from legislation in other jurisdictions. The maintenance

and integrity of the Company’s website is the responsibility of

the Directors. The Directors’ responsibility also extends to the

ongoing integrity of the Financial Statements contained therein.

Directors’ responsibilities pursuant to the Disclosure Guidance

and Transparency Rule 4 of the UK Listing Authority

The Directors conﬁrm to the best of their knowledge:

•

The

Financial

Statements

have

been

prepared

accordance with UK GAAP and give a true and fair view

of the assets, liabilities, ﬁnancial position and loss of the

Company.

•

The

Annual

Report

includes

fair

review

the

development and performance of the business and

the ﬁnancial position of the Company, together with a

description of the principal risks and uncertainties that it

faces.

•

The Annual Report and Financial Statements, taken as a

whole, are fair, balanced and understandable and provide

the information necessary for Shareholders to assess the

position and performance, business model and strategy

of the Company.

For and on behalf of the Board:

Tim Woodcock

Chair

4 December 2025

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Independent Auditor’s Report

to the Members of Unicorn AIM VCT plc

Opinion

We have audited the Financial Statements of Unicorn AIM VCT

Plc (“the Company”), for the year ended 30 September 2025,

which comprise the Income Statement, the Statement of Financial

Position, the Statement of Changes in Equity, the Statement of

Cash Flows, and the Notes to the Financial Statements, including

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)

In our opinion the Financial Statements:

•

give a true and fair view of the state of Company’s aﬀairs

as at 30 September 2025 and of its loss for the year then

ended;

•

have been properly prepared in accordance with United

Kingdom Generally Accepted Accounting Practice; and

•

have been prepared in accordance with the requirements

of the Companies Act 2006.

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 are 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. We believe that the audit evidence we

have obtained is suﬃcient and appropriate to provide a basis for

our opinion.

Our approach to the audit

We planned our audit by ﬁrst obtaining an understanding of

the Company and its environment, including its key activities

delegated by the Board to relevant approved third-party service

providers and the controls over provision of those services.

We conducted our audit using information maintained and

provided by Unicorn Asset Management Limited (the “Investment

Manager”),

ISCA

Administration

Services

Limited

(the

“Administrator” and the “Company Secretary”), The Bank of New

York (the “Custodian”) and The City Partnership (UK) Limited (the

“Registrar”) to whom the Company has delegated the provision

of services.

We tailored the scope of our audit to reﬂect our risk assessment,

taking into account such factors as the types of investments

within the Company, the involvement of the Administrator, the

accounting processes and controls, and the industry in which the

Company operates.

The scope of our audit was inﬂuenced by our application of

materiality. We set certain quantitative thresholds for materiality.

These together with qualitative considerations, helped us to

determine the scope of our audit and the nature, timing and

extent of our audit procedures on the individual Financial

Statement line items and disclosures and in the evaluation of the

eﬀect of misstatements, both individually and in aggregate on the

Financial Statements as a whole.

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. These matters included 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, we do not provide a separate opinion on these matters.

We summarise below the key audit matters in arriving at our

audit opinion above, together with how our audit addressed

these matters and the results of our audit work in relation to these

matters.

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Key audit matter

How our audit addressed the key audit matter and our conclusions

Valuation and ownership of unquoted investments

(as per pages 54 and 55 (Audit Committee Report), pages

68 and 69 (Accounting Policies) and Note 9.

The valuation of the level 3, unquoted investment portfolio

at 30 September 2025 was £53.9 million.

As this is one of the largest components of the Company’s

Statement of Financial Position, and there is a high degree

of estimation and subjectivity in the valuation of unquoted

investments, it has been designated as a key audit matter,

being one of the most signiﬁcant assessed risks of material

misstatements due to fraud or error.

The unquoted investments are valued in accordance with

the revised International Private Equity and Venture Capital

("IPEV") valuation guidelines. Signiﬁcant judgement is

required in applying these principles and determining

certain inputs to the valuation models.

Additionally, there is a risk that the investments recorded

as held by the Company may not represent the property

of the Company.

We performed a walkthrough of the unquoted investment valuation

and ownership process to evaluate the design of the process and

implementation of key controls.

We obtained evidence that the Manager’s Valuation Committee

review and approve the valuation of the unquoted investments.

We attended the Board’s year end valuation meeting and obtained

evidence of the Board’s challenge and approval of all valuations.

We stratiﬁed the portfolio of unquoted investments according to risk,

considering the value of individual investments, the movement in

fair value and the inherent risk factors associated with each valuation

basis. We then selected a sample of investments for testing, to

ensure appropriate coverage of each strata of the portfolio. For the

investments in our sample, we:

•

obtained

understanding

the

investee

company

sector for the period being audited, making enquiries of

management;

•

obtained an understanding of the original investment

rationale and valuation basis, along with any milestones set;

•

obtained an update on the investment, paying particular

attention to progress against pre-set milestones and/or

indications that a reduction in valuation may be appropriate;

•

assessed the appropriateness of the valuation basis used,

paying particular attention to any changes from the prior year

valuation basis;

•

agreed data used in the valuation models to independent

sources;

•

based on the speciﬁc risks identiﬁed, for certain investments

in our sample, engaged our specialist corporate ﬁnance team,

to challenge the appropriateness of certain judgements,

such as multiples and discounts;

•

reperformed the enterprise value calculations and waterfalls

to ensure mathematical accuracy;

•

where appropriate, based on the valuation methodology

applied, we developed an auditor’s point estimate or range; and

•

performed back-testing over investment disposals (proceeds

vs most recent valuation) to assess for potential management

bias in the valuation process.

We assessed that the accounting estimates and related disclosures

were appropriately disclosed in the Financial Statements.

We agreed 100% of the investments to share certiﬁcates/loan note

agreements, and where available, the independent conﬁrmation

received from Bank of New York as custodian.

We tested 100% of the valuations of new investments and agreed

them to share certiﬁcates or loan notes.

From our completion of these procedures, we identiﬁed no material

misstatements in relation to the valuation of unquoted investments.

Independent Auditor’s Report

to the Members of Unicorn AIM VCT plc

(continued)

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Key audit matter

How our audit addressed the key audit matter and our conclusions

Revenue recognition, including allocation of special

dividends as revenue or capital returns

As per pages 54 and 55 (Audit Committee Report),

page 69 (Accounting Policies) and Note 2.

Investment income recognised to 30 September 2025

was £3.0 million consisting primarily of income from

quoted investments.

Revenue-based performance metrics are oﬅen one of

the key performance indicators for stakeholders. The

investment income received by the Company during the

year directly impacts these metrics and the minimum

dividend required to be paid by the Company.

There is a risk that revenue is incomplete, inaccurate, or

has not occurred, due to the failure to recognise income

entitlements or failure to appropriately account for their

treatment. It has therefore been designated as a key audit

matter being one of the most signiﬁcant assessed risks of

material misstatement due to error.

Additionally, there is a further fraud risk due to the

judgement that is required in determining the allocation

of special dividends as revenue or capital returns within

the Income Statement.

We performed a walkthrough of the revenue recognition and

special dividend process to evaluate the design of the process and

implementation of key controls.

We conﬁrmed that income was recognised and disclosed in

accordance with FRS 102 and the AIC SORP, by assessing the

appropriateness of the accounting policies applied.

recalculated

100%

dividends

due

from

quoted

and

unquoted investments to the Company based on investment

holdings

throughout

the year and announcements

made

investee companies.

We agreed a sample of dividends received to bank statements.

We assessed the completeness of the special dividend population

with reference to third party market data. In our assessment we found

there to be no special dividends received within the year.

From our completion of these procedures, we identiﬁed no material

misstatements in relation to revenue recognition, including allocation

of special dividends as revenue or capital returns.

Valuation of level 1 and level 2 investments

As per page 54 (Audit Committee Report), pages 68 and

69 (Accounting Policies) and Note 9.

The valuation of the level 1 investment portfolio at

30 September 2025 was £125.0 million and the valuation

of the level 2 investment portfolio was £14.8 million.

As this is the largest component of the Company’s

Statement of Financial Position, and a key driver of the

Company’s net assets and total return, this has been

designated as a key audit matter, being one of the most

signiﬁcant assessed risks of material misstatement due to

error.

There is a further risk that the quoted investments held at

fair value may not be actively traded and the quoted prices

may not therefore be reﬂective of fair value.

We performed a walkthrough of the valuation process for the level

1 and level 2 investments to evaluate the design of the process and

implementation of key controls.

We compared market prices applied to all level 1 and level 2

investments held at 30 September 2025 to an independent third-

party source and recalculated the investment valuations.

We obtained average trading volumes from an independent third-

party source for all level 1 investments held at year end and challenged

management’s active market assessment for investments where

trading volumes indicated lower levels of liquidity.

From our completion of these procedures, we identiﬁed no material

misstatements in relation to the valuation of the quoted investments

Independent Auditor’s Report

to the Members of Unicorn AIM VCT plc

(continued)

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Our application of materiality

We deﬁne materiality as the magnitude of misstatement in the Financial Statements that makes it probable that the economic decisions

of a reasonably knowledgeable person would be changed or inﬂuenced. We use materiality in determining the nature and extent of our

work and in evaluating the results of that work.

Materiality measure

Value

Materiality for the Financial Statements as a whole

We have set materiality as 1% of net assets as we believe that net assets is the primary

performance measure used by investors and is the key driver of shareholder value. We

determined the measurement percentage to be commensurate with the risk and complexity

of the audit and the Company’s listed status.

£1.94 million

(2024: £1.99 million)

Performance materiality

Performance materiality represents amounts set by the auditor at less than materiality for the

Financial Statements as a whole, to reduce to an appropriately low level the probability that the

aggregate of uncorrected and undetected misstatements exceeds materiality for the Financial

Statements as a whole.

In setting this we consider the Company’s overall control environment and our assessment of a

lower risk of material misstatements. Based on our judgement of these factors, along with our

ﬁndings from the prior year audit – which indicated no signiﬁcant issues – we have determined

performance materiality to be set at 75% (2024: 75%) of our overall Financial Statement

materiality.

£1.46 million

(2024: £1.50 million)

Speciﬁc materiality

Recognising that there are transactions and balances of a lesser amount which could inﬂuence

the understanding of users of the Financial Statements we calculated a lower level of materiality

for testing such areas.

Speciﬁcally, given the importance of the distinction between revenue and capital for the

Company, we applied a separate testing threshold for the revenue column of the income

statement set at the higher of 5% of the revenue proﬁt on ordinary activities before taxation

and our Audit Committee reporting threshold.

We have also set a separate materiality in respect of related party transactions and Directors’

remuneration.

We used our judgement in setting these thresholds and considered our experience and

industry benchmarks for speciﬁc materiality.

£0.10 million

(2024: £0.10 million)

Audit Committee reporting threshold

We agreed with the Audit Committee that we would report to them all diﬀerences in excess of

5% of overall materiality in addition to other identiﬁed misstatements that warranted reporting

on qualitative grounds, in our view. For example, an immaterial misstatement as a result of

fraud.

£0.10 million

(2024: £0.10 million)

During the course of the audit, we reassessed initial materiality and found no reason to alter the basis of calculation used at year-end.

Independent Auditor’s Report

to the Members of Unicorn AIM VCT plc

(continued)

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

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:

•

evaluating management’s method of assessing going

concern, including consideration of market conditions

and macro-economic uncertainties;

•

assessing and challenging the forecast cashﬂows and

associated sensitivity modelling used by the Directors in

support of their going concern assessment;

•

obtaining and recalculating management’s assessment of

the Company’s ongoing maintenance of venture capital

trust status; and

•

assessing the adequacy of the Company’s going concern

disclosures included in the Annual Report.

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.

Other information

The other information comprises the information included in

the Annual Report other than the Financial Statements and our

Auditor’s Report thereon. The Directors are responsible for the

other information contained within the Annual Report. 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.

Opinions on other matters prescribed by the Companies Act

2006

In our opinion, the part of the Directors’ Remuneration Report to

be audited has been properly prepared in accordance with the

Companies Act 2006.

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.

Matters on which we are required to report by exception

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.

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 by the

Company, 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; or

•

a corporate governance statement has not been prepared

by the Company.

Corporate governance statement

The 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

Independent Auditor’s Report

to the Members of Unicorn AIM VCT plc

(continued)

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Governance Statement is materially consistent with the Financial

Statements or our knowledge obtained during the audit:

•

the

Directors’

statement

with

regards

the

appropriateness of adopting the going concern basis of

accounting and any material uncertainties identiﬁed set

out on page 42;

•

the Directors’ explanation as to its assessment of the

Company’s prospects, the period this assessment covers

and why the period is appropriate set out on pages 36 and

37;

•

the Directors’ statement on whether it has a reasonable

expectation that the Company will be able to continue in

operation and meet its liabilities set out on page 42;

•

the

Directors’

statement

fair,

balanced

and

understandable set out on page 56;

•

the Board’s conﬁrmation that it has carried out a robust

assessment of the emerging and principal risks set out on

pages 34 and 35;

•

the section of the Annual Report that describes the review

of the eﬀectiveness of risk management and internal

control systems set out on page 52; and

•

the section describing the work of the Audit Committee

set out on pages 54 and 55.

Responsibilities of Directors

explained

fully

the

Statement

Directors’

Responsibilities set out on page 56, 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 or error.

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

the

Financial Statements

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.

A further description of our responsibilities for the audit of

the Financial Statements is located on the Financial Reporting

Council’s website at: http://www.frc.org.uk/auditorsresponsibilities.

This description forms part of our Auditor’s Report.

Extent to which the audit was considered 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.

We assessed whether the engagement team collectively had the

appropriate competence and capabilities to identify or recognise

non-compliance with laws and regulations by considering their

experience, past performance and support available.

All engagement team members were briefed on relevant identiﬁed

laws and regulations and potential fraud risks at the planning

stage of the audit. Engagement team members were reminded

to remain alert to any indications of fraud or non-compliance with

laws and regulations throughout the audit.

We obtained an understanding of the legal and regulatory

frameworks that are applicable to the Company and the sector in

which it operates, focusing on those provisions that had a direct

eﬀect on the determination of material amounts and disclosures

in the Financial Statements. The most relevant frameworks we

identiﬁed include:

•

Companies Act 2006;

•

FCA

Listing

Rules

and

Disclosure

Guidance

and

Transparency Rules (DTR);

•

the principles of the UK Corporate Governance Code

applied by the AIC Code of Corporate Governance (the

“AIC Code”);

•

industry

practice

represented

the Statement of

Recommended

Practice:

Financial

Statements

Investment Trust Companies and Venture Capital Trusts

(“the SORP”);

•

United

Kingdom

Generally

Accepted

Accounting

Practice; and

•

the Company’s qualiﬁcation as a Venture Capital Trust

under section 274 of the Income Tax Act 2007.

We gained an understanding of how the Company is complying

with

these

laws

and

regulations

making

enquiries

management

and

those

charged

with

governance.

corroborated these enquiries through our review of relevant

Independent Auditor’s Report

to the Members of Unicorn AIM VCT plc

(continued)

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

correspondence with regulatory bodies and board meeting

minutes.

We assessed the susceptibility of the Company’s Financial

Statements to material misstatement, including how fraud

might occur, by meeting with management and those charged

with governance to understand where it was considered there

was susceptibility to fraud. This evaluation also considered

how

management

and

those

charged

with

governance

were remunerated and whether this provided an incentive

for fraudulent activity. We considered the overall control

environment and how management and those charged with

governance oversee the implementation and operation of

controls. In areas of the Financial Statements where the risks

were considered to be higher, we performed procedures to

address each identiﬁed risk. We identiﬁed a heightened fraud

risk in relation to:

•

management override of controls;

•

the allocation of special dividends as revenue or capital

returns; and

•

valuation of unquoted investments.

Audit procedures performed in response to the risks relating

to the valuation of unquoted investments and the allocation

of special dividends as revenue or capital returns are set out in

the section on key audit matters above, and audit procedures

performed in response to the risk of management override of

controls are included below.

In addition to the above, the following procedures were

performed to provide reasonable assurance that the Financial

Statements were free of material fraud or error:

•

reviewing minutes of meetings of those charged with

governance for reference to: breaches of laws and

regulation or for any indication of any potential litigation

and claims; and events or conditions that could indicate

an incentive or pressure to commit fraud or provide an

opportunity to commit fraud;

•

performing

audit

procedures

over

the

risk

management

override

controls,

including

unpredictability testing, testing of journal entries and

other adjustments for appropriateness, recalculating the

investment management and performance incentive

fees, evaluating the business rationale of signiﬁcant

transactions outside the course of normal business

and assessing judgements made by management in

their calculation of accounting estimates for potential

management bias;

•

completion of appropriate checklists and use of our

experience to assess the Company’s compliance with the

Companies Act 2006 and the Listing Rules; and

•

agreement of the Financial Statement disclosures to

supporting documentation.

Our audit procedures were designed to respond to the risk of

material misstatements 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 intentional concealment, forgery, collusion,

omission or misrepresentation. There are inherent limitations in

the audit procedures performed above 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 would become aware of it.

Other matters which we are required to address

Following the recommendation of the Audit Committee, we

were appointed by the Board on 7 February 2023 to audit the

Financial Statements for the year ended 30 September 2023

and subsequent ﬁnancial periods. The period of our total

uninterrupted engagement is three years, covering the years

ended 30 September 2023 to 30 September 2025.

The non-audit services prohibited by the FRC’s Ethical Standard

were not provided to the Company and we remain independent

of the Company in conducting our audit.

Our audit opinion is consistent with the additional report to the

Audit Committee.

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.

Richard Sutherland (Senior Statutory Auditor)

For and on behalf of Johnston Carmichael LLP

Statutory Auditor

Edinburgh, United Kingdom

4 December 2025

Independent Auditor’s Report

to the Members of Unicorn AIM VCT plc

(continued)

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Income Statement

for the year ended 30 September 2025

Year ended

30 September 2025

Year ended

30 September 2024

Notes

Revenue

£'000

Capital

£'000

Total

£'000

Revenue

£'000

Capital

£'000

Total

£'000

Net unrealised losses on investments

–

(3,043)

–

(3,267)

Net gains on realisation of investments

–

1,603

–

5,689

Income

2,970

–

2,970

2,910

–

2,910

Investment management fees

1g & 3

(931)

(2,794)

(3,725)

(980)

(2,940)

(3,920)

Other expenses

(817)

–

(817)

(787)

–

(787)

Proﬁt/(loss) on ordinary activities before

taxation

1,222

(4,234)

(3,012)

1,143

(518)

625

Tax on proﬁt/(loss) on ordinary activities

–

Proﬁt/(loss) on ordinary activities aﬅer

taxation for the ﬁnancial year

1,222

(4,234)

(3,012)

1,143

(518)

625

Basic and diluted earnings per share:

Ordinary shares

0.60p

(2.08)p

(1.48)p

0.62p

(0.28)p

0.34p

All revenue and capital items in the above statement derive from continuing operations of the Company.

The total column of this statement is the Statement of Total Comprehensive Income of the Company prepared in accordance with

applicable Financial Reporting Standards ("FRS"). The supplementary revenue return and capital return columns are prepared in

accordance with the Statement of Recommended Practice ("AIC SORP") issued in July 2022 by the Association of Investment Companies.

Other than revaluation movements arising on investments held at fair value through proﬁt or loss, there were no diﬀerences between the

proﬁt/(loss) as stated above and at historical cost.

The notes on pages 68 to 85 form part of these Financial Statements.

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Statement of Financial Position

as at 30 September 2025

Company number 04266437

30 September 2025

30 September 2024

Notes

£‘000

£'000

£‘000

£'000

Non-current assets

Investments at fair value

193,578

191,643

Current assets

Debtors

438

5,388

Cash and cash equivalents

2,635

4,420

3,073

9,808

Creditors: amounts falling due within one year

(2,290)

(2,029)

Net current assets

783

7,779

Net assets

194,361

199,422

Capital

Called up share capital

2,153

1,904

Capital redemption reserve

–

199

Share premium account

–

124,570

Capital reserve

17,837

26,582

Special reserve

153,903

24,027

Proﬁt and loss account

20,468

22,140

Equity Shareholders’ funds

194,361

199,422

Net asset value per Ordinary share:

Ordinary shares

90.28p

104.72p

The Financial Statements were approved and authorised for issue by the Board of Directors on 4 December 2025 and were signed on

their behalf by:

Tim Woodcock

Chair

The notes on pages 68 to 85 form part of these Financial Statements.

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Statement of Changes in Equity

for the year ended 30 September 2025

Called

up share

capital

£'000

Capital

redemption

reserve

£'000

premium

account

£'000

Unrealised

capital

reserve

£'000

Special

reserve*

£'000

Proﬁt

and loss

account**

£'000

Total

£'000

At 1 October 2024

1,904

199

124,570

26,582

24,027

22,140

199,422

Shares repurchased and cancelled

(see Note 13)

(64)

–

(5,340)

–

(5,340)

Shares issued under Oﬀer for Subscription

(see Note 13)

272

–

24,422

–

24,694

Expenses of shares issued under Oﬀer for

Subscription (see Note 14)

–

(612)

–

(612)

Proceeds from DRIS share issues

–

3,641

–

3,682

Expenses of DRIS share issues

–

(40)

–

(40)

Cancellation of Share premium account

and Capital redemption reserve

–

(263)

(151,981)

–

152,244

–

Transfer from special reserve***

–

(4,693)

4,693

–

Gains on disposal of investments (net of

transaction costs)

–

1,603

Realisation of previously unrealised

valuation movements****

–

(5,702)

–

5,702

–

Net decreases in unrealised valuations in

the year

–

(3,043)

–

(3,043)

Dividends paid (Note 7)

–

(12,335)

(12,098)

(24,433)

Investment Management fee charged to

capital

–

(2,794)

Revenue return for the year

–

1,222

At 30 September 2025

2,153

–

17,837

153,903

20,468

194,361

At 1 October 2023

1,729

147

100,974

56,883

39,040

13,083

211,856

Shares repurchased and cancelled

(52)

–

(4,885)

–

(4,885)

Shares issued under Oﬀer for Subscription

187

–

19,812

–

19,999

Expenses of shares issued under Oﬀer for

Subscription

–

(503)

–

(503)

Proceeds from DRIS share issues

–

4,325

–

4,365

Expenses of DRIS share issues

–

(38)

–

(38)

Transfer from special reserve***

–

(4,077)

4,077

–

Gains on disposal of investments (net of

transaction costs)

–

5,689

Realisation of previously unrealised

valuation movements****

–

(27,034)

–

27,034

–

Net decreases in unrealised valuations in

the year

–

(3,267)

–

(3,267)

Dividends paid (Note 7)

–

(6,051)

(25,946)

(31,997)

Investment Management fee charged to

capital

–

(2,940)

Revenue return for the year

–

1,143

At 30 September 2024

1,904

199

124,570

26,582

24,027

22,140

199,422

* The special reserve and proﬁt and loss account are distributable to Shareholders. The special reserve was created by the cancellation of the Share premium account and Capital

redemption reserve in March 2019. In addition, on 30 September 2025, the court approved the further cancellation of the Share premium account and Capital redemption reserve.

** The proﬁt and loss account consists of the Revenue reserve of £1.5 million and the realised capital reserve of £19.0 million.

*** Transfer of realised losses in accordance with accounting policy f(iii) on page 69.

**** Transfer of previously unrealised valuation movements on investments sold in the year.

The notes on pages 68 to 85 form part of these Financial Statements.

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Statement of Cash Flows

for the year ended 30 September 2025

30 September 2025

30 September 2024

Notes

£‘000

£'000

£‘000

£'000

Operating activities

Investment income received

2,921

3,188

Investment management fees paid

(3,747)

(3,974)

Other cash payments

(823)

(883)

Net cash outﬂow from operating activities

(1,649)

(1,669)

Investing activities

Purchase of investments

(43,706)

(65,905)

Sale of investments

45,338

79,305

Net cash inﬂow from investing activities

1,632

13,400

Net cash (outﬂow)/inﬂow before ﬁnancing

(17)

11,731

Financing

Dividends paid

(20,751)

(27,641)

Unclaimed dividends returned

281

400

Shares issued under Oﬀer for Subscription (net of transaction costs)

24,082

19,496

Expenses of DRIS share issues

(40)

(38)

Shares repurchased for cancellation

(5,340)

(4,885)

Net cash outﬂow from ﬁnancing

(1,768)

(12,668)

Net decrease in cash and cash equivalents

(1,785)

(937)

Cash and cash equivalents at 30 September 2024

4,420

5,357

Cash and cash equivalents at 30 September 2025

2,635

4,420

The notes on pages 68 to 85 form part of these Financial Statements.

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Notes to the Financial Statements

for the year ended 30 September 2025

Accounting policies

A summary of the principal accounting policies, all of which have been applied consistently throughout the year, is set out below:

Basis of accounting

The Financial Statements have been prepared under FRS 102 and the SORP issued by the Association of Investment Companies

in July 2022.

In accordance with the requirements of FRS 102 Section 14.4B, those undertakings in which the Company holds more than 20% of

the equity as part of an investment portfolio are not accounted for using the equity method. In these circumstances the investment is

measured at “fair value through profit or loss”. The Company is exempt from preparing consolidated accounts under the investment

entities exemption as permitted by FRS 102.

The Financial Statements have been prepared on a going concern basis under the historical cost convention, except for the

measurement at fair value of investments designated as fair value through profit or loss.

As a result of the Directors’ decision to distribute capital profits by way of a dividend, the Company revoked its investment company

status as defined under section 266(3) of the Companies Act 1985, on 17 August 2004.

Going concern

After due consideration, the Directors believe that the Company has adequate resources for a period of at least 12 months from the

date of the approval of the Financial Statements and that it is appropriate to apply the going concern basis in preparing the Financial

Statements. As at 30 September 2025, the Company held cash balances of £2.6 million, £21.4 million in fully listed stocks and £14.8 million

in the Unicorn Ethical OEIC fund, the BlackRock Cash Fund (Unit Trust) and the Royal London Short-Term Money Market Fund (OEIC).

The majority of the Company’s investment portfolio remains invested in qualifying and non-qualifying AIM traded equities which may be

realised, subject to the need for the Company to maintain its VCT status. The cash flow projections, covering a period of at least twelve

months from the date of approving the Financial Statements, have been reviewed and show that the Company has access to sufficient

liquidity to meet both contracted expenditure and any discretionary cash outflows from buybacks and dividends. The Company has no

borrowings and is therefore not exposed to any gearing covenants.

Presentation of the Income Statement

In order to better reflect the activities of a VCT and in accordance with the SORP, supplementary information which analyses

the Income Statement between items of a revenue and capital nature has been presented alongside the Statement of Total

Comprehensve Income. The revenue column of the profit attributable to Shareholders is the measure the Directors believe

appropriate in assessing the Company’s compliance with certain requirements set out in section 274 Income Tax Act 2007.

Investments

All investments held by the Company are classified as “fair value through profit or loss”, in accordance with FRS102. This classification

is followed as the Company’s business is to invest in financial assets with a view to profiting from their total return in the form of

capital growth and income and in accordance with the Company’s risk management and investment policy. In the preparation of

the valuations of assets, in accordance with current International Private Equity and Venture Capital Valuation ("IPEV") guidelines, the

Directors are required to make judgements and estimates that are reasonable and incorporate their knowledge of the performance

of the investee companies.

•

For investments actively traded on organised ﬁnancial markets, fair value is generally determined by reference to Stock

Exchange market quoted bid prices at the close of business on the balance sheet date. Purchases and sales of quoted

investments are recognised on the trade date where a contract of sale exists whose terms require delivery within a time

frame determined by the relevant market.

•

For level 2 investments fair value is determined by the Net Asset Value of the OEIC/Unit Trust at the Balance Sheet date.

•

Unquoted investments are reviewed at least quarterly to ensure that the fair values are appropriately stated and are valued

in accordance with current IPEV guidelines, as updated in December 2022, which relies on subjective estimates. Fair

value is established by assessing diﬀerent methods of valuation, such as price of recent transaction, earnings multiples,

discounted cash ﬂows and net assets. Purchases and sales of unlisted investments are recognised when the contract for

acquisition or sale becomes unconditional.

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

•

Where a company’s underperformance against plan indicates a diminution in the value of the investment, provision

against cost is made, as appropriate. Where it is considered the value of an investment has fallen permanently below

cost, the loss is treated as a permanent impairment and as a realised loss, even though the investment is still held. The

Board assesses the portfolio for such investments and, aﬅer agreement with the Investment Manager, will agree the

values that represent the extent to which an investment loss has become realised. This is based upon an assessment of

objective evidence of that investment’s prospects, to determine whether there is potential for the investment to recover

in value.

•

Redemption premiums on loan stock investments are recognised at fair value when the Company receives the right to a

premium and when considered recoverable.

Income

Dividends receivable on quoted equity shares are taken to revenue on the ex-dividend date. Dividends receivable on unquoted

equity shares are brought into account when the Company’s right to receive payment is established and there is no reasonable

doubt that payment will be received. Fixed returns on non-equity shares are recognised on a time apportioned basis so as to reflect

the effective interest rate, provided there is no reasonable doubt that payment will be received in due course. Fixed returns on debt

securities are recognised on a time-apportioned basis so as to reflect the effective yield.

Dividends are allocated to revenue or capital depending on whether the dividend is of a revenue or capital nature. Capital

reconstructions or reorganisations of the investee company resulting in the payment of a dividend may be considered to be of a

capital nature. Such dividends are reviewed on a case by case basis.

Reserves

(i)

Realised (included within the Profit and loss account reserve)

The following are accounted for in these reserves:

•

the costs associated with running the Company.

•

gains and losses on realisation of investments;

•

permanent diminution in value of investments; and

•

transaction costs incurred in the acquisition of investments.

(ii)

Unrealised capital reserve (Revaluation reserve)

Increases and decreases in the valuation of investments held at the year-end are accounted for in this reserve, except to the extent

that the diminution is deemed permanent.

In accordance with stating all investments at fair value through profit or loss, all such movements through both unrealised and

realised capital reserves are shown within the Income Statement for the year.

(iii) Special reserve

The Special reserve was created by the cancellation of the Share premium account and Capital redemption reserve in March 2019. In

addition, on 30 September 2025, the court approved the further cancellation of the Share premium account and Capital redemption

reserve leading to £152.2 million of distributable reserves being added to the Special reserve. The purpose of the Special reserve

is to fund market purchases of the Company’s own shares as and when it is considered by the Board to be in the interests of the

Shareholders, make distributions and to write-off existing and future losses (including permanent impairments) as the Company

must take into account capital losses in determining distributable reserves. In addition, 75% of the management fee and the related

tax effect are transferred to this reserve. Included in the transfer to the Special reserve from the profit and loss account is the total of

realised losses incurred by the Company in the year of £1,899,000.

(iv)

Capital redemption reserve

Represents the nominal value of the shares purchased and cancelled less the amount cancelled by the Court as detailed above.

(v)

Share premium account

Represents the amount received in excess of nominal value on the issue of shares less the amount cancelled by the Court as detailed

above.

(vi) Share capital

Represents the nominal value of the shares issued.

Notes to the Financial Statements

(continued)

for the year ended 30 September 2025

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Expenses

All expenses are accounted for on an accruals basis. Expenses are charged wholly to revenue, with the exception of expenses

incidental to the acquisition or disposal of an investment, which are charged to capital, and with the further exception that 75% of

the fees payable to the Investment Manager are charged against capital. This is in line with the Board's expected long-term split of

returns from the investment portfolio of the Company.

Taxation

No taxation liability arises on the Company's income or any gains on sales of fixed asset investments by virtue of its VCT status.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where

transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred

at the balance sheet date. Timing differences are differences between the Company’s taxable profits and its results as stated in the

Financial Statements that arise from the inclusion of gains and losses in the tax assessments in periods different from those in which

they are recognised in the Financial Statements.

Deferred tax is measured at the average tax rates that are expected to apply in the years in which the timing differences are expected

to reverse based on tax rates and laws that have been enacted or substantively enacted at the balance sheet date. Deferred tax is

measured on a non-discounted basis.

A deferred tax asset is recognised only to the extent that it is more likely than not that future taxable profits will be available against

which the asset can be utilised.

Any tax relief obtained in respect of management fees allocated to capital is credited to the capital reserve – realised and a

corresponding amount is charged against revenue. The tax relief is the amount by which any corporation tax payable is reduced as

a result of these capital expenses.

Cash and cash equivalents

This includes cash at bank and in hand.

Judgements and estimates

The preparation of the Financial Statements requires the Company to make judgements, estimates and assumptions that affect

amounts reported for assets and liabilities at the balance sheet date and the amounts reported for revenues and expenditure during

the year. The nature of estimation means that the actual outcomes may differ from such estimates, possibly significantly.

The majority of the Company’s equity investments, Unit Trusts and OEICs, total £139.7 million at the year end, are valued using bid

market prices or net asset values, and do not require significant estimates to be used. However, significant estimates are used in

valuing unquoted investments of £53.9 million at the year end, where there is no available market price. These estimates have a risk

of material adjustment within the next year. A more detailed analysis of the valuation methods used is shown in Note 17 on pages 79

to 85.

Significant estimates are not used in valuing the Company’s other net current assets and liabilities of £0.8 million at the year end.

In addition, whilst not affecting the Net Asset Value of the Company, judgement is used in deciding whether a holding should be

impaired and this does affect the level of distributable reserves. Further details are given in Note 9 on page 75.

Notes to the Financial Statements

(continued)

for the year ended 30 September 2025

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

2. Income

2025

2024

Revenue

£'000

Capital

£'000

Total

£'000

Revenue

£'000

Capital

£'000

Total

£'000

Income from investments

– equities

2,032

–

2,032

1,830

–

1,830

– loan stocks

–

– bank interest

–

– Unicorn managed OEIC

200

–

200

189

–

189

– Other OEIC and Unit Trust

652

–

652

804

–

804

Total income

2,970

–

2,970

2,910

–

2,910

Total income comprises:

Dividends

2,884

–

2,884

2,823

–

2,823

Loan stock

–

Interest

–

2,970

–

2,970

2,910

–

2,910

Income from investments comprises:

Listed UK securities

788

–

788

470

–

470

OEICs and Unit Trust

852

–

852

993

–

993

AIM and unquoted companies

1,265

–

1,265

1,366

–

1,366

2,905

–

2,905

2,829

–

2,829

Investment Management fees

2025

2024

Revenue

£'000

Capital

£'000

Total

£'000

Revenue

£'000

Capital

£'000

Total

£'000

Unicorn Asset Management Limited

931

2,794

3,725

980

2,940

3,920

The Management fee is calculated as follows:

Net assets

Since 1 January 2022

Up to £200 million

2.0% per annum as at the relevant quarter date

In excess of £200 million and up to £450 million

1.5% per annum as at the relevant quarter date

In excess of £450 million

1.0% per annum as at the relevant quarter date

At 30 September 2025, oﬃcers and employees of the Investment Manager held 1,900,460 shares in the Company.

During the year, Unicorn Asset Management Limited (“UAML”) received an annual management fee, as detailed above, of the net asset

value of the Company, excluding the value of the investment in the Unicorn OEIC.

Notes to the Financial Statements

(continued)

for the year ended 30 September 2025

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

If the Company raises further funds during a quarter the net asset value for that quarter is reduced by an amount equal to the amount

raised, net of costs, multiplied by the percentage of days in that quarter prior to the funds being raised. The annual management fee

charged to the Company is calculated and payable quarterly in arrears. In the year ended 30 September 2025, UAML also earned fees of

£26,000 (2024: £25,000), being OEIC management fees calculated on the value of the Company’s holdings in the OEIC on a daily basis.

This management fee is 0.75% per annum of the net asset value of the Unicorn UK Ethical Fund OEIC.

The management fee will be subject to repayment to the extent that the annual costs of the Company incurred in the ordinary course of

business have exceeded 2.75% of the closing net assets of the Company at each year end. There was no excess of expenses for year ended

30 September 2025, or the prior year.

4. Other expenses

2025

£‘000

2024

£‘000

Directors’ remuneration (see Note 5 below)

155

138

IFA trail commission

–

Administration services (ISCA)

212

204

Broker’s fees

Custody fees

Loan stock interest impaired

–

Auditors’ fees

– for audit related services pursuant to legislation excluding VAT

VCT compliance monitoring fees

Other professional fees (including taxation fees)

Directors’ and oﬃcers' insurance

Registrar’s fees

Printing

Sundry

817

787

Directors' remuneration

2025

£‘000

2024

£‘000

Directors’ emoluments

Tim Woodcock

Charlotta Ginman

Josephine Tubbs

Julian Bartlett

–

Jeremy Hamer (retired 12 February 2025)

155

138

No pension scheme contributions or retirement beneﬁt contributions were paid. There are no share option contracts held by the

Directors. Since all the Directors are non-executive, the other disclosures required by the Listing Rules are not applicable.

The Company has no employees.

Notes to the Financial Statements

(continued)

for the year ended 30 September 2025

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Taxation on ordinary activities

Analysis of tax charge in the year

2025

£'000

2024

£'000

Current and total tax charge (Note 6b)

–

Factors affecting tax charge for the year:

2025

£'000

2024

£'000

(Loss)/proﬁt on ordinary activities before tax

(3,012)

625

(Loss)/proﬁt on ordinary activities multiplied by standard rate of

corporation tax in the UK of 25% (2024: 25%)

(753)

156

Non-taxable UK dividend income

(721)

(505)

Non-taxable unrealised losses

761

817

Non-taxable realised gains

(401)

(1,422)

Allowable expense not charged to revenue

698

735

Deferred tax asset not recognised

416

219

Actual current charge – revenue

–

Impact of allowable expenditure credited to capital reserve

(698)

(735)

Additional deferred tax asset not recognised

698

735

Actual tax charge – capital

–

Tax charge for the year

–

Tax relief relating to investment management fees is allocated between Revenue and Capital in the same proportion as such fees.

There is no taxation in relation to capital gains or losses. Due to the Company’s status as a Venture Capital Trust, and the intention to

continue meeting the conditions required to maintain this status in the foreseeable future, the Company has not provided deferred tax

on any capital gains and losses arising on the revaluation or disposal of investments.

No deferred tax asset has been recognised on surplus management expenses carried forward. At present it is not envisaged that any tax

will be recovered in the foreseeable future. The amount of surplus management expenses carried forward is £62,541,000 (30 September

2024: £58,085,000).

Notes to the Financial Statements

(continued)

for the year ended 30 September 2025

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Dividends

2025

£'000

2024

£'000

Amounts recognised as distributions to equity holders in the year:

Interim capital dividend of 3.0 pence (2024: 3.0 pence) per share

for the year ended 30 September 2025 paid on 12 August 2025

6,471

5,728

Final capital dividend of 3.1 pence (2024: 3.5 pence) per share

for the year ended 30 September 2024 paid on 21 February 2025

5,864

6,051

Final revenue dividend of 0.4 pence (2024: nil pence) per share

for the year ended 30 September 2024 paid on 21 February 2025

757

–

Special interim capital dividend of 11.7 pence per share paid on 14 February 2024

–

20,226

Special capital dividend of 6.0 pence per share paid on 21 February 2025

11,350

–

Total dividends paid in the year

24,442

32,005

Unclaimed dividends returned

(9)

(8)

Total dividends*

24,433

31,997

* The diﬀerence between total dividends and that shown in the Cash Flow Statement is £3,682,000, which is the amount of dividends reinvested under the DRIS.

The proposed ﬁnal dividend is subject to approval by Shareholders at the Annual General Meeting and has not been included as a liability

in these Financial Statements. The ﬁnal dividend will consist of a 3.1 pence capital dividend and 0.4 pence revenue dividend in order to

ensure the Company does not retain more than 15% of its income from shares and securities.

Set out below are the total income dividends payable in respect of the 2024/25 ﬁnancial year, which is the basis on which the requirements

of Section 274 of the Income Tax Act 2007 are considered.

2025

£'000

2024

£'000

Proﬁt for the year

1,222

1,143

Proposed ﬁnal income dividend of 0.4 pence (2024: 0.4 pence)

for the year ended 30 September 2025

861

762

Basic and diluted earnings and return per share

2025

2024

Total earnings aﬅer taxation: (£'000)

(3,012)

625

Basic and diluted earnings per share (Note a) (pence)

(1.48)

0.34

Net revenue from ordinary activities aﬅer taxation (£'000)

1,222

1,143

Revenue earnings per share (Note b) (pence)

0.60

0.62

Total capital return (£'000)

(4,234)

(518)

Capital earnings per share (Note c) (pence)

(2.08)

(0.28)

Weighted average number of shares in issue during the year

203,957,547

183,590,913

Notes

a) Basic and diluted earnings per share is total earnings aﬅer taxation divided by the weighted average number of shares in issue during the year.

b) Revenue earnings per share is net revenue aﬅer taxation divided by the weighted average number of shares in issue during the year.

c) Capital earnings per share is total capital return divided by the weighted average number of shares in issue during the year.

There are no instruments in place that may increase the number of shares in issue in future. Accordingly, the above ﬁgures currently represent both basic and diluted returns.

Notes to the Financial Statements

(continued)

for the year ended 30 September 2025

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Investments at fair value

Fully

listed

£'000

Traded on

AIM

£'000

Unlisted

£'000

Unlisted

loan stock

£'000

Other

funds*

£'000

2025

Total

£'000

2024

Total

£'000

Opening book cost at

30 September 2024

20,980

115,078

27,184

600

14,563

178,405

166,314

Unrealised (losses)/gains at

30 September 2024

(1,871)

1,837

27,128

–

(511)

26,583

56,883

Permanent impairment in

value of investments

–

(2,199)

(11,146)

–

(13,345)

(15,666)

Opening valuation at

30 September 2024

19,109

114,716

43,166

600

14,052

191,643

207,531

Shares fully listed

7,208

(7,208)

–

Shares delisted

–

(2,216)

2,216

–

Purchases at cost

–

10,206

3,700

1,800

28,000

43,706

66,948

Sale proceeds

(2,762)

(10,460)

(596)

–

(26,520)

(40,338)

(85,348)

Net realised gains

396

702

596

–

(84)

1,610

5,779

Movement in unrealised gains

(2,585)

(2,142)

2,977

(600)

(693)

(3,043)

(3,267)

Closing valuation at

30 September 2025

21,366

103,598

52,059

1,800

14,755

193,578

191,643

Book cost at 30 September 2025

22,113

104,696

35,318

2,400

15,987

180,514

178,405

Unrealised (losses)/gains at

30 September 2025

(747)

2,928

17,488

(600)

(1,232)

17,837

26,583

Permanent impairment in value

of investments (see note)

–

(4,026)

(747)

–

(4,773)

(13,345)

Closing valuation at

30 September 2025

21,366

103,598

52,059

1,800

14,755

193,578

191,643

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

Transaction costs on the purchase and disposal of investments of £7,000 were incurred in the year. These have not been deducted from

realised gains shown above of £1,610,000 but have been deducted in arriving at gains on realisation of investments disclosed in the

Income Statement of £1,603,000.

The shares fully listed during the year relate to the holding in MaxCyte.

The shares delisted during the year relate to Brighton Pier Group (£85,000), LungLife AI (£408,000), Merit Group (£134,000), Oncimmune

Holdings (£191,000), Totally (£518,000) and Tribe Technology (£880,000).

Note: Permanent impairments of £13,345,000 were held in respect of losses on investments held at the previous year end. No impairments

have been provided for in the year. The reduction in impairments of £8,572,000 relate to the sale of Kingswood Holdings (£1,000,000)

and Syndicate Room (£625,000) and companies dissolved, Crawshaw Group (£1,539,000), Invu (£205,000), The British Honey Company

(£3,101,000) and Uvenco (£2,102,000).

Reconciliation of cash movements in investment transactions

There is no diﬀerence between the purchases above and that shown in the Cash Flows. The diﬀerence between the sale proceeds in

Note 9 and that shown in the Cash Flows is £5,000,000 which relates to the trades for future settlement outstanding at the prior year end.

Notes to the Financial Statements

(continued)

for the year ended 30 September 2025

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10. Significant interests

At 30 September 2025, the Company held signiﬁcant investments, amounting to 3% or more of the equity capital of an undertaking, in

the following companies:

Stock

Equity

investment

(ordinary shares)

£'000

Investment in

loan stock and

preference shares

£'000

Total

investment

(at cost)

£'000

Percentage of

investee company’s

total equity

Hasgrove

1,277

–

1,277

25.9

Feedback

4,900

–

4,900

15.8

LungLife AI

3,835

–

3,835

12.7

PHSC

253

–

253

12.2

nkoda Limited

2,496

–

2,496

10.5

LightwaveRF

2,616

–

2,616

9.9

Aurrigo International

4,858

–

4,858

9.6

Incanthera

1,960

–

1,960

9.5

Anpario

1,423

–

1,423

9.1

Directa Plus

5,250

–

5,250

9.0

Oberon Investments Group

2,499

–

2,499

8.7

Tribe Technologies

2,000

600

2,600

8.3

Verici DX

3,621

–

3,621

7.9

Heartstone Inns

1,112

–

1,112

7.6

Huddled Group

2,250

–

2,250

7.4

Oxford Biodynamics

4,098

–

4,098

7.4

RC Fornax

1,302

–

1,302

7.0

Good Life Plus

1,500

–

1,500

6.7

Renalytix AI

3,675

–

3,675

6.4

Dillistone Group

937

–

937

6.3

Warwick Acoustics

2,000

–

2,000

5.9

Fusion Antibodies

1,410

–

1,410

5.6

Tracsis

1,500

–

1,500

5.6

Phynova

1,500

–

1,500

5.3

Equipmake Holdings

2,500

–

2,500

5.2

Quantum Base Holdings

750

–

750

5.1

Avingtrans

996

–

996

5.0

Pulsar Group

3,159

–

3,159

4.8

SulNOx Group

1,741

–

1,741

4.6

Eden Research

1,500

–

1,500

4.3

Destiny Pharma

2,500

–

2,500

4.3

Hardide

2,054

–

2,054

4.0

Trellus Health

2,500

–

2,500

3.9

Ixico

341

–

341

3.9

Engage XR

2,084

–

2,084

3.6

Touchstar

337

–

337

3.6

Tristel

878

–

878

3.4

Arecor Therapeutics

2,778

–

2,778

3.2

Polarean Imaging

2,257

–

2,257

3.2

PCI-PAL

1,023

–

1,023

3.1

SkinBioTherapeutics

1,500

–

1,500

3.1

Windar Photonics

1,170

–

1,170

3.0

All of the above companies are incorporated in the United Kingdom.

At 30 September 2025, the Company held 28.3% of the Income B shares issued by the Unicorn UK Ethical Income Fund. Unicorn UK

Ethical Income Fund is a sub-fund of the Unicorn Investment Funds ICVC, managed by Unicorn Asset Management Limited ("UAML").

The Company owns 25.9% of the equity of Hasgrove. The value of Hasgrove at 30 September 2025 was £46.7 million equating to 24.0% of

net assets. In Hasgrove's last ﬁnancial statements for the year ended 31 December 2024, the turnover was £42.4 million, proﬁt before tax

was £11.8 million and net assets £20.0 million.

The total percentage of equity held in the Company’s investments by funds managed by UAML is disclosed in the Investment Portfolio

Summary on pages 19 to 25 of this Report.

Notes to the Financial Statements

(continued)

for the year ended 30 September 2025

Unicorn AIM VCT plc

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11. Debtors

2025

£'000

2024

£'000

Amounts due within one year:

Trades for future settlement

–

5,000

Prepayments and accrued income

438

388

438

5,388

12. Creditors: amounts falling due within one year

2025

£'000

2024

£'000

Accruals

1,114

1,134

Unclaimed dividends

1,176

895

2,290

2,029

13. Called up share capital

2025

£'000

2024

£'000

Allotted, called-up and fully paid:

Ordinary shares of 1p each: 215,281,044 (2024: 190,437,026)

2,153

1,904

In January 2025, the Company announced an Oﬀer for Subscription which opened on 13 February 2025 and closed fully subscribed on

31 March 2025. The Company allotted 27,156,497 Ordinary shares representing 14.3% of the opening share capital at prices ranging from

85.95 pence to 96.04 pence per share, raising net funds of £24.1 million from gross funds raised of £24.7 million.

Share Issues and Buybacks

In addition, the Company allotted 4,085,208 shares under the Dividend Reinvestment Scheme ("DRIS") at an average price of 90.13 pence

per share.

During the year a total of 6,397,687 (2024: 5,205,225) shares representing 3.4% of the opening share capital, were bought back for

cancellation, at an average price of 83.46 pence per share (including costs), for a total cost of £5.3 million (2024: £4.9 million). Details are

shown below:

Date

Number of

Price per share

pence

Discount to NAV

Total cost

£'000

17 December 2024

1,264,156

90.00

10.9

1,143

17 January 2025

439,418

81.50

10.6

360

17 March 2025

1,397,010

79.50

11.0

1,116

18 June 2025

1,761,891

82.50

10.9

1,461

21 July 2025

1,081,406

82.50

13.3

897

14 August 2025

453,806

79.50

10.6

363

6,397,687

5,340

Notes to the Financial Statements

(continued)

for the year ended 30 September 2025

Unicorn AIM VCT plc

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14. Reserves

The full details of the changes in reserves are shown in the Statement of Changes in Equity on page 66.

The purpose of the Special reserve is to fund market purchases of the Company’s own shares as and when it is considered by the Board to

be in the interests of the Shareholders, make distributions and to write-oﬀ existing and future losses (including permanent impairments)

as the Company must take into account capital losses in determining distributable reserves. In addition, 75% of the management fee and

the related tax eﬀect are transferred to this reserve. Included in the transfer to the Special reserve from the proﬁt and loss account is the

total of realised losses incurred by the Company in the year of £1,899,000.

At the AGM held on 12 February 2025, Shareholders approved the resolution to cancel the Share premium account and Capital

redemption reserve. The Company therefore applied to the Court and a court order dated 30 September 2025 cancelled both reserves

and an amount of £152.2 million was transferred into the distributable Special reserve. The movements are shown in the Statement of

Changes in Equity on page 66.

Reconciliation of the Statement of Cash Flows to the Statement of Changes in Equity.

The Statement of Cash Flows discloses an inﬂow of funds of £24,082,000 being shares issued under the Oﬀer for Subscription of

£24,694,000, less expenses of shares issued under the Oﬀer for Subscription. Total expenses were £612,000, being 2.5% of amounts

subscribed under the Oﬀer (less any discount), payable to the Investment Manager as Promoter to the Oﬀer.

15. Net asset value

2025

2024

Net Assets

£194,361,000

£199,422,000

Number of shares in issue

215,281,044

190,437,026

Net asset value per share

90.28p

104.72p

16. Reconciliation of profit for the year to net cash outflow from operating activities

2025

£'000

2024

£'000

(Loss)/proﬁt for the year

(3,012)

625

Net unrealised losses on investments

3,043

3,267

Net gains on realisation of investments

(1,603)

(5,689)

Transaction costs

(7)

(90)

(Increase)/decrease in debtors and prepayments

(50)

287

Decrease in creditors and accruals

(20)

(69)

Net cash outﬂow from operating activities

(1,649)

(1,669)

Notes to the Financial Statements

(continued)

for the year ended 30 September 2025

Unicorn AIM VCT plc

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17. Financial instruments

The Company’s ﬁnancial instruments comprise:

•

Equity, loan stock, OEICs and Unit Trusts that are held in accordance with the Company’s investment objective.

•

Cash and short-term debtors and creditors that arise directly from the Company’s operations.

The principal purpose of these ﬁnancial instruments is to generate revenue and capital appreciation through the Company’s operations.

The Company has no gearing or other ﬁnancial liabilities apart from short-term creditors.

It is, and has been throughout the year under review, the Company’s policy that no trading in derivative ﬁnancial instruments shall be

undertaken.

Classiﬁcation of ﬁnancial instruments

The Company held the following categories of ﬁnancial instruments at 30 September 2025. All assets are included in the Statement of

Financial Position at fair value and all liabilities at amortised cost which equates to fair value.

2025

(Book and

fair value)

£'000

2024

(Book and

fair value)

£'000

Assets at fair value through proﬁt or loss:

Investment portfolio

193,578

191,643

Loans and receivables

Trades for future settlement

–

5,000

Accrued income

419

370

Cash at bank

2,635

4,420

Liabilities at amortised cost or equivalent

Creditors (including unclaimed dividends)

(2,290)

(2,029)

Total for ﬁnancial instruments

194,342

199,404

Non-ﬁnancial instruments

Total net assets

194,361

199,422

The investment portfolio principally consists of fully listed investments, AIM and Aquis quoted investments, unquoted investments,

collective OEIC investment funds and a Unit Trust. These are valued at their bid price, net asset value, or Directors' valuation for unquoted

investments, which represents fair value.

The investment portfolio has a high concentration of risk towards small, UK based companies, the majority of which are quoted on

the Sterling denominated UK AIM market (53.3% of net assets). Other investments are in other funds (7.7% of net assets), unquoted

investments (27.7% of net assets) and fully listed shares (10.9% of net assets).

The main risks arising from the Company’s ﬁnancial instruments are due to investment or market price risk, credit risk, interest rate

risk and liquidity risk. There have been no changes in the nature of these risks that the Company has faced during the past year. The

Board reviews and agrees policies for managing each of these risks, which are summarised below. There have been no changes in their

objectives, policies or processes for managing risks during the past year.

Notes to the Financial Statements

(continued)

for the year ended 30 September 2025

Unicorn AIM VCT plc

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Risk

Market Price Risk:

Market price risk arises from uncertainty about the changes in market prices of ﬁnancial instruments held in accordance

with the Company’s investment objectives. These changes in market prices are determined by many factors but include the operational

and ﬁnancial performance of the underlying investee companies, as well as market perceptions of the future performance of the UK

economy and its impact upon the economic environment in which these companies operate.

Credit Risk:

Failure by counter-parties to deliver securities which the Company has paid for, or pay for securities which the Company has

delivered. The Company uses a third-party custodian, and were that entity not to segregate client assets from its own, it would expose the

Company’s assets so held to such risk. The Company is exposed to credit risk through its debtors and holdings of loan stocks and cash.

Cash is held at banks with a credit rating of A or above.

The Company’s maximum exposure to credit risks at 30 September 2025 was:

2025

£'000

2024

£'000

Loan stock investments

1,800

600

Trades for future settlement

–

5,000

Accrued income and other debtors

419

370

Cash at bank

2,635

4,420

4,854

10,390

The following table shows the expected maturity of the loan stock investments referred to above:

2025

£'000

2024

£'000

Repayable or converting within

0 to 1 year

–

1 to 2 years

–

2 to 3 years

–

3 to 4 years

–

4 to 5 years

1,800

600

Total

1,800

600

Liquidity Risk:

The Company’s investments in the equity and loan stocks of unlisted, AIM and Aquis Exchange listed companies are thinly

traded and as such the prices tend to be more volatile than those of more widely traded securities. In addition, the Company may not

be able to realise the investments at their carrying value if there are no willing purchasers. The ability of the Company to purchase or sell

investments is also constrained by the requirements for continuing to qualify as a Venture Capital Trust.

Notes to the Financial Statements

(continued)

for the year ended 30 September 2025

Unicorn AIM VCT plc

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The maturity proﬁle of the Company's ﬁnancial liabilities, including creditors is as follows:

2025

£'000

2024

£'000

Within 1 year or less

2,290

2,029

Interest Rate Risk:

Some of the Company's ﬁnancial assets are interest-bearing. As a result, the Company is exposed to fair value interest

rate risk due to ﬂuctuations in the prevailing level of market interest rates. The value of the Company’s equity and non-equity investments,

OEIC and Unit Trust investments and its net revenue may be aﬀected by interest rate movements. Investments in the portfolio include

small businesses, which are relatively high risk investments which may be sensitive to interest rate ﬂuctuations. On maturity of the

Company’s ﬁxed rate non-equity investments, it may not be possible to re-invest in assets which provide the same rates as those currently

held. The amount of revenue receivable from ﬁxed interest stocks, other funds and on bank balances may be aﬀected by ﬂuctuations in

interest rates.

Currency Risk:

All assets and liabilities are denominated in Sterling. There is no material currency risk other than the impact currency

ﬂuctuations may have on the performance of investee companies' operations.

Management of risk

Market Price Risk:

At formal meetings held at least quarterly, the Board reviews the Company’s exposure to market price risk inherent in

the Company’s portfolio. Mitigation is achieved by maintaining a spread of equities across diﬀerent market sectors. The Board seeks to

ensure that a proportion of the Company’s assets is invested in cash and readily realisable securities. The Company does not use derivative

instruments to hedge against market risk.

The Company holds an investment totalling £3.3 million (2024: £4.0million) in the Unicorn UK Ethical Fund managed by UAML.

The Unicorn UK Ethical Fund is diversiﬁed across a number of holdings with 100% invested in AIM and fully listed companies, or held in

cash and as such, is exposed to overall market risk.

As at 30 September 2025, the Unicorn UK Ethical Income Fund contained 24.1% in AIM shares and 69.6% in fully listed stocks with an

average market capitalisation of £1.1 billion. In addition, 6.3% was held in cash.

Liquidity risk:

Besides the maintenance of a spread of investments within the investment portfolio, the Company maintains liquidity

by holding adequate levels of cash, OEIC funds and a Unit Trust which can be realised to meet the costs of future investments and

running costs.

Credit Risk:

All transactions are settled on the basis of delivery against payment. The Board manages market and credit risks in respect of

the current investments and cash by ensuring that the Investment Manager diversiﬁes investments and under VCT rules none may exceed

15% of the Company’s total assets at the time of investment.

Credit Quality:

Financial assets that are neither past due nor impaired comprise investments in equity, OEICs, Unit Trusts, loan stock, cash

and debtors. The credit quality of cash can be assessed with reference to external credit ratings and are currently rated as A or higher for

cash held at NatWest and BNY. The credit quality of the loan stock and debtors cannot be readily assessed by reference to external credit

ratings.

Interest Rate Risk:

The Company’s assets and liabilities include cash, other funds and one ﬁxed interest non-equity stock, the value of

which is reviewed by the Board, as referred to above. As most of the portfolio is non-interest bearing, the direct exposure to interest rates

is insigniﬁcant. The impact of changes in interest rates on the value of the portfolio is discussed in the sensitivity analysis below.

Notes to the Financial Statements

(continued)

for the year ended 30 September 2025

Unicorn AIM VCT plc

Annual Report

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Financial net assets

The interest rate proﬁle of the Company’s ﬁnancial net assets at 30 September 2025 was:

Financial

net assets

on which no

interest paid

£'000

Fixed rate

ﬁnancial

assets

£'000

Variable rate

ﬁnancial

assets

£'000

Total

£'000

Weighted

average

interest rate

Average

period to

maturity

(years)

Equity shares

177,023

–

177,023

N/A

Unicorn OEIC

3,257

–

3,257

N/A

Other funds

–

11,498

N/A

Loan stocks

–

1,800

–

1,800

10.0

4.9

Cash

–

2,635

N/A

Debtors

419

–

419

N/A

Creditors

(2,290)

–

(2,290)

N/A

Total for ﬁnancial instruments

178,409

1,800

14,133

194,342

Other non ﬁnancial assets

–

Total net assets

178,428

1,800

14,133

194,361

The interest rate proﬁle of the Company’s ﬁnancial net assets at 30 September 2024 was:

Financial

net assets

on which no

interest paid

£'000

Fixed rate

ﬁnancial

assets

£'000

Variable rate

ﬁnancial

assets

£'000

Total

£'000

Weighted

average

interest rate

Average

period to

maturity

(years)

Equity shares

176,991

–

176,991

N/A

Unicorn OEIC

3,956

–

3,956

N/A

Other funds

–

10,096

N/A

Loan stocks

–

600

–

600

7.5

4.8

Cash

–

4,420

N/A

Trades for future settlement

5,000

–

5,000

N/A

Debtors

370

–

370

N/A

Creditors

(2,029)

–

(2,029)

N/A

Total for ﬁnancial instruments

184,288

600

14,516

199,404

Other non ﬁnancial assets

–

Total net assets

184,306

600

14,516

199,422

The Company’s investments in equity shares and similar instruments have been excluded from the interest rate risk proﬁle as they have no

maturity date and would thus distort the weighted average period information.

Notes to the Financial Statements

(continued)

for the year ended 30 September 2025

Unicorn AIM VCT plc

Annual Report

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Sensitivity analysis – quoted investments

The Board believes that the Company’s assets are mainly exposed to market price risk, as the Company is required to hold most of its assets

in the form of investments in small companies which are denominated in Sterling. Most of these assets are, or will be, held in companies

quoted on the AIM Market where the Company’s investment objective is to achieve a return, partly from dividends, but mainly from capital

growth from realisations. The table below shows the impact on proﬁt and net assets if there were to be a 20% movement in overall share

prices, which might in part be caused by changes in interest rate levels, but it is not considered possible to evaluate separately the impact

of changes in interest rates upon the Company’s portfolio of investments in small companies.

For this purpose the investment in the OEIC managed by UAM, the BlackRock Unit Trust and the Royal London OEIC are also included

in this analysis. The Financial Highlights and the Investment Portfolio Summary at the front of this Annual Report give Shareholders

further analysis in percentages of investments by asset class and market sector, and page 81 contains information on segments of

market capitalisation, under “Management of risk”. The sensitivity analysis below assumes that each of these sub categories produces

a movement overall of 20%, which the Directors feel is a reasonable assumption in the current climate, and that the portfolio of shares

and UAML managed OEIC and other funds held by the Company are perfectly correlated to this overall movement in share prices.

Shareholders should note that this level of correlation would not be the case in reality.

2025

Proﬁt and

net assets

2024

Proﬁt and

net assets

If overall share prices rose/(fell) by 20% (2024: 20%), with all other variables held constant

– increase/(decrease) (£'000)

27,944/(27,944)

29,575/(29,575)

Increase/(decrease) in earnings, and net asset value, per Ordinary share (pence)

12.98/(12.98)

15.53/(15.53)

If interest rates were 1% higher/(lower)

(2024: 1%), with all other variables held constant

– increase/(decrease) (£'000)

141/(141)

145/(145)

Increase/(decrease) in earnings, and net asset value, per Ordinary share (pence)

0.07/(0.07)

0.08/(0.08)

Unquoted investments – fair value sensitivity analysis

Base Case

– Average

Sensitivity

Range

Hasgrove EV/EBITDA Multiple

11.6x

10.4x – 12.8x

Average Discount Rate

36%

25% – 46%

2025

Proﬁt and

net assets

2024

Proﬁt and

net assets

Upside/downside (£'000)

11,900/(9,380)

9,800/(8,800)

Upside/downside (pence)

5.53/(4.36)

5.15/(4.62)

The unquoted investments held by the Company have been reviewed in order to identify whether changing inputs to reasonably possible

alternative assumptions would result in a signiﬁcant change to the Fair Value measurement. Where relevant, the sensitivity analysis

includes the most prudent assumptions (downside case) and the most optimistic assumptions (upside case). Applying the downside case

assumptions, the total value of the unquoted investments would decline by £9.38 million (-17.4%) to £44.6 million. Applying the upside

case assumptions, the total value of the unquoted investments would increase by £11.9 million (+22.0%) to £65.9 million. The discount

rate is deﬁned as the aggregate percentage discount applied due to the risks from illiquidity and other risks (principally smaller company

risk) when calculating the Fair Value of an unquoted investment.

Notes to the Financial Statements

(continued)

for the year ended 30 September 2025

Unicorn AIM VCT plc

Annual Report

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Financial Statements

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Notes to the Financial Statements

(continued)

for the year ended 30 September 2025

Fair value hierarchy

The table below sets out fair value measurements using FRS 102 s34.22 fair value hierarchy. The Company has one class of asset, being at

fair value through proﬁt or loss.

Financial assets at fair value through proﬁt or loss

at 30 September 2025

Level 1

£'000

Level 2

£'000

Level 3

£'000

Total

£'000

Equity investments

124,964

–

52,059

177,023

Loan stock investments

–

1,800

Open ended investment companies and Unit Trust

–

14,755

–

14,755

Total

124,964

14,755

53,859

193,578

Financial assets at fair value through proﬁt or loss

at 30 September 2024

Level 1

£'000

Level 2

£'000

Level 3

£'000

Total

£'000

Equity investments

133,825

–

43,166

176,991

Loan stock investments

–

600

Open ended investment companies and Unit Trust

–

14,052

–

14,052

Total

133,825

14,052

43,766

191,643

There are currently no ﬁnancial liabilities at fair value through proﬁt or loss.

Categorisation within the hierarchy has been determined on the basis of the lowest level input that is signiﬁcant to the fair value

measurement of the relevant asset as follows:

Level 1 – valued using quoted prices in active markets for identical assets.

Level 2 – valued by reference to valuation techniques using observable inputs other than quoted prices included within Level 1.

Level 3 – valued by reference to valuation techniques using inputs that are not based on observable market data.

The valuation techniques used by the Company are explained in the accounting policies in Note 1.

There have been no transfers during the year between Levels 1 and 2. A reconciliation of fair value measurements in Level 3 is set out below.

Equity

Investments

£'000

Loan stock

investments

£'000

Total

£'000

Opening balance at 1 October 2024

43,166

600

43,766

Shares delisted

2,216

–

2,216

Purchases

3,700

1,800

5,500

Sales

(596)

–

(596)

Total gains included in gains/(losses) on investments in the Income Statement:

– on assets sold

596

–

596

– on assets held at the year end

2,977

(600)

2,377

Closing balance at 30 September 2025

52,059

1,800

53,859

Unicorn AIM VCT plc

Annual Report

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Financial Statements

Information

Level 3 unquoted equity and loan stock investments are valued in accordance with the IPEV guidelines as follows:

September

2025

£‘000

September

2024

£‘000

Investment valuation methodology

Discounted cash ﬂow

–

600

Recent transactions

5,251

1,793

Net asset value

587

766

Discounted earnings multiple

48,021

40,607

53,859

43,766

The valuation methodology chosen is considered by the Board to be the most appropriate for that investment, with regard to

the December 2022 IPEV guidelines.

The valuation policy is set out in Note 1(d) on pages 68 and 69. The valuation of unquoted investments is reviewed by the Board at each

quarter end. The valuation methodology used may change for each investment which could result in a material adjustment within the

next year to the valuations above.

Details of unquoted investments are shown in the Investment Portfolio Summary on pages 19 to 25 and in the Unquoted Investments

Summary on page 26.

18. Management of capital

The Board manages the Company’s capital (eﬀectively the net assets) to further the overall objective of providing an attractive return

to Shareholders through maintaining a steady ﬂow of dividend distributions from the income as well as capital gains generated by the

portfolio.

Under VCT tax legislation, for accounting periods commencing aﬅer 6 April 2019, at least 80% calculated by VCT valuation rules, of the

Company’s cash and investment assets (eﬀectively the gross assets) must at all times be invested in UK companies that are not fully listed. As

an AIM VCT, the majority of the Company's assets are held in ordinary shares quoted on the AIM market. The overall level of capital deployed

will change as the value of the investments changes. It is also reduced by dividend distributions and buy backs of the Company’s own shares.

There is limited scope to alter the Company’s capital structure in the light of changing perceived risks in the Company’s investment

universe and in economic conditions generally. The Board may issue new shares if promising opportunities are available to the Investment

Manager. As stated on page 28, the Board has the power to borrow in order to add some gearing but has no current intention to do so.

19. Segmental analysis

The Company has one reportable segment and one operating segment which operates wholly in the United Kingdom.

20. Post balance sheet events

On 27 November 2025, the Company announced an Oﬀer for Subscription as detailed in the Chair's Statement on page 7.

On 28 November 2025, the Directors announced that the Company, together with other shareholders of Hasgrove Limited (“Hasgrove”),

has entered into an agreement with Castik Capital S.à r.l. (“Castik”) in connection with Castik’s proposed acquisition of a majority stake in

Hasgrove. Full details are reported in the Chair’s Statement on page 8.

21. Related party transactions

Details of the relationships between the Directors of the Company and Investee Companies are given in their biographies on

pages 38 and 39.

22. Capital commitments and contingent liabilites

There were no capital commitments (2024: £nil) or contingent liabilities (2024: £nil) at 30 September 2025.

Notes to the Financial Statements

(continued)

for the year ended 30 September 2025

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Shareholder Information

The Company’s Ordinary shares (Code: UAV) are listed on the

London Stock Exchange. Shareholders can visit the London

Stock

Exchange

website:

www.londonstockexchange.com,

for the latest news and share price of the Company. The share

price can also be accessed through the Company’s website:

www.unicornaimvct.co.uk

selecting

the

options

Fund

Information then “Live Share Price”.

Electronic Communications

Shareholders have previously approved a resolution to allow

the Company to use its website to publish statutory documents

and communications to Shareholders, such as the Annual

Report and Accounts, as its default method of publication. The

Directors recommend that Shareholders receive information

electronically reducing costs and also the impact on the

environment of producing and posting paper copy reports.

Shareholders are encouraged to register on the Registrar's

electronic

system

https://unicorn-aim.cityhub.uk.com

receive communications by email and to ensure that their details

are up to date. This portal system can also be used to register to

receive dividend payments directly into their bank accounts.

Any

Shareholders

may

request

that

they

are

posted

copies of reports either through the ‘Portal’ or by contacting

the Company Secretary.

Net asset value per share

The Company normally announces its unaudited NAV on a

monthly basis by an RNS release.

Dividend

The Directors have proposed a ﬁnal dividend of 3.5 pence per

share. Subject to Shareholder approval, the dividend will be paid

on 13 February 2026 to Shareholders on the Register on 5 January

2026.

The Board has previously decided the Company will pay all cash

dividends by bank transfer rather than by cheque.

Shareholders have the following options available for future

dividends:

•

Complete a bank mandate form and receive dividends via

direct credit to a UK domiciled bank account.

•

Reinvest the dividends for additional shares in the

Company through the Dividend Reinvestment Scheme

(DRIS).

For those Shareholders who previously received their dividend

by cheque, and who have not provided their bank details

to the Registrar, a bank mandate form will be available on

the Company’s website. Once completed the form should

be sent to the Company’s Registrar, City Partnership at the

address shown on page 90. If Shareholders have any questions

regarding the completion of the form they are advised to

contact the City Partnership on 01484 240910 or by email:

registrars@city.uk.com.

Sanctions Checking

Date of Birth information

Following legislative changes and the widening of the UK’s

ﬁnancial sanctions regime, the Company instructed its registrar,

The City Partnership (UK) Ltd, to scan the Shareholder register

periodically against databases of persons who are subject to UK

ﬁnancial sanctions.

ensure

the

scanning

process

eﬀective,

the

must include each Shareholder’s forename(s), surname, and

date of birth.

Those Shareholders where this information is not currently held

have been contacted to provide this information to us either by

email at

unicornaimvct@iscaadmin.co.uk

by telephone on

01392

487056

alternatively

directly

the

Company’s

Registrars by email at

registrars@city.uk.com

or by telephone on

01484 240910.

The Board has decided that dividend payments will be withheld

from Shareholders who have not provided this information

until such information is provided.

Your date of birth will be handled with care and only used for

the purpose of carrying out the scanning process. Should you

have any queries, please do not hesitate to contact either ISCA

Administration Services or The City Partnership.

Dividend Reinvestment Scheme

Shareholders may elect to reinvest their dividends by subscribing

for new shares in the Company. Shares will be issued at

the latest published Net Asset Value prior to the allotment.

For

details

the

scheme

see

the

Company's

website:

www.unicornaimvct.co.uk/dividend-reinvestment-scheme

contact the scheme administrators, The City Partnership, on

01484 240910.

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Financial calendar

December 2025

Circulation of Annual Report for the year

ended 30 September 2025 to Shareholders

5 January

2026

Record date for Shareholders to be eligible

for ﬁnal and special dividends

4 February

2026

Annual General Meeting

13 February 2026

Payment date for ﬁnal dividend subject

to Shareholder approval at the Annual

General Meeting

31 March 2026

Half-year end

May 2026

Announcement of Half-Yearly Results

June 2026

Circulation of Half-Yearly Report for the six

months ending 31 March 2026 to Shareholders

August 2026

Payment of interim dividend

30 September 2026

Year end

December 2026

Announcement of ﬁnal results for the year

ending 30 September 2026

Selling your shares

The Company’s shares are listed on the London Stock Exchange

and as such they can be sold in the same way as any other

quoted company through a stockbroker.

Shareholders wishing

to sell their shares are advised to contact the Company’s

stockbroker, Panmure Liberum Limited, by telephoning 020

7886 2716 or 2717 before agreeing a price with their stockbroker.

Shareholders are also advised to discuss their individual tax position

with their ﬁnancial adviser before deciding to sell their shares.

Annual General Meeting

The

twenty-fourth

Annual

General

Meeting

(AGM)

the

Company will be held on Wednesday, 4 February 2026 and

Shareholders can attend this meeting in person. Arrangements

for the meeting are detailed on pages 42 and 43. Voting on all

Resolutions will be conducted on a Poll including all proxy votes

submitted. The Notice of the Meeting is included on pages 91

to 95 of this Annual Report and a separate proxy form has been

included with Shareholders’ copies of this Annual Report. Proxy

forms should be completed in accordance with the instructions

printed thereon and sent to the Company’s Registrars, The City

Partnership (UK) Limited, at the address given on the form,

to arrive no later than 11:30 am on Monday, 2 February 2026.

Please note that you can vote your shares electronically at

https://unicorn-agm.city-proxyvoting.uk.

The Company intends to broadcast the AGM, together with an

online presentation by Chris Hutchinson from the Investment

Manager and a representative of one of the portfolio companies,

via Zoom. The Directors will also be in attendance during the

presentation. It is anticipated that Shareholders will have an

opportunity to submit questions for the Directors or Investment

Manager either in advance of the presentations, by email, to

unicornaimvct@iscaadmin.co.uk or on the day during the

presentation in person or through the text facility in Zoom.

To receive an invitation to join the Zoom presentation please

email unicornaimvct@iscaadmin.co.uk from the email address

you wish the invitation to be sent to, by midday on Thursday,

29 January 2026.

Shareholder enquiries:

For

general

shareholder

enquiries,

please

contact

ISCA

Administration Services Limited (the Company Secretary) on

01392 487056 or by e-mail on unicornaimvct@iscaadmin.co.uk.

For enquiries concerning the performance of the Company, please

contact the Investment Manager, Unicorn Asset Management

Limited, on 020 7253 0889 or by e-mail on info@unicornam.com.

For enquiries relating to your shareholding, please contact The

City Partnership (UK) Limited on +44 (0)1484 240 910 or email at

registrars@city.uk.com or by post to: The City Partnership (UK)

Limited, The Mending Rooms, Park Valley Mills, Meltham Road,

Huddersﬁeld HD4 7BH.

Electronic

copies

this

report

and

other

published information can be found via the

Company’s website: www.unicornaimvct.co.uk.

Fraud warning

The Company has become aware that a small number of its

Shareholders along with shareholders of other VCTs have

received unsolicited telephone calls from people purporting

to act on behalf of a client who is looking to acquire their VCT

shares at an attractive price. The caller oﬅen says they already

have a signiﬁcant holding and are trying to obtain a 51% stake in

the Company. We believe these calls are part of a “Boiler Room

Scam”. Typically, these unsolicited calls originate from outside

the UK, although a UK address may be given and a UK telephone

number provided. If the Shareholder wishes to proceed, they

are sent a non-disclosure agreement to sign and return. If this

is returned a payment may then be requested for a bond or

insurance policy.

Shareholders are warned to be very suspicious if they receive

any similar type of telephone call and are strongly advised

never to respond to unsolicited calls and emails from people

who are not known to them.

If you have any concerns, please contact the Company

Secretary, ISCA Administration Services on 01392 487056, or

email unicornaimvct@iscaadmin.co.uk.

Information rights for beneﬁcial owners of shares

Please note that beneﬁcial owners of shares who have been

nominated by the registered holder of those shares to receive

information rights under section 146 of the Companies Act 2006

are required to direct all communications to the registered holder

of their shares, rather than to the Company’s Registrar, The City

Partnership (UK) Limited, or to the Company directly.

Shareholder Information

(continued)

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

AIM

The Alternative Investment Market, a sub-market of the London

Stock Exchange, designed to help smaller companies access

capital from public markets.

Alternative performance measures

A ﬁnancial measure of historical or future performance or

ﬁnancial position shown in the Key Performance Indicators on

pages 3 and 4.

Cumulative dividends paid

The total amount of dividend distributions paid by the Company,

in the ten year period since 30 September 2015.

Discount

A discount to NAV is calculated by subtracting the mid-

market share price from the NAV per share and is expressed as

a percentage of the NAV per share.

DRIS

The Dividend Reinvestment Scheme which gives Shareholders the

opportunity to reinvest future dividend payments by subscribing

for additional Ordinary Shares.

DTR

The Disclosure and Transparency Rules contained within the

Financial Conduct Authority's Handbook.

EBITDA

Earnings Before Interest, Tax, Depreciation and Amortisation. A

metric used to evaluate a company's operating performance.

Fair Value

The amount for which an asset or equity instrument could be

exchanged between parties. For investments traded on a Stock

Exchange market this is usually the closing bid price on the

balance sheet date. The fair value of unquoted investments is

determined in accordance with current IPEV guidelines.

IPEV Guidelines

The International Private Equity and Venture Capital Valuation

(“IPEV”) Guidelines as issued in December 2022 which set out

recommendations, intended to represent current best practice,

on the valuation of Private Capital Investments where they are

reported at fair value by assessing diﬀerent methods of valuation,

such as price of recent transaction, earnings multiples, discounted

cash ﬂows and net assets.

Market and Abuse rules ("MAR rules")

The Market and Abuse Regulations 2020.

Net Assets

The total value of all the Company’s assets, at fair value, having

deducted all liabilities at their carrying value.

NAV

Total Net Assets divided by the number of shares in issue at the

date of calculation and usually expressed as an amount per share.

NAV total return

Comprises the NAV per share plus the cumulative dividends paid

to the year end.

Ongoing charges

The total expenses incurred in the ordinary course of the business

expressed as a percentage of average Net Assets.

The ratio is calculated in accordance with the Association of

Investment Companies’ (“AIC”) recommended methodology,

published in May 2012. This ﬁgure indicates the annual percentage

reduction

in Shareholder

returns

result of

recurring

operational expenses. Although the Ongoing Charges ﬁgure is

based on historic information, it does provide Shareholders with

a guide to the level of costs that may be incurred by the Company

in the future.

Qualifying investments

An investment in a company satisfying a number of conditions

under the VCT legislation. Included among the many conditions

are: the shares or securities in the company must have been

originally issued to the VCT and held ever since, the company

must be unquoted (which includes listing on AIM or the Aquis

exchanges), have a permanent establishment in the UK and apply

the money raised for the purposes of growth and development

for a qualifying trade within a speciﬁed time period. There are also

restrictions relating to the size and stage of the company as well as

maximum investment limits.

State Aid Regulation

The previous EU State Aid Regulations as replaced by the UK

Subsidy Control Act 2022.

VCT

A Venture Capital Trust as deﬁned in the Income Tax Act 2007.

VCT Value

The value of an investment when acquired, rebased if the holding

is added to which causes an increase or decrease in its value.

80% test

The requirement for the Company to hold a minimum of 80% of

its total assets, by VCT value, in qualifying holdings.

Glossary

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

To assist Shareholders, the following is a summary of the most important rules and regulations that determine VCT status.

To maintain its status as a VCT, the Company must meet a

number of conditions, the most important of which are that:

•

for accounting periods beginning on or aﬅer 6 April 2019

the Company must hold at least 80%, by VCT tax value*,

of its total investments (shares, securities and liquidity) in

VCT qualifying holdings, within approximately three years

of a fundraising;

•

all qualifying investments made by VCTs on or aﬅer 6 April

2018, together with qualifying investments made by funds

raised on or aﬅer 6 April 2011, are in aggregate required

to comprise at least 70% by VCT tax value in “eligible

shares”, which carry no preferential rights (save as may

be permitted under VCT rules) to dividends or return of

capital and no rights to redemption;

•

no investment in a single company or group of companies

may represent more than 15% (by VCT tax value) of the

Company’s total investments at the date of investment;

•

the Company must pay suﬃcient levels of income

dividend from its revenue available for distribution so as

not to retain more than 15% of its income from shares and

securities in a year;

•

the Company’s shares must be listed on a regulated

European stock market;

•

non-qualifying investments can no longer be made,

except for certain limited exemptions in managing the

Company’s short-term liquidity; and

•

VCTs are required to invest 30% of funds raised in an

accounting period beginning on or aﬅer 6 April 2018 in

qualifying holdings within 12 months of the end of the

accounting period.

Since 6 April 2019:

•

the period for reinvestment of proceeds on disposal of

qualifying investments increased from 6 to 12 months.

To be a VCT qualifying holding, new investments must be

in companies:

•

which carry on a qualifying trade;

•

which have no more than £15 million of gross assets at

the time of investment and no more than £16 million

immediately following investment from VCTs;

•

whose maximum age is generally up to seven years (ten

years for knowledge intensive businesses);

•

that

receive

than

annual

limit

£5 million and a lifetime limit of £12 million (for knowledge

intensive companies the annual limit is £10 million and the

lifetime limit is £20 million), from VCTs and similar sources

of State Aid and subsidy funding;

•

that use the funds received from VCTs for growth and

development purposes.

In addition, VCTs may not:

•

oﬀer secured loans to investee companies, and any returns

on loan capital above 10% must represent no more than

a commercial return on the principal; and

•

make investments that do not meet the new ‘risk to

capital’ condition (which requires a company, at the time

of investment, to be an entrepreneurial company with

the objective to grow and develop, and where there is a

genuine risk of loss of capital).

* VCT tax value means as valued in accordance with prevailing VCT legislation. The value of an investment when acquired, rebased if the holding is added to at a diﬀerent price,

which causes an increase or decrease in its valuation. This may diﬀer from the actual cost of each investment shown in the Investment Portfolio Summary on pages 19 to 25.

Summary of VCT Regulations

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Directors (all non-executive)

Tim Woodcock (Chair)

Charlotta Ginman

Josephine Tubbs

Julian Bartlett (appointed 2 October 2024)

Registered oﬃce:

The Oﬃce Suite

Den House

Den Promenade

Teignmouth TQ14 8SY

Secretary & Administrator

ISCA Administration Services Limited

The Oﬃce Suite

Den House

Den Promenade

Teignmouth TQ14 8SY

01392 487056

unicornaimvct@iscaadmin.co.uk

Company Registration Number

04266437

Legal Entity Identiﬁer

21380057QDV7D34E9870

Website

www.unicornaimvct.co.uk

Investment Manager

Unicorn Asset Management Limited

First Floor Oﬃce

Preacher’s Court

The Charterhouse

Charterhouse Square

London EC1M 6AU

VCT Tax Adviser

Philip Hare and Associates LLP

Bridge House

181 Queen Street

London EC4V 4EG

Stockbroker

Panmure Liberum Limited

Ropemaker Place

Level 12

25 Ropemaker Street

London EC2Y 9LY

Auditor

Johnston Carmichael

7-11 Melville Street

Edinburgh EH3 7PE

Custodian

The Bank of New York

One Canada Square

London E14 5AL

Bankers

National Westminster Bank plc

City of London Oﬃce

PO Box 12264

1 Princes Street

London EC2R 8BP

Registrar

The City Partnership (UK) Limited

The Mending Rooms

Park Valley Mills

Meltham Road

Huddersﬁeld HD4 7BH

Solicitors

Shakespeare Martineau LLP

No 1 Colmore Square

Birmingham B4 6AA

Corporate Information

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

NOTICE IS HEREBY GIVEN that the twenty-fourth Annual General Meeting of Unicorn AIM VCT plc (the “Company”) will be held at 11:30 am

on Wednesday, 4 February 2026 at The Great Chamber, The Charterhouse, Charterhouse Square, London EC1M 6AN for the purposes of

considering the following resolutions of which resolutions 1 to 10 will be proposed as ordinary resolutions and resolutions 11 and 12 will be

proposed as special resolutions. The rationale for the re-election of each Director is given on pages 38 and 39.

All resolutions will be decided on by a Poll and Shareholders are encouraged to vote using their proxy card or online.

Ordinary Resolutions

To receive and adopt the audited Annual Report and Accounts of the Company for the year ended 30 September 2025

(“Annual Report”), together with the Directors’ Report and Auditor’s report thereon.

To approve the Directors’ Remuneration Report as set out in the Annual Report.

To approve the Directors' Remuneration Policy as set out in the Annual Report.

To re-appoint Johnston Carmichael of 7-11 Melville Street, Edinburgh EH3 7PE as Auditor to the Company until the conclusion of the

next Annual General Meeting.

To authorise the Directors to determine Johnston Carmichael’s remuneration as Auditor to the Company.

To re-elect Tim Woodcock as a Director of the Company.

To re-elect Julian Bartlett as a Director of the Company.

To re-elect Josephine Tubbs as a Director of the Company.

To approve the payment of a ﬁnal dividend in respect of the year ended 30 September 2025 of 3.5 pence per ordinary share of 1p

each, payable on 13 February 2026 to Shareholders on the register on 5 January 2026.

10. That, in substitution for any existing authorities, the Directors of the Company be and hereby are generally and unconditionally

authorised pursuant to section 551 of the Companies Act 2006 (the “Act”) to exercise all the powers of the Company to allot ordinary

shares of 1p each in the capital of the Company (“Shares”) and to grant rights to subscribe for, or convert any security into, Shares

(“Rights”) up to an aggregate nominal value of £1,076,405, representing 50% of the issued share capital at the date of this report,

provided that the authority conferred by this resolution shall (unless renewed, varied or revoked by the Company in a general

meeting) expire on the date falling 15 months aﬅer the passing of this resolution or, if earlier, at the conclusion of the Annual General

Meeting of the Company to be held in 2027, but so that this authority shall allow the Company to make before the expiry of this

authority oﬀers or agreements which would or might require Shares to be allotted or Rights to be granted aﬅer such expiry and the

Directors of the Company shall be entitled to allot Shares or grant Rights pursuant to any such oﬀers or agreements as if the authority

conferred by this Resolution 10 had not expired.

Special Resolutions

11.

That, subject to the passing of Resolution 10 set out in this notice and in substitution for any existing authorities, the Directors of the

Company be and hereby are empowered in accordance with sections 570 and 573 of the Act to allot or make oﬀers or agreements

to allot equity securities (as deﬁned in section 560 of the Act) for cash, pursuant to the authority conferred upon them by Resolution

10 set out in this notice, or by way of a sale of treasury shares, as if section 561(1) of the Act did not apply to any such sale or allotment,

provided that the power conferred by this resolution shall be limited to:

(i)

the allotment and issue of equity securities with an aggregate nominal value of up to, but not exceeding, £538,202,

representing 25% of the issued share capital at the date of this report, in connection with oﬀer(s) for subscription;

UNICORN AIM VCT PLC

(Registered in England and Wales No. 04266437)

Notice of the Annual General Meeting

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

(ii)

the allotment and issue of equity securities with an aggregate nominal value of up to, but not exceeding, 12.5% of the issued

share capital of the Company from time to time pursuant to any dividend re-investment scheme operated by the Company,

at a subscription price per share which may be less than the net asset value per share, as may be prescribed by the scheme

terms; and

(iii) the allotment, otherwise than pursuant to sub-paragraph (i) and (ii) above, of equity securities with an aggregate nominal

value of up to, but not exceeding, 12.5% of the issued share capital of the Company from time to time,

in each case where the proceeds may be used, in whole or part, to purchase the Company’s Shares in the market and provided that

this authority shall (unless renewed, varied or revoked by the Company in general meeting) expire on the date falling 15 months

aﬅer the passing of this resolution or, if earlier, at the conclusion of the Annual General Meeting to be held in 2027, except that the

Company may, before the expiry of this authority, make oﬀers or agreements which would or might require equity securities to be

allotted aﬅer such expiry and the Directors may allot equity securities in pursuance of such oﬀer or agreement as if the authority

conferred hereby had not expired.

12.

That, in substitution for any existing authorities, the Company be and hereby is authorised pursuant to section 701 of the Act to make

one or more market purchases (within the meaning of section 693(4) of the Act) of its own Shares on such terms and in such manner

as the Directors of the Company may determine (either for cancellation or for the retention as treasury shares for future re-issue or

transfer), provided that:

(i)

the aggregate number of Shares which may be purchased shall not exceed 32,270,628 or, if lower, such number of Shares

(rounded down to the nearest whole Share) as shall equal 14.99% of the Shares in issue at the date of passing this resolution;

(ii)

the minimum price which may be paid for a Share is 1p (the nominal value thereof);

(iii) the maximum price which may be paid for a Share shall be the higher of (a) an amount equal to ﬁve per cent above the

average of the middle market quotations for a Share taken from the London Stock Exchange Daily Oﬃcial List for the

ﬁve business days immediately preceding the day on which the Share is to be purchased and (b) the price stipulated by

Article 5(6) of the Market Abuse Regulation (596/2014/EU) (as such Regulation forms part of UK law as amended);

(iv) the authority conferred by this resolution shall (unless previously renewed or revoked in general meeting) expire on the date

falling 15 months aﬅer the passing of this resolution or, if earlier, at the conclusion of the Annual General Meeting of the

Company to be held in 2027; and

(v)

the Company may make a contract or contracts to purchase its own Shares under the authority hereby conferred prior to

the expiry of such authority which will or may be executed wholly or partly aﬅer the expiry of such authority, and may make a

purchase of its own Shares in pursuance of any such contract.

By order of the Board

ISCA Administration Services Limited

Company Secretary

Registered Oﬃce

ISCA Administration Services Limited

The Oﬃce Suite

Den House

Den Promenade

Teignmouth TQ14 8SY

4 December 2025

UNICORN AIM VCT PLC

(Registered in England and Wales No. 04266437)

Notice of the Annual General Meeting

(continued)

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Notes

(i)

Pursuant to Regulation 41 of the Uncertiﬁcated Securities Regulations 2001, entitlement to attend and vote at the meeting (and

the number of votes that may be cast thereat), will be determined by reference to the Register of Members of the Company at

the close of business on the day which is two days before the day of the meeting or of the adjourned meeting. Changes to the

Register of Members of the Company aﬅer the relevant deadline shall be disregarded in determining the rights of any person

to attend and vote at the meeting.

(ii)

A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend, speak and vote on his

or her behalf. A proxy need not also be a member but must attend the meeting to represent you. Details of how to appoint the

Chair of the meeting or another person as your proxy using the form of proxy are set out in the notes on the form of proxy. If

you wish your proxy to speak on your behalf at the meeting you will need to appoint your own choice of proxy (not the Chair)

and give your instructions directly to them.

(iii)

You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to diﬀerent shares. You

may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, you may

copy the proxy form, clearly stating on each copy the shares to which the proxy relates, or to request additional copies of

the proxy form contact the Company’s Registrar, The City Partnership (UK) Limited, on +44 (0)1484 240 910 (lines are open

between 9.00 am and 5.30 pm Monday to Friday, calls are charged at standard geographic rates and will vary by provider).

Calls outside the United Kingdom will be charged at applicable international rates. Diﬀerent charges may apply to calls from

mobile telephones and call may be recorded and randomly monitored for security and training purposes. For legal reasons

The City Partnership (UK) Limited will be unable to give advice on the merits of the proposals or provide ﬁnancial, legal, tax or

investment advice. Please indicate in the box next to the proxy holder’s name the number of shares in relation to which they

are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple

instructions being given. All forms must be signed and returned together in the same envelope.

(iv)

The statement of the rights of members in relation to the appointment of proxies in paragraphs (ii) and (iii) above does not

apply to Nominated Persons. The rights described in these paragraphs can only be exercised by members of the Company.

(v)

Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 (the “Act”) to

enjoy information rights (a “Nominated Person”) may, under an agreement between him/her and the member by whom he/she

was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the meeting. If a Nominated

Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a

right to give instructions to the Shareholder as to the exercise of voting rights.

(vi)

If you have been nominated to receive general shareholder communications directly from the Company, it is important to

remember that your main contact in terms of your investment remains as it was i.e. the registered shareholder, or perhaps

custodian or broker, who administers the investment on your behalf). Therefore any changes or queries relating to your

personal details and holding (including administration thereof) must continue to be directed to your existing contact at your

investment manager or custodian. The Company cannot guarantee to deal with matters that are directed to it in error. The only

exception to this is where the Company, in exercising one of its powers under the Act, writes to you directly for a response.

(vii)

A personal reply paid form of proxy is enclosed with this document. To be valid, the enclosed form of proxy for the meeting,

together with the power of attorney or other authority, if any, under which it is signed or a notarially certiﬁed or oﬃce copy

thereof, must be deposited at the oﬃces of the Company’s Registrar, The City Partnership (UK) Limited, The Mending Rooms,

Park Valley Mills, Meltham Road, Huddersﬁeld HD4 7BH, so as to be received not later than 11.30am on Monday, 2 February

2026 or 48 hours before the time appointed for any adjourned meeting or, in the case of a poll taken subsequent to the date of

the meeting or adjourned meeting, so as to be received no later than 24 hours before the time appointed for taking the poll.

(viii)

If you prefer, you may return the proxy form to The City Partnership (UK) Limited in an envelope addressed to The City

Partnership (UK) Limited, The Mending Rooms, Park Valley Mills, Meltham Road, Huddersﬁeld HD4 7BH.

(ix)

Please note that you can vote your shares electronically at https://unicorn-agm.city-proxyvoting.uk.

UNICORN AIM VCT PLC

(Registered in England and Wales No. 04266437)

Notice of the Annual General Meeting

(continued)

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

(x)

Appointment of a proxy or CREST proxy instruction, subject to the stated attendance restrictions, will not preclude a member

from subsequently attending and voting at the meeting should he or she subsequently decide to do so. You can only appoint a

proxy using the procedure set out in these notes and the notes to the form of proxy.

(xi)

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do

so by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members,

and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service

provider(s), who will be able to take the appropriate action on their behalf.

(xii)

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message

(a ‘CREST Proxy Instruction’) must be properly authenticated in accordance with Euroclear UK & International Limited’s

speciﬁcations, and must contain the information required for such instruction, as described in the CREST Manual. The message,

regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously

appointed proxy must in order to be valid, be transmitted so as to be received by the issuer’s agent (ID 8RA57) by 11.30am on

Monday, 2 February 2026. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp

applied to the message by the CREST Application Host) from which the issuer’s agent is able to retrieve the message by enquiry

to CREST in the manner prescribed by CREST. Aﬅer this time any change of instructions to proxies appointed through CREST

should be communicated to the appointee through other means.

(xiii)

CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK &

International Limited does not make available special procedures in CREST for any particular message. Normal system timings

and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST

member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed

a voting service provider, to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be

necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection,

CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those

sections of the CREST Manual concerning practical limitations of the CREST system and timings.

(xiv)

As at 3 December 2025 (being the last business day prior to the publication of this notice), the Company’s issued share

capital comprised 215,281,044 ordinary shares of 1p each, all of which carry one vote each. Therefore, the total voting rights in

the Company as at 3 December 2025 was 215,281,044.

(xv)

The Directors’ appointment letters will be available for inspection at the Company’s registered oﬃce during normal business

hours on any weekday (excluding Saturdays, Sunday and public holidays) and shall be available for inspection at the place of the

Annual General Meeting for at least ﬁﬅeen minutes prior to and during the meeting.

(xvi)

If a corporate shareholder has appointed a corporate representative, the corporate representative will have the same powers

as the corporation could exercise if it were an individual member of the Company. If more than one corporate representative

has been appointed, on a vote on a show of hands on a resolution, each representative will have the same voting rights as the

corporation would be entitled to. If more than one authorised person seeks to exercise a power in respect of the same shares,

if they purport to exercise the power in the same way, the power is treated as exercised; if they do not purport to exercise the

power in the same way, the power is treated as not exercised.

(xvii)

Under section 527 of the Act, members meeting the threshold requirements set out in that section have the right to require

the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company’s accounts

(including the Auditor’s Report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance

connected with an auditor of the Company ceasing to hold oﬃce since the previous meeting at which annual accounts and

reports were laid in accordance with section 437 of the Act. The Company may not require the Shareholders requesting any

such website publication to pay its expenses in complying with sections 527 or 528 of the Act. Where the Company is required

to place a statement on a website under section 527 of the Act, it must forward the statement to the Company’s Auditor no later

than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes

any statement that the Company has been required under section 527 of the Act to publish on a website.

UNICORN AIM VCT PLC

(Registered in England and Wales No. 04266437)

Notice of the Annual General Meeting

(continued)

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

(xviii)

At the meeting Shareholders have the right to ask questions relating to the business of the meeting and the Company is obliged

under section 319A of the Act to answer such questions, unless; a) to do so would interfere unduly with the conduct of the meeting

or would involve the disclosure of conﬁdential information, b) the information has been given on the Company’s website:

www.unicornaimvct.co.uk in the form of an answer to a question, or c) it is undesirable in the interests of the Company or the

good order of the meeting that the question be answered.

(xix)

Further information, including the information required by section 311A of the Act, regarding the meeting is available on the

Company’s website: www.unicornaimvct.co.uk.

(xx)

Members satisfying the thresholds in section 338A of the Companies Act 2006 may request the Company to include in the

business to be dealt with at the Annual General Meeting any matter (other than a proposed resolution) which may properly

be included in the business at the Annual General Meeting. A matter may properly be included in the business at the Annual

General Meeting unless (i) it is defamatory of any person or (ii) it is frivolous or vexatious. A request made pursuant to this right

may be in hard copy or electronic form, must identify the matter to be included in the business, must be accompanied by a

statement setting out the grounds for the request, must be authenticated by the person(s) making it and must be received by

the Company not later than six weeks before the date of the Annual General Meeting.

(xxi)

This notice, together with information about the total number of shares in the Company in respect of which members are

entitled to exercise voting rights at the meeting at 3 December 2025 (the business day prior to the approval of this Notice) and,

if applicable, any members’ statements, members’ resolutions or members’ matter of business received by the Company aﬅer

the date of this Notice, will be available on the Company’s website: www.unicornaimvct.co.uk.

UNICORN AIM VCT PLC

(Registered in England and Wales No. 04266437)

Notice of the Annual General Meeting

(continued)

Unicorn AIM VCT plc

Annual Report

2025

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

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Park works to the EMAS standard and its Environmental Management System is certiﬁed to ISO14001.

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This is a certiﬁed climate neutral print product for which carbon emissions have been calculated and oﬀset by

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Report prepared by Gunn and Cole Limited.

Unicorn AIM VCT plc

Annual Report

2025

Unicorn Asset Management Limited

First Floor Oﬃce, Preacher’s Court, The Charterhouse

15 Charterhouse Square, London EC1M 6AU

020 7253 0889

unicornam.com