Guinness VCT Plc
Annual Report
for the year ended 31 March 2025
Contents
Highlights 3
Chair’s Statement 4
The Board 6
Investment Objective 7
Key Performance Indicators 8
Investments
Manager’s Review 11
New Investments 12
Portfolio Performance 14
Post Period Events 16
Valuation Methodology 17
Portfolio 18
Portfolio Focus 20
Strategic Report
Policies & Strategy 27
Key Contracts 29
Risk Management 31
Section 172 Statement 34
Governance
Directors’ Report 37
Statement of Corporate Governance 40
Directors’ Remuneration Report 45
Statement of Directors’ Responsibilities 49
Auditor’s Report
Independent Auditor’s Report to the members of Guinness VCT plc 51
Financial Statements
Income Statement 60
Statements of Change in Equity 61
Balance Sheet 62
Statement of Cash Flow 63
Notes to the Financial Statements 64
Directors And Advisers 77
Appendix 78
Notice of Annual General Meeting 80
Guinness VCT
10 July 2025 Guinness VCT Plc Annual Report and Financial Statements
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Guinness VCT
Guinness VCT
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Total NAV
£10.27m
(2024: £6.68m)
Net Asset Value
Per Share
97.71p
(2024: 97.21p)
Increase of Portfolio
Value over cost
8%
(2024: 3%)
Total Value of
Investments
£6.03m
(2024: £4.27m)
Total Invested During
the Year
£1.45m
(2024: £4.16m)
Total Funds Raised and
Allotted in the Year
£3.65m
(2024: £4.36m)
Average Revenue of
Portfolio Companies
(trailing 12 months):
£7.77m
(2024: £5.80m)
Gain on Unquoted
Investments in Year
£0.31m
(2024: £0.11m)
Guinness VCT HIGHLIGHTS
For the year ended 31 March 2025
HIGHLIGHTS
Guinness VCT
CHAIR’S STATEMENT
I would like to welcome all of our new shareholders
to the Company and I am pleased to be writing to
shareholders on the progress the Company has
made in the year to 31 March 2025.
Building Scale
The Company continues to build scale through
fundraising, portfolio performance and prudent
financial management. The Board are conscious
that with greater scale, the Company can continue
to diversify its investment portfolio and mitigate
the ongoing running costs of the business.
The Company’s Net Asset Value (“NAV”) at the
year-end was £10.3m (2024: £6.7m) with £6.0m in
unquoted investments, £2.0m in Money Market
Funds and £2.3 million in Net Current Assets.
The NAV increase of 54% over the year was
predominantly the result of fundraising.
Portfolio Overview
We have been pleased with the overall
performance of the portfolio which now stands
at 8% over cost. There have been several strong
performers in the portfolio, notably Plotbox, Wrisk,
and Fussy. In the days following year-end, the
Company achieved a milestone by completing its
first exit, selling 20% of its stake in PlotBox who
have taken investment from a US private equity
firm to support their next stage of growth.
As is to be expected with early-stage companies,
other portfolio companies have had a more
difficult year and their valuations have been
marked down as a result.
The investment portfolio is continuing to expand
with £1.45 million invested into five companies
in the year to 31 March 2025 and a further £1.24
million post year-end. Details on investment
activity and portfolio performance can be found in
the Investment Manager’s review on pages 11 to 19.
Fundraising
The Company launched its third offer for
subscription in September 2024 and the offer
closed in June 2025 raising £4.1m. Promisingly, the
fundraise of the Company’s third offer surpassed
the total raised under the second offer (£3.2m).
Despite a difficult economic backdrop, the total
VCT market registered its third highest year for
fundraising, raising £882 million in the 2024/25
tax year. The VCT fundraise market remains highly
competitive and newer VCTs face challenges
in raising due to less mature portfolios and
the inability to pay dividends. That said, with
the Company approaching the date at which
it will be able to pay its first dividend (during
the 2026/27 financial year), and supported by a
growing portfolio, we remain confident in future
fundraising prospects.
Results
The Company made a gain of £41k in the year to 31
March 2025 (2024: loss of £78k). This was driven by
an unrealised gain in the Company’s investment
portfolio of £309k and £129k of dividends received
from the Company’s investments in Money Market
Funds. The Company’s costs equated to £389k.
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Guinness VCT
This includes Investment Manager Fees, where the
Manager continues to forgo a proportion of Annual
Management Fees to ensure the Annual Running
Expenses of the VCT do not exceed 3.5% of NAV.
Outlook
It is pleasing to see the continued growth in NAV
over the last twelve months and the Company
has £4.23m to deploy in new investments and
support existing investee companies. Furthermore,
the performance of the underlying portfolio
companies has been encouraging, with the
portfolio value up 8% on cost and there are
several strong performers within the portfolio
which provides optimism for further growth.
However, the Board is conscious of the continued
volatile and uncertain macro-economic climate,
underscored by the recent tariff discourse (please
see pages 17, 32 and 33 for further detail), and the
challenges which this provides for early-stage
companies. However, the Board is confident in the
Company’s underlying investee companies and
the increasing scale of the VCT provides additional
stability. The Board expects the Company will
pay its first dividend during the 2026/27 financial
year, subject to legislative requirements and the
available cash reserves of the Company.
VCT Qualifying Status
Philip Hare & Associates LLP provides both the
Board and the Manager with advice concerning
ongoing compliance with HMRC rules and
regulations concerning VCTs. The Board has been
advised that Guinness VCT plc continues to comply
with the HMRC conditions for maintaining its
approval as a venture capital trust.
Annual General Meeting (AGM)
The AGM will take place on 16 September 2025
from 11am and will be held at 18 Smith Square,
London, SW1P 3HZ. Full details of the business to
be conducted at the AGM are given in the Notice
of the AGM on pages 80 to 83.
Finally, I would like to thank the Board, Guinness
Ventures and The City Partnership for their hard
work over the last twelve months. The Company
is still early in its journey, and we are excited by
the prospects of the investments made to date
which we hope will provide strong returns for
shareholders.
Ewen Gilmour
Non-Executive Chair
10 July 2025
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THE BOARD
Ewen Gilmour
Independent Non-Executive Chair
Ewen is the former chief executive of Chaucer Holdings plc, a listed Lloyd’s
insurer. He joined Chaucer prior to its stock market flotation in 1998; becoming
managing director / chief executive in 1999 until 2009. While there, he also
served on the Council of Lloyd’s, including being deputy chairman of Lloyd’s
from 2006 to 2010.
After graduating from Cambridge University, his early career was as an
accountant at KPMG between 1974 and 1980, followed by 13 years as a
corporate financier at Charterhouse Bank. He has served as non-executive
chairman of three Lloyd’s Agents: Antares Managing Agency Limited;
Hampden Agencies Limited; and Starstone Underwriting Limited. Currently,
he is chairman of Soteria Insurance Limited.
Joanna Santinon
Independent Non-Executive Director and Chair of the Audit Committee
Joanna is a chartered accountant and chartered tax adviser. She specialised in
transactions and private equity, and has wider experience including mergers
and acquisitions, strategic investments, capital raisings and listings from a
career spanning 24 years at Ernst & Young (“EY”) where she was a member of
the London Markets Board and led the Private Tax team in London through a
transformation and growth period. Joanna also led the EY UK Entrepreneur of
The Year Programme.
Joanna was a founder member of the 30% Club in the UK. She is an
independent non-executive director and Chair of the Audit Committee of
both Octopus Future Generations VCT plc and Ecofin Global Utilities and
Infrastructure Trust plc. She is a Trustee of The Centre for Entrepreneurs.
Andrew Martin Smith
Non-Independent Non-Executive Director
Andrew was Chief Executive of Hambros Fund Management when it merged
with Guinness Flight in 1997. In 2000 he joined Berkshire Capital Securities, a
corporate adviser to the fund management industry, before joining Guinness
Asset Management in 2005 as a senior adviser. He is a director of Guinness
Asset Management and Guinness Ventures.
He is a non-executive director of several companies including Church House
Investment Management and has been a director of several public listed
investment trusts including, TR European Growth, M&G High Income and
Atlantis Japan Growth.
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10 July 2025
Guinness VCT
Guinness VCT
The Company is a generalist VCT seeking to invest in a diversified portfolio
of businesses that Guinness Asset Management Limited (the “Manager”,
“Guinness” or “Guinness Ventures”) believes will provide the opportunity for
value appreciation. The Company focuses on making investments in growth
companies in a range of sectors including technology, education, healthcare,
manufacturing, retailing, leisure and food and drink. These businesses
will mostly be unquoted, but the Company will also consider businesses
listed on Qualifying Exchanges such as the Alternative Investment Market
(“AIM”). Whilst the Investment Policy of the Company states that the size
of investments will range between £0.1 million and £10 million, the size of
investments made in the early years are likely to be towards the bottom of this
range in order to create a diversified portfolio that meets the VCT qualification
criteria.
Strategy
To achieve this objective, the Manager focuses on companies with a proven
product or service who are seeking external capital in order to scale their
business. As a result, the focus is on companies who exhibit the following
characteristics:
– Ambitious founders and management teams – backing exceptional
founders, whether first-time or serial entrepreneurs, who demonstrate
passion, deep sector knowledge, and a proven ability to execute.
– Traction and market validation – targeting businesses with over £1 million
in annual or run-rate revenue, a strong year-on-year growth, and clear signs
of market adoption.
– Sector-leading unit economics – prioritising scalable, capital-efficient
business models supported by data-driven, sustainable unit economics.
– Market and competitive advantage – looking for unique companies
that are disrupting large markets and have a sustainable competitive
advantage.
– Strong returns prospects – a core part of the investment process is the
valuation analysis to ensure investee companies have the significant value
appreciation and credible exit opportunities.
INVESTMENT OBJECTIVE
7
Guinness VCT Plc Annual Report and Financial Statements 10 July 2025
Guinness VCT
KEY PERFORMANCE INDICATORS (“KPIs”)
AND ALTERNATIVE PERFORMANCE
MEASURES (“APMs”)
The objective of the Company is to provide long-term returns where shares are held for at least five
years, whilst enabling shareholders to benefit from available VCT tax reliefs. The KPIs and APMs which
the Board will monitor towards that objective are below, please see additional information on the
performance of the Company's underlying investments on page 14:
*denotes an APM, please see the Appendix for the calculations of the APMs on pages 78 to 79.
Net Asset Value Total Return per Share*
Net Asset Value Total Return per Share is
calculated as NAV per share plus dividends paid to
date, divided by the number of Ordinary Shares.
NAV per share increased from 97.21 pence to 97.71
pence in the year due to investment performance
and income received from money market funds,
offsetting annual running expenses. No dividends
were paid or proposed in the year.
Net Asset Value Total Return per Share
The gain on investments held at fair value
The gain on investments held at fair value reflects
the performance of the underlying investee
companies over the year. The net increase in the
year was £309k (2024: £114k). This is made up of
£739k of fair value increases together with £430k
of value reductions.
The gain on investments held at fair value
Annual running expenses as a proportion of NAV
Annual running expenses, excluding irrecoverable
VAT, in the year represented 3.5% of NAV at year
end (2024: 3.5%). The Manager has agreed to cap
the total annual running expenses to a maximum
of 3.5% of year end net assets and any excess above
this is being borne by them. As the NAV of the
Company increases it is expected that the annual
running expenses as a percentage of year end NAV
will fall.
Annual running expenses as a proportion of NAV
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Ongoing charges ratio*
The ongoing charges ratio is the annualised
operating costs divided by the average NAV over
the period. The ongoing charges ratio for the
year to 31 March 2025 is 4.61% which represents a
decrease from the ratio of 4.94% for the year to 31
March 2024. The ongoing charges ratio includes
expenses recommended for inclusion by the AIC.
The Board will also monitor (i) the Company’s NAV per share over reporting periods and compare its
performance to the MSCI UK Small Cap Index for the relevant periods and (ii) the measures defined by
HMRC for its VCT tests to ensure that the Company will continue to qualify as a VCT. The Company’s NAV
per share over the year is shown in the graph on page 49.
Ongoing charges ratio
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Guinness VCT
