Unicorn AIM VCT PLC

Annual Report

For the year ended 30 September 2024

Financial Highlights

Fund Performance

Strategic Update

Chair's Statement

Investment Manager’s Review

Top Ten Investments (by Value)

Investment Portfolio Summary

Unquoted Investments Summary

Financial and Performance Review

Key Performance Indicators

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

2024

•

In addition to the 6.5 pence per share ordinary dividends, a special interim dividend of 11.7 pence per share was

also paid during the year.

•

Net Asset Value (“NAV”) total return for the ﬁnancial year ended 30 September 2024, aﬅer adding back dividends of

18.2 pence per share paid in the year, rose by 0.3%.* By comparison the FTSE AIM All-Share Total Return Index rose

by 3.9%.*

•

Oﬀer for Subscription raised £19.5 million (aﬅer costs).

•

Final dividend of 3.5 pence per share proposed and a special dividend declared of 6.0 pence per share for the

ﬁnancial year ended 30 September 2024.

•

New Oﬀer for Subscription announced to raise up to £25 million.

* Alternative Performance measures.

Financial Highlights

for the year ended 30 September 2024

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 2024

199.4

104.7

117.7

222.4

93.5

31 March 2024

199.5

103.6

114.7

218.3

91.5

30 September 2023

211.9

122.6

99.5

222.1

103.5

31 March 2023

218.4

125.5

96.5

222.0

103.5

* Shareholders' funds/net assets as shown on the Statement of Financial Position on page 66.

†

The Board has recommended a ﬁnal dividend of 3.5 pence per share and declared a special dividend of 6.0 pence per share for the year ended 30 September 2024 bringing total

dividends for the year to 24.2 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 2014 to 127.2 pence per share.

Percentage of Assets Held as at 30 September 2024

Valuation based on fair value

Fund Performance

Cash and other assets 3.9%

Other funds*** 7.0%

Fully Listed 9.6%

Unquoted 22.0%

AIM Traded 57.5%



Qualifying**



Non-qualifying

1.2%

56.3%

9.6%

22.0%

7.0%

3.9%

** The criteria required for a holding to be a qualifying holding are given on pages 89 and 90.

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

Unicorn AIM VCT plc

Annual Report

2024

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

for the year ended 30 September 2024.

Introduction

The economic and geopolitical environment in both the UK and

globally has been challenging. Following a sustained period of

rising interest rates, aimed at curbing inﬂation, the UK economy

has shown some tentative signs of stabilisation, albeit that

productivity is still below par and economic growth remains

modest. Despite the rate of inﬂation having declined, the cost

of living remains high, which has placed a strain on household

budgets and dampened consumer conﬁdence.

The faltering macroeconomic environment has been reﬂected in

the behaviour of the UK stock market, where investor sentiment

remains fragile. Sectors perceived as being less vulnerable to

geopolitical or economic shocks have beneﬁted from their

global exposure or have been rewarded for strong operational

performance. In contrast, the FTSE AIM All-Share Index ("AIM

Index"),

which

composed

smaller,

growth-oriented

businesses, has continued to face signiﬁcant headwinds. Despite

this, the AIM Index delivered a total return of +3.9% for the

year ended 30 September 2024. Increased borrowing costs, a

reduced appetite for risk and a continued reluctance to invest

in smaller early-stage businesses meant however that your

Company underperformed the AIM Index, producing a positive

total return of 0.3%.

Economic & Market Review

The Bank of England’s monetary tightening measures have

brought down the rate of inﬂation. Despite struggling to generate

meaningful and sustained growth, the economy managed to

avoid falling into a prolonged recession. Rising costs of energy,

raw materials, and labour continued to pose challenges, while the

housing market soﬅened as mortgage rates remained elevated,

further constraining consumer spending.

The FTSE All-Share Index delivered a total return of +13.4%

during the period under review, primarily due to its focus on

larger, more liquid, and oﬅen globally diversiﬁed ﬁrms. This

signiﬁcant divergence in performance relative to the AIM Index

emphasises the continued and prevailing preference among

the investor community for stable, liquid assets over higher-risk

investments.

Despite

these

challenges,

certain

AIM

sectors

including

technology, healthcare, and renewable energy demonstrated

resilience. Companies in these areas continued to beneﬁt

from

structural

trends

towards

digital

transformation

and

sustainability, which remain attractive to investors. Additionally,

the relative weakness of the pound continued to support Merger

and Acquisition ("M&A") activity, as undervalued UK assets

appealed to foreign buyers.

A good example of this was the acquisition of Abcam Plc by

Danaher Corporation in January 2024. The Investment Manager

initially backed Abcam at its Initial Public Oﬀering ("IPO")

in November 2005, reﬂecting a long-term commitment to a

high-growth, innovative business. The successful sale of Abcam

delivered an overall return on investment of 821.9% and led to a

special dividend of 11.7 pence per share being paid to Unicorn

AIM VCT Shareholders in February 2024, underscoring the value

generated by the Investment Manager's early and sustained

investment. The strong returns generated through such M&A

activity over the past 2 years have provided signiﬁcant beneﬁts

to Shareholders and resulted in the payment of special dividends

totalling 50.7

pence per share since 1 October 2022.

Net Assets

As at 30 September 2024, the audited net assets of the Company

were £199.4 million, a decline of £12.5 million over the course

of the ﬁnancial year. There were a number of moving parts

behind this fall, with a decrease in the value of the investment

portfolio of £3.3 million, £32.0 million of dividends paid and a

further £4.9 million returned to Shareholders through share

buybacks all contributing to the reduction in net assets. This

was partially oﬀset by the fully subscribed Oﬀer for Subscription,

which raised net proceeds of £19.5 million and £4.4 million

from Shareholders who invested in the Dividend Reinvestment

Scheme (DRIS). Aﬅer adding back all dividends paid, the total

return in the period was +0.3%.

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 6 to 12 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

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Investment Performance Review

The Company’s total return of +0.3% underperformed the AIM

Index, which delivered a total return of +3.9% over the period.

Whilst disappointing, it is worth noting that the average total

return of the other constituents within the AIC VCT AIM-Quoted

Peer Group was -5%.

The investment portfolio remains well-diversiﬁed, comprising

holdings

that

range

from

early-stage,

cash-

consuming companies, to more well-established holdings

that are both proﬁtable and cash-generative. At the close of

the ﬁnancial year, the Company held 79 active VCT qualifying

investments, with 39 of these valued in excess of £500,000. More

than 70% of the qualifying businesses in the Company continue

to maintain a net cash position on their balance sheets.

Despite

resilience

the

broader

stock

market,

the

smaller companies listed on AIM underperformed relative to

other, more established, UK-listed smaller companies during

the period. This underperformance can largely be attributed to

risk aversion among investors, who continue to favour larger,

more liquid assets during a period of elevated interest rates

and persistent inﬂation. AIM-listed companies, especially those

outside of the FTSE AIM 100 Index, are typically early-stage,

cash-consuming businesses with high growth aspirations. It is

unsurprising therefore that many of them have encountered

diﬃculties in attracting further, much needed capital under these

tighter ﬁnancial conditions. The small size and limited liquidity

of these companies continues to deter investors and, for the

time being, the focus remains on more established companies

oﬀering stronger cash ﬂow stability.

The speciﬁc and rather unusual sector composition of the AIM

Index further heightened its vulnerability to economic headwinds

throughout the year. Sectors that are well represented within the

AIM Index, such as technology, consumer discretionary, and

biotechnology, were negatively aﬀected by rising borrowing

costs and weakening consumer conﬁdence. These conditions

proved particularly challenging for companies with longer paths

to proﬁtability, as they depend heavily on external funding to

sustain their growth. Consequently, the AIM Index experienced

disproportionately weak returns due to its greater weighting in

sectors that are traditionally vulnerable in a rising interest rate

environment. This was in stark contrast to the main UK Indices,

which continued to see capital allocations being directed

towards more stable sectors including energy, commodities, and

ﬁnancials.

The Company’s performance reﬂects these broader market

dynamics. While the portfolio’s diversiﬁcation strategy reduced

risk to some extent, certain holdings within high-growth sectors

faced considerable pressure and, as is normal in Venture Capital

investing, some of our investee companies failed during the

year under review. Nonetheless, we believe that the Company’s

strategic positioning within high growth sectors will ultimately

enable the portfolio to generate Shareholder value over the long

term. As the macroeconomic environment begins to stabilise,

and with expectations of improved investor sentiment towards

smaller, growth-oriented companies, both the Board and the

Investment Manager are optimistic that the Company is well

positioned to deliver positive capital returns.

Portfolio Activity

During the period, there were several opportunities to deploy

capital into both new investments and follow-on opportunities

within existing holdings. Encouragingly, the Investment Manager

continues to identify new and potentially highly attractive

investment prospects, some of which are currently under active

consideration. This pipeline of opportunities reﬂects a gradual

yet steady recovery in both the quantity and quality of potential

investments available to the Company.

Five new VCT qualifying investments were made during the

period, at a total cost of £7.5 million. In addition, £5.9 million of

capital was allocated across nine of the existing VCT qualifying

investee companies, to support their future growth.

A number of full and partial disposals were also made during

the course of the ﬁnancial year. Total proceeds from disposals

of qualifying investments amounted to £39.2 million, realising

an overall capital gain of £28.8 million over the lifetime of the

investments.

The Investment Manager continued to utilise two money market

funds, and an investment in the Unicorn UK Ethical Income

Fund, alongside holdings in some large, highly liquid UK equities

during the period. These were non-qualifying investments,

which continued to enable Shareholders to beneﬁt from the

current 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

found

the

Investment

Manager’s

Review

pages 6 to 12.

Chair's Statement

(continued)

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Dividends

A special dividend of 11.7 pence per share, was paid to

Shareholders on 14 February 2024 following the successful

acquisition of Abcam by Danaher Corporation.

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

31 March 2024, was paid to Shareholders on 13 August 2024.

The Board is also pleased to recommend a further ﬁnal dividend

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

2024. This dividend,

if approved

by Shareholders at

the

Company’s forthcoming AGM, will be payable on 21 February

2025 to Shareholders on the register as at 3 January 2025. In

addition, the Board has declared a special dividend of 6.0 pence

per share as a result of the M&A activity that led to the disposal

of our shareholdings in Mattioli Woods and Keywords Studios

during, and shortly aﬅer, the period end. This special dividend

will be payable alongside the ﬁnal dividend on 21 February 2025.

Total

dividends

respect

the

ﬁnancial

year

ended

30 September 2024, including these signiﬁcant special dividends

are therefore expected to be 24.2 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 2023

to 30 September 2024, the Company bought back 5,205,225 of

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

93.4 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 26 January 2024.

The Oﬀer was again strongly supported and closed, fully

subscribed, on 15 February 2024. The total raised, net of all

costs, was £19.5 million and resulted in the issue of 18.7 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 2024, there were

190,437,026 Ordinary Shares in issue.

New Oﬀer

On 27 November 2024, the Company announced the intention

to launch an Oﬀer for Subscription to raise up to £25 million

through the issue of new ordinary shares. The prospectus, which

will contain the full details and terms and conditions of the Oﬀer, is

expected to be available in January 2025.

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 are

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 100% of

total assets as of 30 September 2024. 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,

PricewaterhouseCoopers ("PwC"), 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 new government’s swiﬅ

action to extend the State Aid rules for venture capital trusts until

2035.

Board changes

Jeremy Hamer will not be seeking re-election at the forthcoming

AGM. We would like to take this opportunity to thank Jeremy

for his invaluable service as a Non-Executive Director and Audit

Committee Chair of the Company.

We also take this opportunity to welcome Julian Bartlett, who

was appointed to the Board as a new Non-Executive Director on

2 October 2024. Jeremy's wealth of experience and wise counsel

will be diﬃcult to replace; however, we are pleased to have

secured such a highly experienced director in Julian, following

an extensive and open executive search process.

Chair's Statement

(continued)

Unicorn AIM VCT plc

Annual Report

2024

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

to attend the Company’s Annual General Meeting, which is to

be held on 12 February 2025. Full details of the AGM including;

location, timing, and the business to be conducted, are given

in the Notice of the Meeting on pages 92 and 93. 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 92 and 93 using the proxy

form, or electronically at https://unicorn.city-proxyvoting.uk.

The Board has carefully considered the business to be approved

at the AGM and recommends that Shareholders vote in favour of

all the resolutions being proposed.

Outlook

The current ﬁnancial year is expected to reﬂect many of the same

themes that have shaped recent performance, with investor

sentiment toward smaller quoted companies likely to remain

fragile. The Company is however, well-positioned to navigate this

environment, beneﬁting, as it does, from a diversiﬁed portfolio

that has consistently demonstrated resilience.

The Investment Manager is seeing early indications of renewed

investor interest in the AIM, driven by attractive valuations. The

IPO market has also shown modest signs of recovery, with several

new companies preparing to list. The Investment Manager

remains highly selective, ensuring that new investments align

with the Company’s long-term growth strategy. This disciplined

approach, coupled with an improved deal pipeline, suggests

promising opportunities for capital deployment in the coming

year.

The Budget on 30 October 2024 brought in a number of

measures that will impact UK businesses in general, and AIM-

listed Companies in particular. The 1.2% increase in Employers'

NI, coupled with the reduction in earnings thresholds on which

it is paid, will have a negative eﬀect on all businesses that employ

more than a handful of people. The increase in CGT to 24%

and the increase in rates for Business Asset Disposal Relief, and

Entrepreneurs/Investors Relief to 14% next year and 18% the year

aﬅer, may well discourage current and potential entrepreneurs

from taking on risk to grow existing businesses or start new

ones. Finally, AIM-listed shares will be partially brought inside the

net for Inheritance Tax purposes with Business Relief applying to

only 50% of their value. This may well reduce the attractiveness

of AIM shares to potential investors and have a detrimental

eﬀect on the AIM in general. Meanwhile, making assets held in

pension schemes subject to Inheritance Tax from April 2027 may

also alter attitudes to long-term saving and investor behaviour.

It is possible that the prospect of paying 40% Inheritance Tax

on pension assets, may encourage the wealthy to mitigate tax

liabilities by increasing their exposure to AIM-listed stocks,

where partial relief will at least remain available. Nonetheless, it

is currently hard to see how any of these measures are going to

stimulate much needed economic growth.

Nevertheless, the Board shares the Investment Manager’s

conﬁdence that the investment portfolio is well-positioned to

deliver capital gains as and when market conditions improve.

Although near-term headwinds persist, the Board remains

cautiously

optimistic

about

the

outlook.

The

Company’s

strategic positioning within high-growth sectors, combined

with an expanding pipeline of investment opportunities, places

it in a strong position to capture any recovery in market value

and deliver meaningful capital growth for Shareholders.

Tim Woodcock

Chair

5 December 2024

Chair's Statement

(continued)

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Introduction

The twelve-month period ended 30 September 2024 was a

challenging period for the Company in both absolute and relative

performance terms. The Company’s net asset value total return of

+0.3% in the ﬁnancial year, compares to a total return of +3.9% for

the AIM Index over the same period.

While this is a slightly disappointing relative performance, it was

largely the result of a clear gulf in performance between the largest

and smallest companies listed on AIM. The FTSE AIM 50 Index,

which represents the ﬁﬅy largest companies on AIM, registered a

total return of +9.2% over the twelve-month period. Meanwhile,

the Company’s performance remains governed by its requirement

to invest in early-stage, scale-up companies. Unfortunately, the

conditions for these smaller companies remained challenging,

making it harder for our portfolio of investee companies to

outperform the larger more established companies on AIM.

The ﬁnancial year commenced with high levels of economic

and geopolitical uncertainty. The UK economy entered a mild

technical recession in the second half of 2023, reporting a small

decline in quarterly gross domestic product ("GDP") for two

consecutive quarters. Also, in September 2023, the UK consumer

price index ("CPI") was running at an annual inﬂation rate of 6.7%,

more than triple the 2% level set by the Government as a target

for the Bank of England ("BoE") to reach and maintain. As inﬂation

continued to pose a serious threat to economic growth, the BoE

initiated the sharpest rate hiking cycle for many decades, which

saw the Bank Rate peak at 5.25% in September 2023. Politically,

the UK has also now experienced ﬁve Prime Ministers in just seven

years, reﬂecting persistent instability in the post-Brexit era.

Globally, geopolitical risks remained at elevated levels throughout

the period under review including: the war of attrition being

waged by Russia against Ukraine in Europe, the resurgence of

conﬂict in the Middle East between Israel and a number of Iranian

backed militant groups, and growing tensions between China and

Taiwan in the Far East.

Set against this volatile and unpredictable macro-economic

backdrop, it was somewhat surprising to see global stock market

indices rally so strongly during the ﬁnancial year, from a low point

reached in October 2023. US equity indices registered notably

strong returns over the twelve-month period, as investors bet

that the US Federal Reserve would successfully navigate macro-

economic challenges and guide the American economy to a so-

called ‘soﬅ-landing’, thereby reducing inﬂation without putting

the economy into recession. The S&P 500 Index registered a total

return of +36.3% over the twelve months ended 30 September

2024. Meanwhile, the NASDAQ Composite Index posted a total

return of +38.7% over the same period. Most notably, Nvidia’s

stock price surged by over +179%, as investors concluded that

demand for its computer chips would continue to strengthen

signiﬁcantly in an eﬀort to satisfy the phenomenal growth in

generative AI computing power.

In the UK, over the same twelve-month period, equity market

performance was led by the FTSE 250 (excluding Investment

Trusts) Index, which recorded a total return of +21.4%, followed

by the FTSE 100 Index, which delivered a total return of +12.4%.

The strong performance of the mid-cap index reﬂected positive

contributions from sectors most sensitive to a reduction in

interest rates including: Non-Banking Financial Services, Real

Estate and House Builders. Meanwhile, the UK’s large-cap index

also beneﬁted from its large weighting in Banks and Defence

sectors, which both performed strongly. Banks have beneﬁted

from the higher interest rate environment, which enabled them

to earn a greater net interest margin on their loans. Ongoing

geopolitical tensions fuelled a signiﬁcant increase in defence

spending by NATO countries, driving strong order intake at BAE

Systems, among others.

However, investor appetite for backing UK smaller companies,

particularly AIM listed shares, remained muted, and was clearly

reﬂected in the much lower +3.9% total return registered by the

AIM Index over the same twelve-month period. This divergence in

performance underscores the persistent re-allocation of capital by

investors away from smaller, higher risk, higher growth companies

listed on AIM and towards large, more liquid, and globally

diversiﬁed businesses in the UK and US equity markets. The FTSE

AIM All-Share Index as at 30 September 2024 was almost 44%

below its previous peak level reached in September 2021. Clearly,

a sharp improvement in investor appetite for AIM-listed shares is

necessary for this situation to change for the better.

Headwinds to equity performance subsided during the second

half of the Company’s ﬁnancial year ended 30 September 2024.

Inﬂation fell steadily to reach 2.2% in August 2024 and the BoE

implemented its ﬁrst interest rate cut since 2016, signalling the

start of a new phase of easing monetary policy. This scenario

should ultimately help support the performance of smaller AIM

listed companies via lower borrowing costs and a more benign

inﬂationary cost environment. M&A activity also grew during the

year, as private equity investors and larger corporations were

increasingly attracted by the generally depressed valuations of

AIM listed companies.

The Labour Party’s victory in July’s General Election ought to bring

about a more stable political outlook for the UK. One of the new

Government’s key pledges is to increase levels of investment

in areas that will drive economic growth. The Chancellor,

Rachel Reeves has however repeatedly stated that the new

Government inherited a ‘black hole’ in the public purse and is

now implementing plans to progressively increase taxation to

help fund further increases in public sector expenditure. Investor

concern surrounding the possible removal of tax reliefs also led to

weaker sentiment towards AIM stocks in particular.

Investment Manager’s Review

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Net Asset Performance

As at 30 September 2024, the audited net assets of the Company

amounted to £199.4 million, which equates to a decline of

£12.5 million during the twelve-month period under review.

The audited Net Asset Value per Share was 104.7 pence as at

30 September 2024, which represents a capital decline (excluding

dividends paid) of -14.6% on the closing NAV per share of 122.6

pence as at 30 September 2023. Aﬅer adding back dividends paid

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

of the Company was +0.3%.

Despite the substantial net proceeds received from a fully

subscribed Oﬀer for Subscription together with a positive return

generated by the Company’s investment portfolio, net assets

registered a decline overall during the period under review. This

decline was largely due to the £32.0 million in dividends that were

paid to Shareholders in the period. A further £4.9 million was also

returned to Shareholders by way of share buybacks during the

ﬁnancial year.

The Investment Manager has always adopted a cautious approach

to deploying new capital. While total investment in AIM IPOs and

AIM-listed companies reduced in 2024 in comparison to previous

years, 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 since the proceeds from the Oﬀer for

Subscription were received. While the short-term performance

of these new VCT qualifying investments has been volatile, the

Investment Manager believes the current portfolio of investments

is particularly well-positioned to deliver meaningful long-term

growth in net assets.

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

market values, which is particularly disappointing since it follows

on from the signiﬁcant share price declines experienced in the

prior ﬁnancial year. The Company’s holdings in early-stage, scale-

up businesses, including those in the Life Sciences, Technology

and Pharmaceutical sectors, came under particular pressure since

they typically require multiple funding rounds, and were therefore

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. Several of these more mature investee companies received

take-over approaches during the year. Notably, the Company’s

long-standing holdings in Mattioli Woods, Keywords Studios,

City Pub Group and Belvoir Group all received recommended

takeover oﬀers at healthy premia to their underlying share prices.

Given the current circumstances, it seems likely that the Company

will continue to experience elevated levels of takeover activity

amongst its portfolio of investments.

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

further 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 10 non-qualifying investments. These investments are spread

across 27 diﬀerent sectors.

A review of the ten most meaningful contributors to performance

from VCT qualifying investments (both positive and negative)

follows:–

Largest Contributors

Hasgrove

(20.2% of net assets, +£17.4 million) is an unquoted

holding company, which wholly-owns an operating subsidiary

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

corporate intranet solutions that operates a Soﬅware-as-a-Service

(SaaS) business model.

its

most

recent

results

for

the

ﬁnancial

year

ended

31 December 2023, Hasgrove reported revenue growth of

over 26% to £37.0 million and operating proﬁt growth of 19%

to £9.6 million, when compared to its prior ﬁnancial year.

Hasgrove continues to perform strongly, with proﬁts growth

continuing to exceed expectations, a growing customer base,

and an accelerating stream of highly predictable recurring

revenues. As a consequence of this continued strong ﬁnancial

and operational performance, the carrying fair value of the

Company’s investment in Hasgrove was raised to £40.3 million,

representing an increase of +70.8% on the closing fair value of

£23.6 million as at 30 September 2023.

Cohort

(5.7% of net assets, +£5.5 million) is a defence technology

group, focused on providing advanced solutions in defence,

security, and related markets. Through its subsidiaries, it delivers

innovative services such as electronic warfare systems, cyber

security,

and

surveillance

technologies.

These

capabilities

support critical operations for defence organisations worldwide,

ensuring enhanced safety and security across complex and high-

risk environments.

Investment Manager’s Review

(continued)

Unicorn AIM VCT plc

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Investment Manager’s Review

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In its most recent annual results for the ﬁnancial year ended

30 April 2024, Cohort reported record revenues, operating proﬁts,

and order intake levels. Its current order book underpins over 90%

of forecast revenues for its current ﬁnancial year and management

expect another year of good growth. Cohort also announced ﬁve

substantial contract wins during the year totalling over £45 million

in additional revenues.

Mattioli Woods

(sold in year, +£2.3 million) is a specialist provider

of wealth management and employee beneﬁts services. Mattioli

Woods oﬀers tailored ﬁnancial planning, asset management, and

advisory solutions for individuals and corporate clients. Through

its expertise in pension consultancy and investment strategies,

Mattioli Woods ensures long-term ﬁnancial security and growth,

addressing the diverse needs of its clients across the UK.

In March 2024, Mattioli Woods announced the terms of a

recommended takeover oﬀer from Pollen Street Capital, a UK

listed private equity ﬁrm, specialising in investments within

the ﬁnancial services sector. The oﬀer valued Mattioli Woods

at approximately £432 million, or 804 pence per share, which

represented a 34% premium over Mattioli’s closing price prior to

the announcement. The transaction completed on 2 September

2024, generating proceeds of £7.8 million and realised a capital

proﬁt on book cost of £6.1 million.

Belvoir

Group

(“

Belvoir

”)/

The

Property

Franchise

Group

(“

TPFG

”) (3.2% of net assets, +£2.3 million) is a UK based franchised

property services company that specialises in residential lettings

and sales through a network of franchisees. In January 2024, Belvoir

announced a recommended all-share merger with TPFG to form

one of the UK’s largest multi-brand lettings and estate agency

groups, integrating both companies' networks and services.

Under the merger terms, Belvoir shareholders were entitled to

approximately 48.25% of the combined entity, valuing Belvoir

at around £110 million pre-merger. The transaction completed

in March 2024, and we received new shares in TPFG in exchange

for our shares in Belvoir. Following receipt of these shares, we

disposed of the portion of shares which were non-qualifying and

retained the qualifying element.

Keywords Studios

(“

Keywords

”) (3.0% of net assets, +£2.2 million)

is a leading provider of creative and technological solutions for

the video games and entertainment sectors. Keywords’ oﬀerings

include: game development, art creation, audio production,

quality assurance testing, localisation, and marketing services.

Its comprehensive solutions ensure the smooth production and

global distribution of engaging content, signiﬁcantly enhancing

player experience, and contributing to the success of top gaming

titles worldwide.

Following a number of unsolicited and rejected bids from EQT,

a global private equity ﬁrm, Keywords announced in July 2024 a

ﬁnal, recommended takeover oﬀer, which valued Keywords at

approximately £2.1 billion, or 2,450 pence per share, reﬂecting

a premium of 66.7% over the closing price prior to the initial

announcement. This oﬀer completed on 23 October 2024,

generating proceeds of £6.0 million and a realised gain of

£5.7 million.

City Pub Group

(sold in year, +£1.7 million) is a UK-based

pub company that owns and manages a portfolio of over ﬁﬅy pubs

located in the southern regions of England and Wales.

In November 2023, Young & Co’s Brewery (“Young’s”) announced

a recommended takeover oﬀer for City Pub Group valuing

the company at approximately £162 million, or about 1,110 pence

per share, reﬂecting a 46% premium over the company's closing

share price prior to the announcement. The oﬀer was satisﬁed

through a combination of cash and new Young’s shares. The

transaction completed on 4 March 2024 and resulted in cash

proceeds of £4.2 million and realised a proﬁt on the Company’s

book cost of the holding in City Pub Group of £0.6 million.

Following receipt of the new Young’s shares, the Investment

Manager disposed of the portion of shares that were non-

qualifying and retained the qualifying portion of shares.

Anpario

(3.1% of net assets, +£1.4 million) is a leading provider

of natural animal health products. Anpario develops and

manufactures innovative solutions for poultry, livestock, and

aquaculture, focusing on nutritional additives and biosecurity

measures. Anpario's range of products aim to enhance the

health and welfare of farm animals, while promoting sustainable

farming practices.

Anpario recently released positive interim results, which covered

the period ended 30 June 2024. These results highlighted

recovery

global

agricultural

markets,

leading

improvement in sales volumes and a stabilisation of raw material

costs. As a result, Anpario experienced strong growth in revenue

(+11% to £17.0 million) and pre-tax proﬁts (+53% to £2.1 million)

year-on-year. Management also indicated a robust start to the

second half of the year, with a sustained recovery in volumes

across all product lines.

SulNOx Group

(1.2% of net assets, +£1.0 million) specialises

in providing responsible solutions for decarbonising liquid

hydrocarbon fuels. SulNOx’s natural, biodegradable fuel additives

eﬀectively reduce harmful greenhouse gas emissions.

SulNOx’s results for the year to 31 March 2024 reported record

turnover of £0.5 million as the business won its ﬁrst sales of

product

marine

customers.

Despite

operational

losses,

SulNOx's now has positive business momentum, is expanding

its operations globally and has added new board members with

expertise in the marine sector. SulNOx has identiﬁed potential

growth opportunities in the African, Asian, US, and European

markets. In a recently released, independent report, the results of a

generator-based study, unequivocally demonstrate commercially

meaningful fuel savings and emissions reductions, which should

assist SulNOx to achieve further commercial traction.

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Information

Animalcare Group

(1.9% of net assets, +£0.9 million) is an

international veterinary sales and marketing organisation which is

headquartered in York. In April 2024, Animalcare released results

for the ﬁnancial year ending 31 December 2023, which reported

an improved trading performance driven by management’s

focus on growing sales of its more popular and more proﬁtable

products in the group’s portfolio. This approach facilitated an

improvement in gross margins and improved cash generation.

The group also disposed of its stake in Identicare, which is a

UK-based pet microchipping business, for a cash consideration

of circa £25 million. Management intends to prioritise growth

in the animal pharmaceuticals business, via a combination of

organic and acquisitive investment opportunities. In September

2024, Animalcare announced interim results for the six months

ended 30 June 2024, which reported a continued positive trading

performance and outlook.

Incanthera

(1.4%

net

assets,

+£0.9

million)

UK-

based

dermatology

company

currently

wholly

focused

on commercialising a range of luxury skincare targeted solutions.

A recently announced partnership agreement with Marionnaud

has resulted in an exclusive Europe-wide product launch and

underscores the growth potential of their proprietary Skin +

CELL brand. Incanthera's specialist expertise in formulation

and delivery, coupled with a signiﬁcant market opportunity,

positions the business well for rapid revenue growth. In order to

fund the short-term increase in working capital, the business has

strengthened the balance sheet by way of a further funding round

of £1.1 million, in which we were pleased to participate.

Largest Detractors

Oxford Biodynamics

(“OBD”) (0.4% of net assets, -£5.8 million) is

a biotechnology company dedicated to advancing healthcare by

creating and distributing precision tests for life-changing diseases.

OBD’s

pioneering

EpiSwitch

technology

acknowledged

for its ability to assist in a more accurate diagnosis of prostate

cancer. OBD’s Prostate Screening Test (PSE) was launched ahead

of schedule earlier this year and has received approval codes

for reimbursement in the US by health insurers. However, a

laboratory expansion and an increased investment in sales &

marketing capacity, resulted in high levels of cash outﬂows during

the ﬁnancial year. In March 2024, OBD raised a further £10 million

despite the diﬃcult market conditions. In October 2024, OBD’s

management team announced a strategic review of the business,

including a material reduction in costs in an eﬀort to maximise

the cash runway. Nonetheless, it is likely that OBD will require

additional funding by early 2025. OBD’s management team will

be providing an update on the progress of the strategic review in

due course.

Surface Transforms

(0.0% of net assets, -£4.7 million) is a

manufacturer of carbon ﬁbre ceramic brake discs for the

automotive industry. Surface Transforms has faced extreme

challenges over the past year and slowly improving levels of

manufacturing output have been insuﬃcient to meet the forecast,

and necessary levels of revenue growth. The implementation of

capacity upgrade projects has taken longer, and cost more than

originally anticipated. This has resulted in increased operational

and working capital costs, which have led to a material decline

in the company's cash balance. Revenues for the ﬁnancial year

ending 31 December 2024 are likely to fall signiﬁcantly short of

prior expectations and management have since enacted measures

to carefully manage working capital, while also reviewing all

available future funding options.

Tracsis

(4.5% of net assets, -£4.3 million) is a leading provider

of soﬅware, hardware, data analytics and services for the rail,

traﬃc data, and wider transport industries. Products and services

provided by Tracsis help their customers improve the eﬃciency

and safety of their operations, reduce costs, make better

decisions, and improve customer service. During the summer,

Tracsis warned that its business had been negatively aﬀected by

a period of pre-election inactivity, which imposed restrictions on

spending across central government, local authorities, and train

operating companies. Current ﬁscal year revenue forecasts were

trimmed by circa 5%, however, earnings forecasts were cut by

a more substantial 30%, reﬂecting Tracsis’s relatively high ﬁxed

cost base. In counterbalance to this setback, the management

team emphasised that overall momentum in the group remained

strong and that the market opportunity for its rail enterprise

soﬅware continues to grow.

Avacta

Group

(1.0%

net

assets,

-£3.1

million)

biopharmaceutical company focused on developing innovative

cancer therapies and diagnostics using its proprietary Aﬃmer®

technology. In its recent interim results, Avacta reported strong

progress with its Phase 1a clinical trial for AVA6000, supported by

a successful fundraise of £30 million earlier this year. Management

emphasised that both preclinical studies and ongoing clinical data

support conﬁdence in the broader potential of its pre|CISION™

platform. Additionally, a process is underway to divest its

diagnostics division to sharpen focus on the therapeutics division.

Aurrigo

International

(“

Aurrigo

”)

(2.9%

net

assets,

-£2.8 million), is a leading global provider of innovative transport

technology, specialising in autonomous and semi-autonomous

solutions. Aurrigo’s patented products and services tackle the

ongoing transport issues that the aviation industry around the

world is still facing due to labour shortages caused by the COVID

pandemic. In November 2023, Aurrigo secured an additional

£3.84 million, including £1.5 million from the Company, to

support its development plans. This important funding round

was completed at a signiﬁcant discount to the underlying

share price, immediately prior to the announcement of the

latest investment round. Since then, Aurrigo has released half-

year ﬁnancial results, which conﬁrmed signiﬁcant growth in

revenues in both its Autonomous and Automotive divisions.

Total revenues increased by 26% (£3.9 million), gross proﬁt was

up 100% (£1.4 million). Cash reserves were £1.8 million. Aurrigo’s

management team anticipates delivering signiﬁcant growth in

Investment Manager’s Review

(continued)

Unicorn AIM VCT plc

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Investment Manager’s Review

(continued)

revenues during the 2025 ﬁnancial year. Meanwhile, by exerting a

tight control of overheads, management is conﬁdent that margins

will improve during the remainder of the current ﬁnancial year.

Directa Plus

(0.5% of net assets, -£2.4 million) is a leading

supplier of graphene, an innovative material with a wide range

of applications across a variety of industries including consumer,

energy, automotive, and aerospace. Directa Plus reported lower

sales and proﬁtability in its most recent interim results, reﬂecting a

variety of challenges, including a delayed start to a key contract, the

cessation of lower-margin contracts and a temporary slowdown

in orders from a major workwear client. Despite these short-

term setbacks, Directa Plus remains focused on strengthening

its commercial capabilities, driving growth through production

eﬃciencies, cost restructuring, and converting contracts from its

growing pipeline of opportunities.

Destiny

Pharma

(0.0%

net

assets,

-£2.0

million)

biotechnology ﬁrm focused on creating innovative anti-infection

solutions. Its lead product, XF-73 Nasal, is an antimicrobial gel

designed

prevent

post-surgical

infections and currently

remains in late-stage development.

In July 2024, Destiny Pharma's Board came to the conclusion

that staying on public markets hindered their ability to secure

adequate funding for the Phase 3 clinical trials of this product.

Despite the strong market potential of XF-73 Nasal, the company

has faced challenges in raising further capital and delays in

securing a commercially viable licensing deal. Given limited

funding opportunities in public markets and signiﬁcant cash

constraints, the Board concluded that transitioning to private

ownership would enhance access to the necessary capital.

Unfortunately, this initiative was unsuccessful and, on 22 August

2024, Destiny Pharma entered administration, having failed to

secure the necessary capital from alternative sources. At this

point, the value of our investment in Destiny Pharma was written

down to zero.

Lunglife AI

(0.2% of net assets, -£1.7 million) is a biotechnology

company focused on using artiﬁcial intelligence to improve the

early detection and diagnosis of lung cancer. By analysing lung

samples using its proprietary algorithms, Lunglife aims to enhance

diagnostic accuracy and ultimately improve patient outcomes.

Despite past delays in the clinical development of its diagnostic

tests, LungLife AI is now laying the groundwork for commercial

progress. The company has secured a reimbursement code and

favourable Medicare pricing for its test, coupled with initial orders

generated from its early access program, indicating increasing

interest from physicians. LungLife AI is actively seeking to secure

funding from a strategic partner, while also implementing

eﬀective cost-control measures to extend its current cash runway.

Arecor Therapeutics

(“

Arecor

”) (0.4% of net assets, -£1.5 million)

a clinical-stage

biopharmaceutical company

focused on

developing novel therapies through its proprietary Arestat™

technology. Arecor's portfolio includes next-generation insulin

therapies and other advanced biologics, which target unmet

medical needs across a range of therapeutic areas.

During the period under review, Arecor achieved notable pipeline

advancements and secured a further £6 million in funding.

Although the fundraise led to a decline in the company’s share

price, Arecor has since reported encouraging Phase I clinical

results

for AT278, showcasing

its

potential

to signiﬁcantly

improve outcomes for diabetic patients. Discussions are currently

underway to secure a development partner for this key asset.

Tribe Technology

(“

Tribe Tech

”) (0.4% of net assets, -£1.0 million)

specialises in the development and manufacture of autonomous

mining equipment. Tribe Tech has made signiﬁcant progress in

developing its autonomous drill rig and sample system products.

The company has successfully manufactured its ﬁrst drill rig for

Master Drilling, a mining contractor, and is currently manufacturing

a second drill rig for Anglo American, a global mining corporation.

However, delays in delivering the ﬁrst drill rig to Master Drilling

have resulted in much needed revenue generation slipping into

2025. Tribe Tech raised a further £1.41 million in June 2024 via the

issue of new shares and a Convertible Loan Note. The company’s

management team has also enacted cost reductions to preserve

working capital where possible.

Non-Qualifying Investments

The non-qualifying investments in the portfolio are typically

made in larger, more liquid quoted companies that are listed on

the FTSE 350 Index. Non-qualifying investments are normally held

in the portfolio in lieu of cash, allowing us to generate additional

dividend income for future distribution to Shareholders while

awaiting suitable VCT qualifying investment opportunities. In

the main, these investments performed satisfactorily during the

period under review.

During the twelve-month period ended 30 September 2024, the

Investment Manager continued to take advantage of the attractive

yields available on short-term money market funds to generate

additional income. While short-term bond yields remain high, we

expect this to remain an attractive means of generating additional

income at minimal risk, while awaiting suitable VCT qualifying

opportunities.

Oﬀer for Subscription

The

fully

subscribed

Oﬀer

for

Subscription

that

closed

in February 2024, 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.

Unicorn AIM VCT plc

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Strategic Update

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Information

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. Initial Public Oﬀerings ("IPOs") were largely absent during the twelve-month period. By number, the majority of the

fund-raises in which we participated were in companies in which we already held an equity stake and were designed to provide additional

capital to enable them to accelerate their development plans. A total of £5.9 million was invested in these follow-on funding rounds,

across nine qualifying companies already held in the portfolio.

In addition, ﬁve VCT qualifying investments were made in businesses already listed on AIM or the Aquis Exchange, but which were new

introductions to the Company’s portfolio. In total, £7.5 million was invested in these VCT qualifying companies.

As highlighted in the table below, the VCT qualifying investments made during the ﬁnancial year have delivered disappointing initial

returns, which starkly illustrates the diﬃcult market conditions for small, early-stage AIM- listed businesses. The standout performer in a

positive sense, was our investment in Incanthera, which has generated strong short-term gains.

Trade Date

Cost

Value at

30 September

2024

Proﬁt/(loss)

Return

NEW INVESTEE COMPANIES

Eden Research

6 October 2023

1,500,000

900,000

(600,000)

(40.0)

SkinBioTherapeutics

22 November 2023

1,500,000

848,684

(651,316)

(43.4)

Equipmake Holdings

15 February 2024

1,500,000

625,000

(875,000)

(58.3)

EDX Medical Group

4 March 2024

1,000,000

791,667

(208,333)

(20.8)

Incanthera*

21 June 2024

2,000,000

2,933,333

†

933,333

†

46.7

Total

7,500,000

6,098,684

(1,401,316)

(18.7)

FOLLOW ON INVESTMENTS

Aurrigo International

20 November 2023

1,500,000

1,125,000

(375,000)

(25.0)

Verici DX

20 February 2024

1,000,000

722,222

(277,778)

(27.8)

PCI-PAL

18 March 2024

123,064

102,846

(20,218)

(16.4)

LungLife Al

22 March 2024

755,000

215,714

(539,286)

(71.4)

Oxford Biodynamics

5 April 2024

748,201

267,690

(480,511)

(64.2)

Polarean Imaging

17 June 2024

350,000

507,500

157,500

45.0

Tribe Technology Conv LN 7.5%

26 June 2024

600,000

–

Directa Plus

1 July 2024

640,000

391,111

(248,889)

(38.9)

Oberon Investments Group

9 August 2024

224,400

192,343

(32,057)

(14.3)

Total

5,940,665

4,124,426

(1,816,239)

(30.6)

* During the period, sales were made realising a gain of £40,774.

† Based on original investment.

While initial performance has been disappointing, the Investment Manager believes that each of these 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, which the Investment Manager fully supports, 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.

Investment Manager’s Review

(continued)

Unicorn AIM VCT plc

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Investment Manager’s Review

(continued)

Realisations

In aggregate, £0.9 million was raised from the partial disposal of

VCT qualifying shares during the period. A further £37.8 million

was received in net proceeds from VCT qualifying investments,

which were fully disposed as a consequence of M&A activity.

These corporate exits realised an aggregate gain on book cost of

£29.1 million.

The largest corporate exit was Abcam, which was acquired by

Danaher Corporation. This transaction completed in December

2023, generating net proceeds of £20.3 million and a realised

capital gain on remaining book cost of £19.2 million. As a

reminder,

the

Investment

Manager

has

also

realised very

substantial capital proﬁts throughout the 18 year investment

holding period, by making a series of regular partial disposals of

shares in Abcam. The Company’s initial investment in Abcam was

made in November 2005.

Other corporate

takeovers of VCT qualifying

investments,

which completed during the twelve-month period, included;

Mattioli Woods, Instem, Smoove and City Pub Group. In

aggregate, these four additional exits generated net proceeds

of £17.4 million and realised capital gains of £11.1 million on book

cost.

Corporate actions also resulted in the full exit of non-qualifying

investments. These included the takeover of non-qualifying

shares in City Pub Group, which generated net proceeds of

£1.2 million and a realised loss on book cost of £0.1 million.

The Company also tendered its non-qualifying shares in Gama

Aviation, ahead of Gama’s delisting from AIM, which generated

proceeds of £0.3 million and a realised loss of £0.5 million. A

qualifying stake in Gama Aviation was retained in the portfolio as

an unlisted investment.

Outlook

The headwinds faced by the UK economy over recent years

ﬁnally appear to be abating. Inﬂation is moderating and the

‘core’ Consumer Price Index ("CPI") is expected to soﬅen further

to 2.2% in 2025 and 2.1% in 2026. Core CPI is an important

indicator of economic health, which is closely monitored by

the Bank of England since it excludes the highly volatile costs of

energy and food.

Provided that the downward trend in inflation continues, the

Bank of England is expected to continue to reduce interest

rates beyond the initial 25 basis point reduction made in August

2024. Market forecasts currently indicate the potential for an

additional 50 basis point reduction to 4.5% by the end of 2024.

Declining interest rates should help to support listed company

valuations, particularly those at the smaller end of the market

capitalisation range.

Following years of political disruption and uncertainty, the

election of a government with a large majority should provide

stability and boost levels of conﬁdence among retail and

institutional investors. It is to be hoped that the UK becomes more

widely perceived as being an attractive place in which to invest.

However, near-term optimism has recently been tempered in the

aﬅermath of the new Chancellor’s ﬁrst Budget. While anticipated

reductions in the tax reliefs enjoyed by certain AIM businesses

did not fully materialise, other aspects of the Budget were clearly

designed to rapidly increase HMRC’s overall tax take. This is

disappointing, especially given the Labour Party’s pro-growth

and pro-business rhetoric prior to the General Election.

Globally, geopolitical risks remain signiﬁcant. Conﬂict between

Russia and Ukraine is likely to grind on. Elsewhere, dramatic

escalation of military conﬂict in the Middle East, poses a threat

to stability throughout the Middle East region. In Asia, increasing

military tension between China and Taiwan may lead to global

economic and supply chain disruption or, in the worst-case

scenario, military conﬂict. The outcome of these risks, and the

eﬀects they may have on equity markets, is highly unpredictable.

However, the Investment Manager takes comfort from the

diversiﬁed nature of the portfolio, which has always demonstrated

resilience in previous periods of extreme market dislocation.

In the meantime, the portfolio of investee companies remains in

reasonably good health. Importantly, most of these businesses

remain well-funded and are operating with balance sheets that

are suﬃciently robust to enable them to successfully navigate a

further period of economic and equity market uncertainty.

Overall, IPO activity on AIM is likely to take longer to recover

than previously expected. However, VCT qualifying pipeline

opportunities 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.

Chris Hutchinson

Unicorn Asset Management Limited

5 December 2024

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Top Ten Investments (by Value)

at 30 September 2024 with prior year comparative values

30 September 2024

30 September 2023

Book

cost

£'000

Valuation

£'000

% of net

assets by

value

Book

cost

£'000

Valuation

£'000

% of net

assets by

value

Hasgrove (unlisted)

1,277

40,306

20.2

1,303

23,607

11.2

Cohort

1,278

11,376

5.7

1,278

5,904

2.8

Tracsis

1,500

8,910

4.5

1,500

13,200

6.2

Avingtrans*

1,864

7,979

4.0

1,864

7,979

3.8

MaxCyte

2,926

7,208

3.6

2,926

6,214

2.9

Tristel

878

6,411

3.2

878

7,195

3.4

The Property Franchise Group (formerly Belvoir Group)*

2,202

6,308

3.2

2,362

4,351

2.0

Anpario

1,423

6,248

3.1

1,423

4,849

2.3

Keywords Studios

303

6,007

3.0

303

3,818

1.8

Aurrigo International

4,458

5,747

2.9

2,980

7,139

3.4

Total

18,109

106,500

53.4

16,817

84,256

39.8

* The holding consists of both qualifying and non-qualifying shares as shown on pages 14 and 20.

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Investment Portfolio Summary

at 30 September 2024

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

1,278

11,376

Aerospace & defence

5.7

2.9

3.2

Tracsis

Developer and supplier of resource optimisation

and data capture technologies to the transport

industry

2007

1,500

8,910

Soﬅware & computer

services

4.5

5.4

5.9

MaxCyte

Developer of cell -engineering platforms based on

Flow Electroporation technology

2016

2,926

7,208

Pharmaceuticals &

biotechnology

3.6

2.4

Avingtrans

Provision of precision engineering services

2004

996

6,806

Industrial engineering

3.4

5.9

Tristel

Manufacturer of contamination and infection

control products

2009

878

6,411

Healthcare providers

3.2

3.4

4.0

Anpario

Manufacturer of natural feed additives for global

agricultural markets

2006

1,423

6,248

Pharmaceuticals &

biotechnology

3.1

9.2

Keywords Studios

Provider of technical service

to the global video

game industry

2013

303

6,007

Leisure goods

3.0

0.3

Aurrigo International

An international provider of transport technology

solutions

2022

4,458

5,747

Technology hardware

& equipment

2.9

16.7

The Property Franchise Group (formerly Belvoir

Group)

Residential property lettings and sales

2015

1,883

5,388

Real estate investment

& services

2.7

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

4,875

Industrial engineering

2.5

1.1

1.4

Idox

Information and knowledge management soﬅware

2007

1,242

3,868

Soﬅware & computer

services

1.9

1.4

Pulsar Group (formerly Access Intelligence)

Compliance soﬅware solutions for the public and

private sectors

2004

3,159

3,848

Soﬅware & computer

services

1.9

5.1

Animalcare Group

Specialist veterinary pharmaceuticals and animal

health products

2007

2,401

3,844

Pharmaceuticals &

biotechnology

1.9

2.7

Incanthera**

Dermatology and oncology therapeutics company

focusing on discovery and development of

targeted solutions

2024

1,960

2,874

Pharmaceuticals &

biotechnology

1.4

11.2

SulNOx Group**

The development and marketing of fuel emulsiﬁers

and conditioners

2021

1,800

2,353

Chemicals

1.2

5.4

Avacta Group

Developer of protein based reagents for research

and diagnostics

2018

932

2,064

Pharmaceuticals &

biotechnology

1.0

1.2

* Unicorn Asset Management Limited.

** Listed on Acquis Exchange.

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Investment Portfolio Summary

(continued)

at 30 September 2024

Year ﬁrst

invested

Book

cost

£'000

Value

£'000

Market sector

% of net

assets by

value

% of

equity

held

% of

equity

managed

by UAML*

Futura Medical

Experts in topical formulations and transdermal

delivery and have developed an advanced

proprietary transdermal technology

2021

2,300

1,975

Pharmaceuticals &

biotechnology

1.0

1.9

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

2,224

1,859

Financial services

0.9

9.0

Verici DX

Developer of tests to understand how a patient will

and is responding to organ transplant

2020

3,125

1,323

Pharmaceuticals &

biotechnology

0.7

8.4

PCI-PAL

A leading world-wide provider of payment card

industry compliance solutions for contact centres

2018

1,023

1,039

Soﬅware & computer

services

0.5

3.1

Directa Plus

Producer and supplier of graphene-based

products for use in consumer and industrial

products

2016

5,250

1,037

Chemicals

0.5

9.0

Feedback

A specialist technology company providing

innovative soﬅware and systems to beneﬁt those

working in the ﬁeld of medical imaging

2020

4,000

971

Medical equipment &

services

0.5

18.2

Huddled Group (formerly Let's Explore Group)

Provider of ‘out of home’ virtual reality experiences

2018

2,250

903

Electronic & electrical

equipment

0.5

9.1

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

900

Chemicals

0.5

4.3

Tribe Technology

A disruptive developer and manufacturer of

autonomous mining equipment

2023

2,000

880

Industrial engineering

0.4

8.3

SkinBioTherapeutics

A life science company focused on skin health

2023

1,500

849

Pharmaceuticals &

biotechnology

0.4

3.5

Oxford Biodynamics

A global biotech company advancing personalised

healthcare by developing & commercialising

precision medicine tests for life-changing diseases

2022

3,498

809

Pharmaceuticals &

biotechnology

0.4

8.1

EDX Medical Group**

Develops innovative digital diagnostic products

and services for the personalised treatment for

cancer, heart disease and infectious diseases

2024

1,000

792

Pharmaceuticals &

biotechnology

0.4

2.4

Vianet

Provision of real-time monitoring systems and data

management services

2006

725

788

Soﬅware & computer

services

0.4

2.1

Ilika

A pioneer in solid state battery technology,

enabling solutions for applications such as

Industrial IoT, MedTech and EV

2020

1,528

744

Electronic & electrical

equipment

0.4

1.9

* Unicorn Asset Management Limited.

** Listed on Acquis Exchange.

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Investment Portfolio Summary

(continued)

at 30 September 2024

Year ﬁrst

invested

Book

cost

£'000

Value

£'000

Market sector

% of net

assets by

value

% of

equity

held

% of

equity

managed

by UAML*

Arecor Therapeutics

A globally focused biopharmaceutical company

transforming patient care by bringing innovative

medicines to market through the enhancement of

existing therapeutic products

2021

2,778

743

Pharmaceuticals &

biotechnology

0.4

3.2

Equipmake Holdings**

A UK-based technology company, which has

developed a range of electriﬁcation products for

the provision of electric vehicle drivetrains

2024

1,500

625

Technology hardware

& equipment

0.3

2.5

Young & Co

Owner and occupier of pubs located in cities and

major towns in the South including London

2024

745

608

Travel & Leisure

0.3

0.2

0.7

Concurrent Technologies

Designer and manufacturer of high performance

processor based solutions for use in critical

embedded applications

2016

275

570

Technology hardware

& equipment

0.3

0.6

Polarean Imaging

Manufacturer and service provider for noble gas

polariser devices and ancillary instruments with

special focus on pulmonary imaging

2021

2,257

554

Medical equipment &

services

0.3

3.2

Totally

Delivery of care solutions to individuals, business or

public bodies

2015

3,107

518

Healthcare providers

0.3

2.9

Tan Delta Systems

Provider of real-time oil condition analysis that

optimises maintenance and reduces operating

costs

2023

504

484

Electronic & electrical

equipment

0.3

2.7

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

408

Pharmaceuticals &

biotechnology

0.2

12.7

PHSC

Health & Safety consultancy and training

2007

253

375

Industrial support

services

0.2

12.2

Nexteq

Designer and manufacturer of advanced hardware

and soﬅware solutions for the pay-to-play gaming

and slot machine industry

2016

648

368

Technology hardware

& equipment

0.2

0.6

Netcall

Creates, maintains and supports a full range of

communication soﬅware tailored to both the

public and private sectors

2016

192

335

Soﬅware & computer

services

0.2

Touchstar

Development and supply of rugged, hand-held

data capture devices to the logistics sector

2005

338

304

Technology hardware

& equipment

0.2

3.5

XP Factory

Global provider of live 'escape the room'

experiences

2017

2,000

263

Travel & leisure

0.1

1.3

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

262

Healthcare providers

0.1

6.7

* Unicorn Asset Management Limited.

** Listed on Acquis Exchange.

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Investment Portfolio Summary

(continued)

at 30 September 2024

Year ﬁrst

invested

Book

cost

£'000

Value

£'000

Market sector

% of net

assets by

value

% of

equity

held

% of

equity

managed

by UAML*

Diales (formerly Driver Group)

Provision of specialist commercial, project

planning and dispute resolution services to the

construction industry

2006

552

257

Industrial support

services

0.1

3.1

Kingswood Holdings

Private wealth management

2015

1,758

253

Investment banking &

brokerage services

0.1

0.3

Synectics

Designer of end-to-end integrated security and

surveillance solutions

2016

110

250

Industrial support

services

0.1

0.6

Gelion

Developer of the next generation of safe stationary

storage technology to maximise solar and wind

energy

2022

1,900

223

Electronic & electrical

equipment

0.1

1.0

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

222

Pharmaceuticals &

biotechnology

0.1

0.9

Creo Medical

A medical device company focused on the

emerging ﬁeld of surgical endoscopy, a recent

development in minimally invasive surgery

2018

1,000

192

Medical equipment &

services

0.1

0.2

Oncimmune Holdings

A immunodiagnostics developer, primarily focused

on the growing ﬁelds of immuno-oncology,

autoimmune disease and infectious diseases

2021

2,088

191

Pharmaceuticals &

biotechnology

0.1

1.6

Hardide

Advanced tungsten carbide based metal coatings

for internal and external surfaces

2014

2,054

191

Chemicals

0.1

4.1

Pressure Technologies

Manufacturer of high pressure cylinders

2007

1,140

176

General industrials

0.1

1.5

Abingdon Health

Developer and manufacturer of high-quality

rapid lateral ﬂow tests across all industry sectors,

including healthcare and COVID-19

2020

1,851

173

Medical equipment &

services

0.1

1.0

Soﬅware Circle (formerly Grafenia)

Franchised high street print shops

2004

231

154

Consumer services

0.1

0.2

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

Merit Group

Media group focused on political communication,

training and publishing

2003

1,176

134

Media

0.1

0.9

Cambridge Nutritional Sciences

Medical diagnostics company focused on allergy,

food intolerance and infectious disease

2010

444

130

Medical equipment &

services

0.1

1.6

* Unicorn Asset Management Limited.

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Investment Portfolio Summary

(continued)

at 30 September 2024

Year ﬁrst

invested

Book

cost

£'000

Value

£'000

Market sector

% of net

assets by

value

% of

equity

held

% of

equity

managed

by UAML*

Surgical Innovations Group

Designer and manufacturer of minimally invasive

surgical instruments

2007

436

129

Medical equipment &

services

0.1

2.8

Renalytix (formerly Renalytix AI)

A developer of artiﬁcial intelligence enabled

diagnostic solutions

2018

1,425

Healthcare providers

–

0.7

Brighton Pier Group

Owner and operator of Brighton Pier and of

premium bars across the UK

2013

426

Travel & leisure

–

0.7

Surface Transforms

Developer and producer of carbon-ceramic brakes

2016

3,164

Automobiles & parts

–

1.4

Trellus Health

Provider of quality and expert-driven personalised

care for people

with chronic conditions

2021

2,500

Healthcare providers

–

3.9

Dillistone Group

Provider of soﬅware services to the executive

recruitment industry

2006

356

Soﬅware & computer

services

–

7.8

Genedrive

Developing and commercialising a low cost, rapid,

versatile point-of-need diagnostics platform for the

diagnosis of infectious diseases

2016

706

Pharmaceuticals &

biotechnology

–

0.2

Earnz (formerly Verditek)

Development and production of lightweight,

ﬂexible solar panels

2020

1,500

Alternative energy

–

0.2

Getech Group

A leading petroleum and minerals consultancy

2016

188

Oil, gas & coal

–

0.4

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

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(formerly Falanx Group)

Provider of proactive cyber defence, intelligence

and technology

2018

1,500

Industrial support

services

–

6.3

Cizzle Biotechnology Holdings

Designer and manufacturer of intelligent LED

lighting solutions for commercial and architectural

markets

2014

747

Pharmaceuticals &

biotechnology

–

Distil

Owner and supplier of gin, vodka and liquor brands

2016

Beverages

–

0.1

112,608

112,365

56.3

* Unicorn Asset Management Limited.

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Investment Portfolio Summary

(continued)

at 30 September 2024

Year ﬁrst

invested

Book

cost

£'000

Value

£'000

Market sector

% of net

assets by

value

% of

equity

held

% of

equity

managed

by UAML*

QUALIFYING UNQUOTED INVESTMENTS

Hasgrove

Digital marketing and communication services

2006

1,277

40,306

Media

20.2

25.9

nkoda Limited

Online provider of sheet music by subscription

2018

2,496

1,283

Soﬅware & computer

services

0.7

10.5

Heartstone Inns

A group of individual Free Houses each with a

distinct character in locations across Southern

England

2014

1,112

766

Travel & leisure

0.4

7.6

Tribe Technologies - Loan stock

A disruptive developer and manufacturer of

autonomous mining equipment

2024

600

Industrial engineering

0.3

N/A

Phynova

A life science company that develops and

commercialises natural healthcare products

2018

1,500

301

Pharmaceuticals &

biotechnology

0.2

5.3

LightwaveRF

A pioneer of the smart home technology sector

2017

2,616

279

Technology hardware

& equipment

0.1

9.9

Gama Aviation

Operator of privately owned passenger jet aircraﬅ

2010

760

231

Industrial

transportation

0.1

1.2

Saietta Group**

An engineering company specialising in propulsion

motors for a broad range of electric vehicles

2021

3,151

–

Automobiles & parts

–

1.8

British Honey Company (The)**

A UK based producer of spirits, honey and jams

2020

3,101

–

Beverages

–

16.6

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

Uvenco***

Operator of vending machines

2008

2,102

–

Food & drug retailers

–

1.8

Bonhill Group***

Media and events company focused 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

Crawshaw Group***

Yorkshire based chain of retail butchers

2007

1,538

–

Food & drug retailers

–

6.4

Syndicate Room Group

Investment company and crowd funding platform

2016

1,250

–

Financial services

–

3.8

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

–

27,579

43,766

22.0

TOTAL QUALIFYING INVESTMENTS

140,186

156,131

78.3

* Unicorn Asset Management Limited.

** In administration.

*** In liquidation.

Unicorn AIM VCT plc

Annual Report

2024

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*

NON-QUALIFYING INVESTMENTS

BlackRock Cash Fund Class D (Unit Trust)

2023

5,086

5,089

Unit Trust

2.5

N/A

Royal London Short-Term Money Market Fund Y

(OEIC)

2023

4,994

5,007

OEIC

2.5

N/A

Unicorn Ethical Fund (OEIC) Income

2016

4,483

3,956

OEIC

2.0

N/A

NON-QUALIFYING FULLY LISTED EQUITIES

Unilever

2024

2,945

3,628

Personal care, drug &

grocery stores

1.8

–

Primary Health Properties

2024

3,016

3,032

Real estate investment

trusts

1.5

0.2

1.4

Londonmetric Property

2024

3,030

2,967

Real estate investment

trusts

1.5

0.1

0.5

Diageo

2024

2,975

2,785

Beverages

1.4

–

Lloyds Banking Group

2018

3,010

2,598

Banks

1.3

–

Schroders

2024

2,998

2,530

Investment banking &

brokerage services

1.3

–

0.2

Babcock International

2017

3,006

1,569

Aerospace & defence

0.8

0.1

NON-QUALIFYING AIM QUOTED ENTITIES

Avingtrans

2004

868

1,173

Industrial engineering

0.6

5.9

The Property Franchise Group (formerly

Belvoir Group)

2015

319

920

Real estate investment

& services

0.5

2.4

Diales (formerly Driver Group)

2006

561

150

Industrial support

services

0.1

3.1

Dillistone Group

2006

722

108

Soﬅware & computer

services

–

7.8

NON-QUALIFYING UNQUOTED INVESTMENTS

Unlisted equities

205

–

TOTAL NON-QUALIFYING INVESTMENTS

38,218

35,512

17.8

TOTAL INVESTMENTS

178,405

191,643

96.1

Current assets

9,808

4.9

Current liabilities

(2,029)

(1.0)

NET ASSETS

199,422

100.0

* Unicorn Asset Management Limited.

Investment Portfolio Summary

(continued)

at 30 September 2024

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Unquoted Investments Summary

at 30 September 2024

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

40,306

20.2

Earnings multiple

31 Dec '23

37,032

9,907

13,344

nkoda Limited

1,283

0.7

Recent transaction

30 Sep '23

N/A

2,425

Heartstone Inns

766

0.4

Net asset value

31 Dec '23

9,692

14,640

Tribe Technology – Loan stock

600

0.3

Discounted cash ﬂow

N/A

Phynova

301

0.2

Earnings multiple

31 Dec '22

N/A

(3,661)

LightwaveRF

279

0.1

Recent transaction

31 Dec '23

N/A

12,477

Gama Aviation

231

0.1

Recent transaction

31 Dec '23

115,491

(16,248)

79,175

Saietta Group*

–

Full provision

31 Mar '23

2,103

(20,428)

29,189

British Honey Company (The)*

–

Full provision

31 Dec '21

7,957

(12,103)

810

Destiny Pharma*

–

Full provision

31 Dec '23

832

(6,446)

9,189

Uvenco**

–

Full provision

31 Dec '16

10,857

421

982

Bonhill Group**

–

Full provision

31 Dec '22

14,913

(6,271)

7,430

Trackwise Designs*

–

Full provision

31 Dec '21

8,011

(1,976)

24,451

Crawshaw Group**

–

Full provision

28 Jan '18

44,559

(13,521)

10,366

Syndicate Room Group

–

Full provision

31 Dec '23

718

(327)

683

Kellan Group

–

Full provision

31 Dec '22

24,341

1,013

3,337

Miroma Holdings

–

Full provision

30 Jun '23

255,640

1,373

37,850

The valuations of the unquoted portfolio are reviewed quarterly as discussed on pages 54 and 55.

* In administration.

** In liquidation.

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Financial and Performance Review

for the year ended 30 September 2024

Net Assets

As at 30 September 2024, the audited net assets of the Company

were £199.4 million, compared to £211.9 million on 1 October

2023. The decline in total net assets was primarily due to the

distribution of dividends to Shareholders. This was partially oﬀset

by the support received from new and existing Shareholders

under the Oﬀer for Subscription, which raised £19.5 million net of

costs and the reinvestment in the DRIS.

Performance during the year

As at 30 September 2024, the audited NAV of the Company

was 104.7 pence per share, having fallen by 17.9 pence from

122.6 pence per share at the start of the ﬁnancial year under

review, compared with a fall of 12.2 pence per share in the

year ended 30 September 2023. Aﬅer adding back dividends

of 18.2 pence per share paid in the year, the total return to

Shareholders increased by 0.4 pence or 0.3% compared with a

decrease of 5.7 pence or 4.3% in the previous year. In comparison,

the total return from the FTSE AIM All-Share Total Return Index

was an increase of 3.9% over the year to 30 September 2024

(2023: 8.3% decline).

At the ﬁnancial year end, there were 79 active VCT qualifying

and 10 non-qualifying investments held in the portfolio. These

investments are spread across 27 diﬀerent sectors.

In the year to 30 September 2024, a total of £85.3 million was

realised through the sale of investments (including transfers from

money market funds of £39.5 million), approximately £66.9 million

was deployed in new investments (including transfers in to money

market funds of £37.5 million) and approximately £32.0 million

was paid out as dividends to Shareholders. A further £4.7 million

was spent on the operating costs of the Company and £4.9 million

on share buybacks.

Share Issues and Buybacks

The Company raised £19.5 million (aﬅer costs) through an Oﬀer for Subscription and issued 18,692,025 shares at prices ranging from

106.97 pence to 110.38 pence per share depending on initial commissions paid by investors to their advisers. Full details are given in Note

13 on page 78.

In addition, the Company allotted 4,074,070 shares under the Dividend Reinvestment Scheme ("DRIS") at an average price of

107.16 pence per share.

During the year a total of 5,205,225 (2023: 3,398,754) shares representing 3% of the opening share capital, were bought back for

cancellation, at an average price of 93.86 pence per share (including costs), for a total cost of £4.9 million (2023: £3.8 million). Details are

shown below:

Date

Number of

Price per share

pence

Discount to NAV

Total cost

£'000

15 March 2024

2,190,947

92.0

11.8

2,026

17 June 2024

1,689,372

95.5

11.3

1,621

15 August 2024

834,951

93.0

11.4

780

17 September 2024

489,955

93.0

10.8

458

5,205,225

4,885

Total Return

The Company generates returns and losses from both capital

growth and dividend income. For the year ended 30 September

2024, the total gain was £0.6 million (2023: loss £10.6 million),

of which there was a £0.5 million loss (2023: £11.1 million loss)

from capital and a £1.1 million gain (2023: £0.5 million gain) from

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

Statement on page 65. The Company’s allocation of expenses is

described in Note 1 (g) on page 71.

The total net gains per share were 0.3p (2023: losses 6.2p). The

total net gains per share were made up of 0.3p loss from capital

and 0.6p gain from revenue.

Revenue Return

The income of £2.9 million (2023: £2.3 million) represents

dividend income derived from the Company’s investments and

interest on cash balances.

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Financial and Performance Review

(continued)

for the year ended 30 September 2024

Capital Return

the year end

the

investment

portfolio was valued at

£191.6 million (2023: £207.5 million). The investment portfolio

delivered realised gains on disposals of £5.7 million (2023:

£1.0 million) and unrealised valuation losses on investment

of £3.3 million (2023: £9.0 million). The valuation basis of

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

pages 69 and 70.

Ongoing Charges and Running Costs

The Ongoing Charges of the Company for the ﬁnancial year under

review was 2.3% (2023: 2.2%) of average net assets, which remains

below the cap of 2.75%.

The total expenses amounted to £4.7 million (2023: £4.9 million)

and include investment management fees of £3.9 million (2023:

£4.2 million), Directors' fees of £0.1 million (2023: £0.1 million),

administrative service fees of £0.2 million (2023: £0.2 million)

and other third party service providers' fees of £0.2 million (2023:

£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 72, 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 73.

Further information in respect of the Company’s performance can

be found in the Financial Highlights on page 1.

Cash and Cash Equivalents

During the year the Company increased its cash balances

through the Oﬀer for Subscription and the sale of investments.

This was oﬀset by the purchase of investments, the payment

of running costs, share buybacks and dividends and at the

year end the cash balance had decreased to £4.4 million

(2023: £5.4 million). In addition, £10.1 million (2023: £12.1 million)

was held in money market funds.

Movement in net assets for the year ended 30 September 2024

Gains on

disposal of

investments

Movement in

investment

holding gains

Total

income

Total

expenses

£’000

buybacks

Share issues

(incl. DRIS)

Dividends

paid

Net assets at

30 September

2023

Net assets at

30 September

2024

Increase

Decrease

Total

175,000

200,000

250,000

150,000

225,000

5,689

(3,267)

2,910

(4,707)

(4,885)

211,856

199,422

23,823

(31,997)

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

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 & cumulative 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 increased

by 0.3 pence during the year

ended 30 September 2024 and

at that date totalled 78.7 pence

NAV per share decreased by

17.9 pence to 104.7 pence

during the year ended

30 September 2024

2020

2021

2022

2023

2024

178.6

248.6

134.8

122.6

104.7

34.5

41.0

47.5

93.0

99.5

6.5

45.5

†

6.5

18.2

‡

* The cumulative total Shareholder return since 30 September 2014, when the NAV per share was 143.7 pence, has been 78.7 pence representing the cumulative dividends paid

of 117.7 pence less a decrease in NAV per share of 39.0 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.

Earnings per share*

The earnings per share for the year ended 30 September 2024, 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

2024

-40

-60

2020

2021

2022

2023

-0.3

+0.6

+34.7

-0.1

+75.4

-0.4

-67.1

-0.2

+0.3

-6.5

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

The results underperformed the FTSE AIM Total Return Index, are disappointing and arise directly from falls in valuations during the year. The

Board keeps under review, but sees no reason to change the investment strategy.

Key Performance Indicators

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

10 year annual and cumulative total return

Annual

Cumulative*

-20

Percentage Total Return

as at 30 September

120

100

-40

2024

2023

2022

2021

2020

-4.3

54.6

20.3

-27.5

106.1

58.5

42.8

0.2

54.8

52.8

* The cumulative total return is based on the total return in the ten year period since 30 September 2014 when the NAV was 143.7 pence.

5 Year NAV and share price comparison

240

220

NAV

Share Price

Pence per share

September

2023

200

180

160

120

260

September

2021

September

2020

September

2019

September

2024

September

2022

March

2021

March

2020

March

2024

March

2023

March

2022

140

100

Key Performance Indicators

(continued)

Unicorn AIM VCT plc

Annual Report

2024

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 90.

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

(ﬁve

with eﬀect from 2 October 2024). 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 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 Mellon

Broker

Panmure Liberum Limited

Investee Companies

Predominantly AIM Quoted.

Display characteristics set out

in Investment Policy.

OPERATIONS

OUTSOURCED

INFORMATION

VCT Tax Adviser

PricewaterhouseCoopers LLP

Unicorn AIM VCT plc

Annual Report

2024

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, or is in excess of the 80% VCT

qualiﬁcation threshold for accounting periods commencing

aﬅer 6 April 2019 (previously 70%), 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

date

the

Company

has

operated

without

recourse

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 43

under "AIFMD".

Investment Objective

The Company’s investment objective is to provide Shareholders

with an attractive return from a diversiﬁed portfolio of investments,

predominantly

the

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 (previously

70%) of the Company’s total assets are to be invested in qualifying

investments of which 70% by VCT value (30% in respect of

investments made before 6 April 2018 from funds raised before

6 April 2011) 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

2024

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 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 87.

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, help modestly to enhance NAV per

share for continuing Shareholders.

Implementing share buybacks on a regular basis helps to

control 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 pages 22 and 78. At the ﬁnancial year end, the

Company’s shares were quoted at a mid price of 93.5 pence per

share representing a discount to NAV per share of 10.7%.

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

2024

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, 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

those 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

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. The Investment

Manager presents a summary of the Company’s performance

for the year under review and the current composition of the

portfolio, and the Board invites a representative of one of the

investee companies to provide an update to the meeting oﬀering

Shareholders an insight into their business.

To complement the Shareholders attending in person, the

Company oﬀered non-attending Shareholders the ability to

view the meeting held on 7 February 2024, on Zoom, and to put

questions to the Investment Manager and the Board.

Section 172(1) Statement

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

As reported on pages 43 and 44, it is intended to hold the AGM

on 12 February 2025 and invite Shareholders to attend and meet

the Board and Investment Manager. The Company will again seek

to provide an online broadcast of the AGM and the Manager’s

presentations to allow Shareholders unable to attend in person an

opportunity to listen to the meeting. Questions may be submitted

ahead of the day and it is anticipated that questions can be put to

the Investment Manager and Directors.

To assist Shareholders who might not wish to attend in person,

voting at the AGM will be on a poll, including all proxy votes cast,

therefore all Shareholders are encouraged to submit their proxy

votes in accordance with the Notice of Annual General Meeting on

pages 92 to 96 of this report. To ensure that all Shareholders can

ask questions of the Board you are invited to submit these by email

ahead of the meeting.

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 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. Charlotta Ginman is its Senior Independent

Director ("SID"). Should Shareholders wish to contact the

Board they should initially contact the Company Secretary. If

Shareholders have concerns which have failed to be resolved

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.

Section 172(1) Statement

(continued)

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

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.

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 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 few 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 developed its Environmental, Social and Governance

("ESG") processes signing up to the UN Principles of Responsible

Investing ("UNPRI") and the Net Zero Manager's Initiative. This

has resulted in deﬁning certain ‘no-go sectors’, setting-up an ESG

questionnaire for new investments and reviewing the practices

of existing portfolio companies. The work undertaken on ESG is

described on page 32.

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 State Aid regulations. Having

considered a fundraising the Company announced a £15 million

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

2024. 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 8 February 2024, the oﬀer was closed, fully

subscribed, on 15 February 2024. Following further discussions,

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

in the current tax year.

Dividends

A special interim dividend of 11.7 pence per share was paid to

Shareholders on 14 February 2024 following the successful

acquisition of Abcam by Danaher Corporation. In addition, the

Company continued with the payment of an interim dividend

and a proposed ﬁnal dividend payment of 3.5 pence will be

made on 21 February 2025 to Shareholders on the register as at

3 January 2025.

In addition, the Board has declared a special dividend of

6.0 pence per share following the sale of Mattioli Woods and

Keywords Studios. This special dividend will be paid alongside

the ﬁnal dividend on 21 February 2025.

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 a prospectus for the issue of new shares.

Section 172(1) Statement

(continued)

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Environmental, Social and Governance ("ESG") Report

for the year ended 30 September 2024

The Board continues to support the Investment Manager's

approach to ESG. The Board and the Investment Manager

remain

committed

advancing

ESG

integration

and

consideration within its investment process. The Investment

Manager continues to develop this area, allocating increased

resources to support further development. The Investment

Manager's ESG team has expanded to include a Head of

Sustainability, an ESG Risk Executive, and an ESG Associate, all

operating under the oversight of the ESG Committee. Unicorn

Asset Management continues to be a signatory to the United

Nations Principles for Responsible Investment and the Net Zero

Asset Managers Initiative.

The Investment Manager continues to prioritise the following areas

when engaging with VCT companies: improving transparency

and completeness of sustainability and climate related disclosure

in annual reporting and supporting companies’ development

towards more reﬁned net zero alignment and climate risk

management considerations. The Investment Manager reported

18 strategic ESG engagements with investee companies over the

period. The Investment Manager remains mindful that while many

of the portfolio companies are not required to report on emissions,

there has been continued emphasis to formalise targets wherever

feasible. The Investment Manager has been encouraged by

investee companies within the Company's portfolio continuing

to remain open and supportive of engagement regarding ESG

matters. Around 37% of investee companies (with a market value

greater than £1 million) have now made a formal commitment

towards net zero alignment.

The Investment Manager continues to see opportunities to

allocate capital to innovative, early-stage businesses, which

have commercial models aligned with environmental, social and/

or governance themes. Recent examples include Incanthera and

Equipmake Holdings. Incanthera is a UK-based dermatology and

oncology company focused on developing innovative therapies

for autoimmune diseases. The Company's mission focuses on

improving patient lives and reducing healthcare costs. Through

successful drug development, there is greater potential to

reduce the long-term healthcare costs associated with managing

autoimmune diseases. Equipmake is a British engineering and

manufacturing company which specialises in electric drivetrain

systems

for

commercial

vehicles.

Equipmake

focuses

developing innovative and eﬃcient electric drivetrain systems,

including motors, inverters, and battery packs. Their solutions are

designed to meet the growing demand for electric commercial

vehicles and support the transition to a more sustainable

transportation sector.

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 2024, the Investment Manager voted

on a total of 951 Resolutions, and voted against Management on

Resolutions proposed on 46 separate occasions, representing

5% of total voting activity in the period. The Resolutions that the

Investment Manager actively decided to oppose were mainly

around Corporate Governance, with particular focus on director

election and remuneration. In the interests of transparency, the

Investment Manager has chosen to publish its voting history on

the Unicorn Asset Management website.

Unicorn AIM VCT plc

Annual Report

2024

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 80 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. Balance sheet reconciliations, asset valuations and VCT qualiﬁcation being examples of such reviews.

Two additional initiatives have been worked on this year in relation to risk.

•

Firstly, the Audit Committee has further developed its scenario planning in order to greater understand our vulnerability to

a combination of adverse events and the necessity for further mitigating actions.

•

Secondly, we have been documenting for the ﬁrst time our 'risk appetite' in relation to each of our 7 key risks in order to guide

both our service providers and our own actions. We have categorised our appetite as either Low, Medium or High and the current

position is detailed below.

Risk

Appetite

Risk

Possible consequence

How the Board

monitors

and mitigates risk

Movement

in risk during

the year

Investment

– High

Strategy

– Low but

rising

1. Investment

and strategic

risk

•

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.

Low

2. Regulatory

and tax risk

•

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.

•

PricewaterhouseCoopers

LLP

has

been

retained by the Board to undertake a bi-

annual independent VCT status monitoring

role.

Low

3. Operational

risk

•

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 on a monthly basis.

•

The Board discusses succession planning

with its key service providers.

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Principal and Emerging Risks

(continued)

Risk

Appetite

Risk

Possible consequence

How the Board

monitors

and mitigates risk

Movement

in risk during

the year

Low

4. Fraud,

dishonesty and

cyber risks

•

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.

Low

5. Financial

Instrument risks

•

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 80 to 85.

High

6. Economic

and political

risks

•

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.

•

Labour and material shortages may aﬀect the

value of the Company's investments.

•

Russia's invasion of 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.

High

7. Black Swan

events

•

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

2024

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 indicated his intention to

step down at the AGM in 2025. The Board engaged an external

recruitment agency with a view to making an appointment.

During this process the Board undertook an assessment of key

skills the suitable candidate should possess, furthermore, it was

agreed the process would also take account of Board diversity. On

2 October 2024, Julian Bartlett was appointed to the Board. The

Company will continue to look to refresh its Board and will take

into account regulatory guidance on diversity when making future

appointments.

Diversity

The Board is aware of the requirement of Listing Rule 9.8.6R and

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 (ﬁve from 2 October 2024) 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

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 32.

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 43.

Under the UK Corporate Governance Code there is a 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 procedures

in place to identify emerging risks and explain how they are

being managed or mitigated. The last review was performed

in November 2024.

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 March 2024 and under the DRIS in August 2024.

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

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: £19.1 million invested in non-

qualifying, fully listed shares which are readily realisable,

a further £14.1 million in daily dealing open ended funds,

and £4.4 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

2.3% 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 33 and 34 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 2.3% 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 and 1.5% of net assets in excess of

£200 million. In November 2021 the Company entered into an

agreement with the Investment Manager to reduce fees to 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 5.

For and on behalf of the Board

Tim Woodcock

Chair

5 December 2024

The Regulatory Environment

(continued)

Unicorn AIM VCT plc

Annual Report

2024

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 2024:

5 years, 3 months

Last elected to the Board:

7 February 2024

Committee memberships:

Audit Committee

Remuneration 2023/2024:

£37,500

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 also

sits on the board of JPMorgan Indian Investment Trust PLC.

Rationale for re-election:

Charlotta has recent and relevant ﬁnancial expertise with

strong

accounting

background

which

enables

her

add depth to discussions around the Company’s Financial

Statements, comparisons to both peers and industry trends as

well as being up to date on relevant governance issues.

Length of service as at 30 September 2024:

8 years, 3 months

Last elected to the Board:

7 February 2024

Committee memberships:

Audit Committee

Remuneration 2023/2024:

£33,500

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

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Board of Directors

(continued)

Jeremy Hamer

Status: Independent, non-

executive Director

Chair of the Audit

Committee

Skills and experience:

Jeremy qualiﬁed as a Chartered Accountant and went into

industry aﬅer 3 years abroad with Coopers and Lybrand. Initially

in ﬁnance roles he moved into general management leading a

signiﬁcant turnaround for a private food group. Aﬅer a 5-year

stint in venture capital he became a plural NXD on a number of

AIM company Boards as well developing a business coaching

practice. Today he continues to coach.

Other appointments:

None

Rationale for re-election:

Jeremy is not seeking re-election at the forthcoming AGM.

Length of service as at 30 September 2024:

14 years, 6 months

Last re-elected to the Board:

7 February 2024

Committee memberships:

Audit Committee (Chair)

Remuneration 2023/2024:

£36,000

Relevant relationships with the Investment Manager or other

service providers:

None

Relevant relationships with investee companies:

Shareholder of Pulsar Group plc

Shared directorships with other Directors:

None

Other public company directorships (not disclosed above):

None

Shareholding in the Company:

30,202 Ordinary shares

Josephine Tubbs

Status: Independent non-

executive Director

Skills and experience:

Josephine Tubbs is an independent non-executive director,

ﬁnancial

consultancy

co-founder

and

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 hedge 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 2024:

2 years, 4 months

Last elected to the Board:

7 February 2024

Committee memberships:

Audit Committee

Remuneration 2023/2024:

£30,500

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:

17,811 Ordinary shares

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Board of Directors

(continued)

Julian Bartlett

(appointed 2 October 2024)

Status: Independent non-

executive Director

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 specialised in ﬁnancial services throughout his career with

a focus on investment management. He was formerly a non-

executive Director of FFI Holdings plc from August 2017 until it

ceased trading on AIM in August 2019. Julian is a Fellow of the

Institute of Chartered Accountants in England and Wales.

Other appointments:

Julian is the Chair of Invesco Fund Managers Limited, a Director

of Invesco Pensions Limited, Audit Committee Chair and

Director of Triple Point Venture VCT Plc and a Director of Lindsell

Train Limited.

Rationale for 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 non-

executive director of investment ﬁrms.

Length of service as at 30 September 2024:

0 years

Last re-elected to the Board:

N/A

Committee memberships:

None

Remuneration 2023/2024:

£nil

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:

Nil Ordinary shares

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Anam Ajani CFA

Investment & ESG Associate

Chris Hutchinson

Director and Portfolio

Manager

Anam joined Unicorn in 2022 and works closely with the

investment team on the OEIC, AIM VCT, AIM IHT and Managed

Accounts, providing research and analysis across the UK equity

market. Anam holds an MSc in Finance and Accounting from

Imperial College Business School, and was previously a Senior

Analyst with J.P. Morgan Chase & Co.

Chris has been covering UK Equity Investments since 1998

with a particular focus on small and mid-sized businesses. He

collaborates with the investment team across Unicorn AIM VCT,

Unicorn AIM IHT Service and Managed Accounts. Chris joined

Unicorn in 2005 and is also co-manager of Unicorn Outstanding

British Companies Fund.

Cordelia Tahany

Head of Sustainability &

Senior Investment Analyst

Fraser Mackersie

Portfolio Manager

Cordelia joined the team in 2022 having previously worked as

an Investment Banking Analyst at J.P. Morgan. A holder of the

CFA Level 4 certiﬁcate in ESG Investing, Cordelia leads Unicorn’s

ESG function, working as part of the investment team across the

OEIC, AIM VCT, IHT Portfolios and Managed Accounts. Cordelia

is a CFA Level II Candidate and graduated from London School

of Economics & Political Science (LSE) with a BSc in Economic

History.

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.

Investment Management Team

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Max Ormiston CFA

Portfolio Manager

Simon Moon

Portfolio Manager

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.

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.

Paul Harwood

Non-Executive Director

Paul brings a wealth of knowledge in his capacity as a Non-

Executive Director with over 40 years’ investment experience.

Paul has held positions at Phillips & Drew, Richards Longstaﬀ

and Mercury Asset Management/Merrill Lynch, where he was a

Director, Joint Head of the European Equity Investment team and

latterly the Head of the UK Smaller Companies Team.

Investment Management Team

(continued)

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Directors’ Report

The Directors present the twenty-third Annual Report and

Audited Financial Statements of the Company for the year ended

30 September 2024 (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

Throughout the year the Board consisted of four Directors, and

following the appointment of Julian Bartlett on 2 October 2024,

the Board consisted of ﬁve Directors. All of the Directors are non-

executive and are independent of the Investment Manager. The

biographies of the Directors are shown on pages 37 to 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, Charlotta Ginman and

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

the forthcoming AGM on 12 February 2025. Julian Bartlett will be

subject to election, this being the ﬁrst AGM since his appointment.

Jeremy Hamer will not be seeking re-election.

Dividends

As stated in the Chair's Statement on page 4, a special dividend

of 11.7 pence per share, was paid to Shareholders on 14 February

2024 following the successful acquisition of Abcam by Danaher

Corporation. In addition, an interim dividend of 3.0 pence per

share was paid on 13 August 2024.

Details of the proposed ﬁnal dividend and the special dividend are

set out in the Chair's Statement on page 4.

Share Capital

At the year-end there were 190,437,026 (2023: 172,876,156) 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 on page 22 and in Note 13 on page 78. No shares have been

bought back subsequent to the year end, therefore, at the date of

this report, the Company had 190,437,026 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 of 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 80 to 85.

The business model and strategy is included in the Strategic

Report on pages 26 and 27.

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 Funds Manager’s Directive (“AIFMD”)

The Company 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).

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

the

Company

becomes

“leveraged”

deﬁned

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 material

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 5.

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 2024, the Company held

cash balances of £4.4 million, £19.1 million in fully listed stocks and

£14.1 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. 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 4 December 2024, the Company had not been notiﬁed of

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

Post balance sheet events

On 23 October 2024, EQT completed its acquisition of Keyword

Studios plc at a price of 2,450 pence per share. The Company

received proceeds of £6.0 million on 6 November 2024.

On 27 November 2024, the Company announced an Oﬀer for

Subscription as detailed in the Chair's Statement on page 4.

On 29 November 2024, the Company announced that, following

the completion of the acquisition of Mattioli Woods and Keywords

Studios, and the receipt by the Company of its share of the

proceeds a special dividend of 6.0 pence per share will be paid to

Shareholders on 21 February 2025.

Annual General Meeting (“AGM”) format for this year

Details of the AGM, to be held on 12 February 2025, are below and

the Notice of Meeting is on pages 92 to 96. The Company intends

to hold an open meeting to which Shareholders can attend in

person if they wish.

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 92 to 96 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 of Meeting. The

Board encourages all Shareholders to vote on the resolutions

within the Notice as set out on pages 92 to 96 using the proxy

form, or electronically at https://unicorn.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

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 5 February 2025.

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 to 13 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

Directors’ Report

(continued)

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

oﬀers should the Directors consider raising further funds to be

in the best interests of the Company. Resolution 13 will permit

the Company to apply to the Court to cancel the Share premium

account and Capital redemption reserve and increase the Special

reserve for use as set out in note 1f(iii) on page 70. 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 94 to 96.

Ordinary Business at the Annual General Meeting

Appointment of Auditors

Resolution 3 proposes the re-appointment of Johnston Carmichael

LLP as the Company’s External Auditor for the forthcoming year

and the authority proposed under resolution 4 will authorise the

Directors to determine the Auditor’s remuneration.

Re-election of Directors

Resolutions 5 to 8 will be proposed to re-elect Tim Woodcock,

Charlotta Ginman and Josephine Tubbs as Directors of the

Company, and to elect Julian Bartlett who will be seeking election,

this being his ﬁrst AGM since his appointment on 2 October 2024.

The Board currently consists of ﬁve Directors, but as stated on

page 42

Jeremy Hamer will not be seeking re-election and will

therefore retire from the Board aﬅer the AGM. 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 and election. A summary of the Directors' skills and

experience is given in their biographies on pages 37 to 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 £761,748 representing 40% 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 2026.

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, £380,874 representing 20% of the issued

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

oﬀer(s) for subscription;

with an aggregate of up to 10% 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, 10% 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 2026.

Authority for the Company to purchase its own shares

Resolution 12 authorises the Company to purchase up to

28,546,510 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 2026.

At the Annual General Meeting held on 7 February 2024,

Shareholders gave authority for the Company to buy back a

total of 14.99% or 25,914,136 of its own shares. The Company has

since repurchased and cancelled 5,205,225 shares and therefore

has remaining authority to repurchase 20,708,911 shares which

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

2025.

Cancellation

premium

account

and

Capital

redemption reserve

Resolution 13 authorises the Company to apply to the court to

cancel the Share premium account and Capital redemption

reserve and increase the distributable Special reserve.

By order of the Board

ISCA Administration Services Limited

Company Secretary

5 December 2024

Directors’ Report

(continued)

Unicorn AIM VCT plc

Annual Report

2024

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 48) 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 12 February 2025, 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 58 to 64. Shareholders are encouraged

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 2024, 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 2024,

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 7 February 2024, the

following votes were cast on the Poll voting on the Remuneration

Report:

Number of votes

% of votes cast

For

6,978,888

94.43

Against

411,799

5.57

Total votes cast

7,390,687

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 resolution 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 2024

30 September 2023

Director

% of

capital

% of

capital

Tim Woodcock

114,447

0.06

67,707

0.04

Charlotta Ginman

39,198

0.02

39,198

0.02

Jeremy Hamer

30,202

0.02

30,202

0.02

Josephine Tubbs

17,811

0.01

15,175

0.01

There have been no changes in the Directors’ interests since

30 September 2024. No options over the share capital of the

Company have been granted to the Directors.

Julian Bartlett was appointed on 2 October 2024 and has no

shares in the Company.

Details of the Directors’ remuneration are disclosed below and in

Note 5 on page 73.

Directors’ Remuneration Report

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

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.

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 2024 and the preceding

four ﬁnancial years.

There were no share buy-backs for Treasury.

Year ended 30 September

2024

2023

2022

2021

2020

Change

Total remuneration

(0.9)

137,500

4.9

138,693

11.7

132,169

(8.8)

118,300

129,751

Dividends paid (Note 7)

192.4

32,005,000

(84.7) 10,945,000

650.2

71,701,000

6.5

9,557,000

8,974,000

Directors’ emoluments (audited information)

The total emoluments in respect of qualifying services of each person who served as a Director during the year 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 Jeremy Hamer are entitled to a higher fee due to their roles as Chair, Senior Independent

Director and Audit Committee Chair, respectively.

Year ended 30 September

2024

2023

2022

2021

2020

Change

Tim Woodcock (Chair)

6.4

37,500

4.4

35,250

3.2

33,750

12.6

32,700

29,042

Charlotta Ginman*

(Senior Independent Director)

10.3

33,500

11.5

30,375

4.0

27,250

2.2

26,200

25,625

Jeremy Hamer

(Audit Committee Chair)

8.3

36,000

4.7

33,250

3.4

31,750

5.9

30,700

29,000

Josephine Tubbs**

(Independent Director)

6.1

30,500

197.3

28,750

N/A

9,669

N/A

–

Jocelin Harris***

N/A

–

(62.8)

11,068

3.7

29,750

1.8

28,700

28,188

Peter Dicks****

N/A

–

N/A

–

N/A

–

N/A

–

17,896

137,500

138,693

132,169

118,300

129,751

Expenses

†

1,540

915

–

160

139,040

139,608

132,169

118,300

129,911

* Appointed as Senior Independent Director from 7 February 2023.

** Appointed 24 May 2022.

*** Retired 7 February 2023.

**** Retired 18 May 2020.

†

These travel and other expenses are not considered taxable.

Directors’ Remuneration Report

(continued)

Unicorn AIM VCT plc

Annual Report

2024

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 2014 (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

Total cumulative annual Shareholder return since the merger 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

240

140

30 Sep

2022

30 Sep

2016

30 Sep

2023

30 Sep

2014

30 Sep

2015

30 Sep

2017

30 Sep

2018

30 Sep

2019

30 Sep

2020

30 Sep

2021

260

30 Sep

2024

An explanation of the performance of the Company is given in the Strategic Report on pages 2 to 36.

Directors’ Remuneration Report

(continued)

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

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.

A resolution approving the Remuneration Policy was passed at the

Annual General Meeting in January 2023 and will remain valid until

the Annual General Meeting in 2026.

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. This approach to remuneration would also be

used when recruiting any new directors. 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 2025.

Role

2025

2024*

Increase

Non-executive Director basic fee

31,750

30,500

4.1

Additional fees

– Chair

8,000

7,000

14.3

– Chair of Audit Committee

5,500

–

– Senior Independent Director

3,000

–

* 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 2024 to the amounts

shown above, an increase of 4.1% 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

5 December 2024

Directors’ Remuneration Report

(continued)

Unicorn AIM VCT plc

Annual Report

2024

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 2024. The AIC Code

addresses the principles and provisions set out in the 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 as outlined above, 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 will be 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 PwC, 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

Throughout the year the Board consisted of four non-executive

Directors. On 2 October 2024, Julian Bartlett was appointed to

the Board. Jeremy Hamer will retire from the Board at the AGM

on 12 February 2025. 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 37 to 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.

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. The Directors also held a strategy meeting during the

year, without the service providers attending.

Director

Board

Audit Committee

Tim Woodcock

4/4

Charlotta Ginman

4/4

Jeremy Hamer

4/4

Josephine Tubbs

4/4

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

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. 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.

Jeremy Hamer has served longer than nine years, however, the

Board considers that he remained independent of the Investment

Manager and continued to oﬀer independent, professional

judgement and constructive challenge to the Investment Manager.

Jeremy will step down from the Board at the AGM on 12 February

2025. In accordance with the AIC Code, all Directors will oﬀer

themselves for re-election annually or election at their ﬁrst AGM.

The Board's succession planning is discussed on page 35.

Director

Date of

appointment

Tim Woodcock

10 June 2019

Charlotta Ginman

14 July 2016

Jeremy Hamer

9 March 2010

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. The

Directors' shareholdings in the Company's investee companies

are shown on pages 37 to 39.

The Directors who were independent of each potential conﬂict

noted above, 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.

The

above

potential

conﬂicts,

along

with

other

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.

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 at their strategy day. 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.

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/ﬁve non-

executive directors there is reduced scope to fully comply with the

requirements.

Corporate Governance Statement

(continued)

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

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. Subsequent to the year end, Julian Bartlett was

appointed to the Board, which amended the percentage of

women on the Board to 40% until the AGM on 12 February 2025

when, following the retirement from the Board of Jeremy Hamer,

the percentage will revert back to 50%.

Although not currently meeting the requirement that one

Director should be from an ethnic minority background, during

the recent recruitment process 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 37 to 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 2024, oﬃcers and employees of the Investment

Manager held 1,557, 866 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 5% 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 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

and the Investment Portfolio Summary on pages 13 to 21, the

Financial Highlights on page 1 and the Financial Performance

Review on pages 22 and 23. Details of the management fee

arrangements with the Investment Manager are set out in Note 3

to the accounts on pages 72 and 73. The Board and the Investment

Manager aim to operate in a co-operative and open manner while

the Board maintains its oversight obligations.

Corporate Governance Statement

(continued)

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

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 73.

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 and AIM 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 Committee 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

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.

The procedure for regular interim and full year reviews of control

systems has been in place and operational throughout the

year under review. The last formal annual review took place on

21 November 2024. The Board has identiﬁed no issues with the

Company’s internal control mechanisms that warrant disclosure

in the Annual Report.

Corporate Governance Statement

(continued)

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

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 42

and in Note 13 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 2025 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 page 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 at the AGM. For the 2025 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 as a whole approves the contents of 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

5 December 2024

Corporate Governance Statement

(continued)

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Audit Committee Report

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

I chair the Committee which comprises all members of the Board.

It is the Company’s policy to include all members of the Board on

the Committee to ensure clear communication and to enable all

Directors to be kept fully informed of any issues that may arise.

It should also be noted that 3 of the 4 of the Directors serving

during the year are qualiﬁed accountants. I attended a number

of audit brieﬁngs throughout the year with the Investment

Manager, Administrator, the Registrar and the External Auditor

as appropriate, on several key issues and reported back to the

Committee accordingly. The Board has satisﬁed itself that at least

one member of the Committee has recent and relevant ﬁnancial

experience in the sector in which the Company operates and that

the Committee has suﬃcient resources to undertake its duties. All

Board members are independent of the Investment Manager.

The Committee met four times this year in person and its

responsibilities are set out in its terms of reference, which are

reviewed annually and are available on the Company’s website

(www.unicornaimvct.co.uk)

can

requested

from

the

Company Secretary, who, along with the External Auditor, updates

the Committee with changes in relevant legislation. Quarterly

meetings are held face to face and supplementary meetings are

also held by telephone or other electronic means. Meetings are

minuted by the Company Secretary.

During the year under review, the Members of the Committee

have:

•

reviewed several iterations of the Company’s Annual

Report

and

Half-Yearly

Report

and

assessed

them

against the AIC Code and FRS 102 to ensure that relevant

disclosures have been included and to ensure that both

narrative and ﬁnancial ﬁgures reﬂect accurately the

position of the Company;

•

reviewed its terms of reference to ensure that they

are compliant with the best practice guidance issued by

the Institute of Chartered Secretaries and Administrators

on Audit Committees;

•

reviewed the External Auditor’s audit strategy for auditing

the Company’s Annual Report;

•

reviewed the eﬀectiveness of the external audit process

against speciﬁc criteria;

•

re-assessed all risks on a quarterly basis during the

year having signiﬁcantly upgraded the risk monitoring

processes last year – please refer to later in this report;

•

begun deﬁning the company's 'risk appetite' for each

identiﬁed risk category in order to more clearly guide

both service provider and our own actions in each area;

•

further developed its scenario planning in order to greater

understand the Company's vulnerability to a combination

of adverse events;

•

reviewed the internal controls of our service providers;

•

reviewed the capital adequacy of the Investment Manager;

•

reviewed

the

year’s

activities

with

the

Investment

Managers governance adviser who provides advice and

support in relation to FCA compliance;

•

reviewed the report produced by PwC biannually on the

Company’s compliance with the VCT status tests;

•

agreed the ownership of holdings to share certiﬁcates,

loan note agreements and independent custody reports;

•

reviewed the processes of the administrator;

•

reviewed unquoted valuations on a quarterly basis;

•

reviewed the cyber security of the Company and its

service providers; and

•

reviewed the Investment Manager’s developing approach

to ESG tracking and reporting, and its integration within

investment decisions

1. Financial Reporting

Financial Statements

The Committee has responsibility for reviewing the Financial

Statements and reporting to the Board on any signiﬁcant issues.

Any issues would be discussed with the External Auditor and

Administrator at the audit planning meeting prior to the year end

and at the completion of the audit of the Financial Statements. No

conﬂicts arose between the Committee and the External Auditor

in respect of their work during the year.

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 and AIM quoted

valuations are independently checked by the Administrator. The

IPEV valuation guidelines (updated in December 2022) require

the Investment Manager to update the valuation model for

each unquoted investment individually, with the latest available

information from the company itself and market data and to

update the valuations accordingly. All unquoted investments are

reviewed in a valuation meeting on a quarterly basis.

The Committee has reviewed the peer benchmarking, recent

transactions data and the particular importance of the discount

level to reﬂect the lack of liquidity in unquoted shares and, where

appropriate, recommended revised valuations to the Board. The

Committee paid particular attention to the methodology and

Audit Committee Report

(continued)

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

process for valuing these investments to ensure that the resulting

valuation was appropriate and in accordance with IPEV valuation

guidelines. The formal quarterly reviews are supplemented with

additional reviews should material new information become

available.

The Committee also discussed the controls in place over the

valuation of the quoted investments and the judgements made

when considering if any losses on investments held should be

treated as realised and considered that no further permanent

impairment was necessary, as detailed in note 9. The Investment

Manager actively tracks the liquidity of all AIM listed stocks taking

particular note of those where our holding would take 100 days

or more to dispose of. These stocks are then reviewed individually

by an internal committee to conﬁrm whether or not ‘bid price’

remains the appropriate valuation criteria.

The Committee recommended the investment valuations to the

Board for approval, which the Board accepted.

Revenue Recognition

The revenue generated from dividend income and loan stock

interest 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 review

undertaken by the Administrator to ensure that amounts received

are in line with expectations. Dividend income is recognised in

our revenue statement as soon as the payer declares itself ‘ex div.’

Completeness and control of expenditure

The Committee reviewed the process in place for managing the

Company’s expenditure. It noted that, in accordance with agreed

policy, all payments over £7,500 have been authorised by at least

one Director and any payments under this threshold have been

authorised by the Administrator.

Going Concern and Viability Statement

The Committee monitors the Company’s resources at each of its

quarterly meetings to assess whether the Company has adequate

ﬁnancial resources to remain in operation. This includes a review

of both cash balances and readily realisable investments. Prior to

the release of the Half-Yearly and Annual Reports the Committee

reviews a 5 year cash ﬂow forecast. The Committee is satisﬁed

both as to the Company being a going concern for the next 12

months and to its viability over the longer term.

2. Internal Controls and Risk Management

Key internal controls

The key internal controls document is reviewed by the Committee

at least annually. The Committee considers the implication of the

risks to each stakeholder group, the relevant controls in place and

the level of impact each risk has on the Company. In addition to

the Financial Statements the Committee receives a quarterly risk

summary from the Company Secretary and reviews this for any

issues or changes in the level of risk in the period, changes to the

risks and any improvements in the mitigation activities.

On each occasion that we have reviewed our risk register during

this year adjustments have been made although in terms of our

ratings there have been no changes in the last 12 months. It

should be noted that we have rated our ‘economic and political’

risk category on the highest level for well over 12 months now

and remain very concerned both about global and local political

decisions ahead of us.

Compliance with VCT Tests (Tax Compliance)

The Company has retained PwC to advise on an ongoing basis

its compliance with the legislative requirements relating to VCTs.

PwC reviews new investment proposals as appropriate and carries

out biannual reviews of the Company’s investment portfolio

from a VCT regulation perspective, presenting their ﬁndings

at a meeting. The Committee is very aware of the importance

of compliance in this context.

PwC provide a Report to the Committee at the meetings covering

the Half-Yearly and Annual Reports where the Committee will ask

questions, discuss and approve the report in advance of releasing

the results.

Compliance, whistleblowing and fraud

During the year, the Committee received no reports from

the

Investment

Manager

regarding

money

laundering,

whistleblowing or fraud impacting the Company. This was also

conﬁrmed by the Registrar.

The Committee Chair has spoken to the Investment Manager’s

external

compliance

adviser

during

the

year

discuss

any compliance and governance concerns at the Investment

Manager. There were no issues to report.

Anti-Bribery Policy

The Company has maintained a zero-tolerance approach to

bribery. A summary of the anti-bribery policy can be found on

page 35 of this report and on the Company's website. A full copy

can be obtained from the Company Secretary by sending an email

to: unicornaimvct@iscaadmin.co.uk.

Cyber Security

The Committee has continued discussions with all service

providers

regarding

cyber

security.

Both

Unicorn

Asset

Management and ISCA continue to take advice and action to

reduce the likelihood of attack and data breach. Similarly, control

reports were received from the Registrar. This focus continues.

Audit Committee Report

(continued)

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

3. Audit

Internal Audit

The Committee

has

not

seen

the

need

introduce

independent internal audit other than the work done by the

Committee itself. The justiﬁcation for this decision is given in the

Corporate Governance Statement on page 49.

Relationship with the External Auditor

Johnston Carmichael LLP were appointed as auditor in February

2023 and are now reporting for the second time. As in their ﬁrst

year they attended the audit strategy Committee Meeting and the

Committee Meeting that considered the Annual Report.

The Committee has also undertaken a review of the audit plan

received from the external auditor and assessed the eﬀectiveness

of the audit process. When assessing the eﬀectiveness of the

process for the year under review, the Committee considered

whether the Auditor has:

•

demonstrated strong technical knowledge and a clear

understanding of the business;

•

indicated professional scepticism in key judgements,

particularly

around

unquoted

valuations,

and

raised any signiﬁcant issues in advance of the audit

process commencing;

•

ﬁelded an audit team that is appropriately resourced;

•

demonstrated a proactive approach to the audit planning

process, engaging with the Committee Chair and other

key individuals;

•

provided a clear explanation of the scope and strategy of

the audit;

•

an expectation of clear and prompt communication with

the members of the Committee, the Administrator and

the Investment Manager and produced comprehensive

reports on its ﬁndings;

•

the ability to meet timetables set by the Company;

•

maintained independence and objectivity; and

•

charged justiﬁable fees in light of the scope of services

provided.

Non-audit services

The Committee has reviewed the implications of the Financial

Reporting Council’s (FRC) Revised Ethical Reporting Standard

2019 and as a result has decided to contract other third-party

suppliers to carry out these duties. The External Auditor does not

undertake any non-audit services for the Company.

Role Change

Aﬅer 14 years as your Audit Chair I am stepping down at the AGM

in February 2025 passing the responsibility to Julian Bartlett who

was recently appointed to our Board.

Jeremy Hamer

Audit Committee Chair

5 December 2024

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 proﬁt 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

5 December 2024

Unicorn AIM VCT plc

Annual Report

2024

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 2024,

which comprise the Income Statement, the Statement of Financial

Position, the Statement of Changes in Equity, the Statement

of Cash Flows, and the related notes, 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 2024 and of its net proﬁt 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 “Company

Secretary,” and “Administrator”), The Bank of New York Mellon

(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

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.

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

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.

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 69 and 70 (Accounting Policies) and Note 9.

At 30 September 2024 the valuation of the unquoted

investment portfolio was £43.8 million.

As this is one of the largest components of the

Company’s Statement of Financial Position, and there

is a high degree of 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

property of the Company.

We have performed a walkthrough of the unquoted investment valuation

process to evaluate the design of the process and implementation of key

controls.

We obtained evidence of the valuation committee’s oversight of each

valuation and assessed whether they performed their review on a

regular basis free from bias, had the necessary skills and knowledge

to perform the review, reviewed and approved estimates based on the

data available, challenged the data, assumptions and estimates used in

the valuations and if any issues were identiﬁed, addressed and resolved

those issues.

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 sample of

unquoted investments, we:

assessed the degree to which the valuations were subject to estimation

uncertainty and the degree to which the selection and application of the

valuation method, assumptions and data were aﬀected by complexity

and subjectivity.

For certain investments we engaged our specialist corporate ﬁnance

team to review the appropriateness of certain judgements, such as

multiples and discounts.

Obtained an understanding of the sector for each investee company for

the period being audited, making enquiries of management.

Corroborated data used in the valuation models to available independent

sources, assessing if market conditions meet management’s expectations

and any forecasts used in the valuation models are suitable, consistent

and the data is relevant and reliable.

Reperformed the calculation of the valuation models to ensure

mathematical accuracy.

Assessed if any changes from the prior year valuation models were

appropriate and in line with IPEV guidelines.

Where appropriate, developed an auditor's point estimate or range.

We agreed the ownership to share certiﬁcates and loan notes/

agreements, and where available, to the independently obtained

custodian report.

We performed back-testing over investment disposals (proceeds vs

most recent valuation) to assess for evidence of potential management

bias in the valuation process.

From our completion of these procedures, we identiﬁed no material

misstatements in relation to the valuation and ownership of the

unquoted investments.

Independent Auditor’s Report

to the Members of Unicorn AIM VCT plc

(continued)

Unicorn AIM VCT plc

Annual Report

2024

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 quoted investments

As per pages 54 and 55 (Audit Committee Report),

pages 69 and 70 (Accounting Policies) and Note 9.

The valuation of the level 1, quoted investment

portfolio at 30 September 2024 was £133.8 million and

the valuation of the level 2 investment portfolio was

£14.1 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 proﬁt, 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 have performed a walkthrough of the valuation process for level

1 and level 2 investments to evaluate the design of the process and

implementation of key controls.

We have compared market prices applied to all level 1 and level 2

investments held at 30 September 2024 to an independent third-party

source and recalculated the investment valuations.

We have 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.

Revenue recognition, including allocation of special

dividends as revenue or capital returns

As per page 55 (Audit Committee Report), page 70

(Accounting Policies) and Note 2.

Investment income recognised for the year ended

30 September 2024 was £2.9 million consisting

primarily of dividend income from listed investments,

OEICs and money market funds.

Revenue-based performance metrics are oﬅen one of

the key performance indicators for stakeholders. The

income from investments received by the Company

during the year directly impacts these metrics and

the minimum dividend requirement to be paid by the

Company.

There is a risk that revenue is incomplete, did not occur

or is inaccurate through 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 fraud

or error.

Additionally,

there

further

risk

incorrect

allocation of special dividends as revenue or capital

returns as judgement is required in determining their

allocation within the Income Statement.

We have performed a walkthrough of the revenue recognition process to

evaluate the design of the process and implementation of key controls.

We have conﬁrmed that income is recognised and disclosed in

accordance with the AIC SORP by assessing the accounting policies.

We have recalculated 100% of dividends due from listed investments,

OEICs and money market funds to the Company based on investment

holdings

throughout

the

year

and

announcements

made

investee companies and agreed a sample of dividends received to bank

statements.

We inspected ﬁnancial information from a sample of unquoted

investments to determine whether the unquoted investment income

was complete.

We tested a sample of dividends received from unquoted investments

during the year and agreed their receipt to bank statements.

We assessed the completeness of the special dividend population with

reference to third party market data and determined whether special

dividends recognised were revenue or capital in nature with reference

to the underlying commercial circumstances of the investee companies’

dividend payment. 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.

Independent Auditor’s Report

to the Members of Unicorn AIM VCT plc

(continued)

Unicorn AIM VCT plc

Annual Report

2024

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.

£1.99 million

(2023: £2.12 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 any experience of

the audit that indicates a lower risk of material misstatements. Based on our judgements of

these factors we have set performance materiality at 75% (2023: 50%) of our overall ﬁnancial

statement materiality.

£1.50 million

(2023: £1.06 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 calculate 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 speciﬁc 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

(2023: £0.11 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

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

2024

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.

Independent Auditor’s Report

to the Members of Unicorn AIM VCT plc

(continued)

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

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

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 43;

•

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 page 36;

•

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 43;

•

the

Directors’

statement

fair,

balanced

and

understandable set out on page 57;

•

the Board’s conﬁrmation that it has carried out a robust

assessment of the emerging and principal risks set out on

page 33 and 34;

•

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 to 56.

Responsibilities of Directors

explained

fully

the

Directors’

responsibilities

statement set out on page 57, 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 of 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 and DTR rules;

•

the principles of the UK Corporate Governance Code

applied by the AIC Code of Corporate Governance (the

“AIC Code”);

Independent Auditor’s Report

to the Members of Unicorn AIM VCT plc

(continued)

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

•

industry practice represented by the Statement of

Recommended

Practice:

Financial

Statements

Investment Trust Companies and Venture Capital Trusts

(“the SORP”);

•

Financial Reporting Standard 102; 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

correspondence with regulatory bodies and board meeting

minutes.

We assessed the susceptibility of the 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 and ownership of unquoted investments.

Audit procedures performed in response to the risks relating to

the allocation of special dividends as revenue or capital returns

and the valuation and ownership of unquoted investments

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 work procedures over the risk of

management override of controls, including testing of

journal entries and other adjustments for appropriateness,

recalculating the investment management fee, evaluating

the business rationale of signiﬁcant transactions outside

the course of normal business and reviewing 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 described 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 two years, covering the years

ended 30 September 2023 to 30 September 2024.

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

5 December 2024

Independent Auditor’s Report

to the Members of Unicorn AIM VCT plc

(continued)

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Income Statement

for the year ended 30 September 2024

Year ended

30 September 2024

Year ended

30 September 2023

Notes

Revenue

£'000

Capital

£'000

Total

£'000

Revenue

£'000

Capital

£'000

Total

£'000

Net unrealised losses on investments

–

(3,267)

–

(8,975)

Net gains on realisation of investments

–

5,689

–

994

Income

2,910

–

2,910

2,312

–

2,312

Investment management fees

1g & 3

(980)

(2,940)

(3,920)

(1,048)

(3,144)

(4,192)

Other expenses

(787)

–

(787)

(725)

–

(725)

Proﬁt/(loss) on ordinary activities before

taxation

1,143

(518)

625

539

(11,125)

(10,586)

Tax on proﬁt/(loss) on ordinary activities

–

Proﬁt/(loss) on ordinary activities aﬅer

taxation for the ﬁnancial year

1,143

(518)

625

539

(11,125)

(10,586)

Basic and diluted earnings per share:

Ordinary shares

0.62p

(0.28)p

0.34p

0.32p

(6.55)p

(6.23)p

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 69 to 86 form part of these Financial Statements.

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Statement of Financial Position

as at 30 September 2024

Company number 04266437

30 September 2024

30 September 2023

Notes

£‘000

£'000

£‘000

£'000

Non-current assets

Investments at fair value

191,643

207,531

Current assets

Debtors

5,388

675

Cash and cash equivalents

4,420

5,357

9,808

6,032

Creditors: amounts falling due within one year

(2,029)

(1,707)

Net current assets

7,779

4,325

Net assets

199,422

211,856

Capital

Called up share capital

1,904

1,729

Capital redemption reserve

199

147

Share premium account

124,570

100,974

Capital reserve

26,582

56,883

Special reserve

24,027

39,040

Proﬁt and loss account

22,140

13,083

Equity Shareholders’ funds

199,422

211,856

Net asset value per Ordinary share:

Ordinary shares

104.72p

122.55p

The Financial Statements were approved and authorised for issue by the Board of Directors on 5 December 2024 and were signed on

their behalf by:

Tim Woodcock

Chair

The notes on pages 69 to 86 form part of these Financial Statements.

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Statement of Changes in Equity

for the year ended 30 September 2024

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 2023

1,729

147

100,974

56,883

39,040

13,083

211,856

Shares repurchased and cancelled

(see Note 13)

(52)

–

(4,885)

–

(4,885)

Shares issued under Oﬀer for Subscription

(see Note 13)

187

–

19,812

–

19,999

Expenses of shares issued under Oﬀer for

Subscription (see Note 14)

–

(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

At 1 October 2022

1,640

113

85,063

55,038

68,338

10,934

221,126

Shares repurchased and cancelled

(see Note 13)

(34)

–

(3,785)

–

(3,785)

Shares issued under Oﬀer for Subscription

(see Note 13)

111

–

14,885

–

14,996

Expenses of shares issued under Oﬀer for

Subscription (see Note 14)

–

(377)

–

(377)

Proceeds from DRIS share issues

–

1,438

–

1,450

Expenses of DRIS share issues

–

(35)

–

(35)

Transfer from special reserve***

–

(14,568)

14,568

–

Gains on disposal of investments (net of

transaction costs)

–

994

Realisation of previously unrealised

valuation movements****

–

10,820

–

(10,820)

–

Net decreases in unrealised valuations in

the year

–

(8,975)

–

(8,975)

Dividends paid (Note 7)

–

(10,945)

(10,933)

Investment Management fee charged to

capital

–

(3,144)

Revenue return for the year

–

539

At 30 September 2023

1,729

147

100,974

56,883

39,040

13,083

211,856

* 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.

** The proﬁt and loss account consists of the Revenue reserve of £1.0 million and the realised capital reserve of £21.1 million.

*** Transfer of realised losses in accordance with accounting policy f(iii) on page 70.

**** Transfer of previously unrealised valuation movements on investments sold in the year.

The notes on pages 69 to 86 form part of these Financial Statements.

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Statement of Cash Flows

for the year ended 30 September 2024

30 September 2024

30 September 2023

Notes

£‘000

£'000

£‘000

£'000

Operating activities

Investment income received

3,188

2,145

Investment management fees paid

(3,974)

(4,227)

Other cash payments

(883)

(766)

Net cash outﬂow from operating activities

(1,669)

(2,848)

Investing activities

Purchase of investments

(65,905)

(26,604)

Sale of investments

79,305

9,636

Net cash inﬂow/(outﬂow) from investing activities

13,400

(16,968)

Net cash inﬂow/(outﬂow) before ﬁnancing

11,731

(19,816)

Financing

Dividends paid

(27,641)

(9,483)

Unclaimed dividends returned

400

504

Shares issued under Oﬀer for Subscription (net of transaction costs)

19,496

14,619

Expenses of DRIS share issues

(38)

(35)

Shares repurchased for cancellation

(4,885)

(4,183)

Net cash (outﬂow)/inﬂow from ﬁnancing

(12,668)

1,422

Net decrease in cash and cash equivalents

(937)

(18,394)

Cash and cash equivalents at 30 September 2023

5,357

23,751

Cash and cash equivalents at 30 September 2024

4,420

5,357

The notes on pages 69 to 86 form part of these Financial Statements.

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Notes to the Financial Statements

for the year ended 30 September 2024

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 2024, the Company held cash balances of £4.4 million, £19.1 million in fully listed stocks and £14.1 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 at the Balance Sheet date.

•

Unquoted investments, including the Tribe Technology Loan Stock, 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

2024

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.

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 £1,054,000.

(iv)

Capital redemption reserve

Represents the nominal value of the shares purchased and cancelled.

(v)

Share premium account

Represents the amount received in excess of nominal value on the issue of shares.

(vi) Share capital

Represents the nominal value of the shares issued.

Notes to the Financial Statements

(continued)

for the year ended 30 September 2024

Unicorn AIM VCT plc

Annual Report

2024

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, £147.8 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, £43.8 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 80 to 85.

Significant estimates are not used in valuing the Company’s other net current assets and liabilities, £7.8 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 76.

Notes to the Financial Statements

(continued)

for the year ended 30 September 2024

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

2. Income

2024

2023

Revenue

£'000

Capital

£'000

Total

£'000

Revenue

£'000

Capital

£'000

Total

£'000

Income from investments

– equities

1,830

–

1,830

1,590

–

1,590

– loan stocks

–

148

–

148

– bank interest

–

115

–

115

– Unicorn managed OEIC

(including reinvested dividends)

189

–

189

193

–

193

– Other OEIC and Unit Trust

804

–

804

266

–

266

Total income

2,910

–

2,910

2,312

–

2,312

Total income comprises:

Dividends

2,823

–

2,823

2,049

–

2,049

Loan stock

–

148

–

148

Interest

–

115

–

115

2,910

–

2,910

2,312

–

2,312

Income from investments comprises:

Listed UK securities

470

–

470

210

–

210

OEIC and Unit Trust

804

–

804

266

–

266

AIM and unquoted companies

1,555

–

1,555

1,721

–

1,721

2,829

–

2,829

2,197

–

2,197

Investment Management fees

2024

2023

Revenue

£'000

Capital

£'000

Total

£'000

Revenue

£'000

Capital

£'000

Total

£'000

Unicorn Asset Management Limited

980

2,940

3,920

1,048

3,144

4,192

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 2024, oﬃcers and employees of the Investment Manager held 1,557, 866 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 investments in the Unicorn OEICs.

Notes to the Financial Statements

(continued)

for the year ended 30 September 2024

Unicorn AIM VCT plc

Annual Report

2024

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 2024, UAML also earned fees of

£25,000 (2023: £27,000), 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

2023/24 or the prior year.

4. Other expenses

2024

£‘000

2023

£‘000

Directors’ remuneration (see Note 5 below)

138

139

IFA trail commission

Administration services (ISCA)

204

192

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

787

725

Directors' remuneration

2024

£‘000

2023

£‘000

Directors’ emoluments

Tim Woodcock

Charlotta Ginman

Jeremy Hamer

Josephine Tubbs

Jocelin Harris (retired 7 February 2023)

–

138

139

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 2024

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Taxation on ordinary activities

Analysis of tax charge in the year

2024

£'000

2023

£'000

Current and total tax charge (Note 6b)

–

Factors affecting tax charge for the year:

2024

£'000

2023

£'000

Proﬁt/(loss) on ordinary activities before tax

625

(10,586)

Proﬁt/(loss) on ordinary activities multiplied by standard rate of

corporation tax in the UK of 25% (2023: 22%)

156

(2,329)

Non-taxable UK dividend income

(505)

(451)

Non-taxable unrealised losses

817

1,975

Non-taxable realised gains

(1,422)

(219)

Allowable expense not charged to revenue

735

692

Deferred tax not recognised

219

332

Actual current charge – revenue

–

Impact of allowable expenditure credited to capital reserve

(735)

(692)

Additional deferred tax not recognised

735

692

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 £57,389,000 (30 September

2023: £53,573,000).

The UK government announced an increase in the main rate of corporation tax to 25% for the ﬁnancial years beginning 1 April 2023. This

new rate was substantively enacted by the Finance Act 2021 on 10 June 2021.

Notes to the Financial Statements

(continued)

for the year ended 30 September 2024

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Dividends

2024

£'000

2023

£'000

Amounts recognised as distributions to equity holders in the year:

Interim capital dividend of 3.0 pence (2023: 3.0 pence) per share

for the year ended 30 September 2024 paid on 13 August 2024

5,728

5,204

Final capital dividend of 3.5 pence (2023: 3.5 pence) per share

for the year ended 30 September 2023 paid on 14 February 2024

6,051

5,741

Special interim capital dividend of 11.7 pence (2023: nil pence) per share

for the year ended 30 September 2024 paid on 14 February 2024

20,226

–

Total dividends paid in the year

32,005

10,945

Unclaimed dividends returned

(8)

(12)

Total dividends*

31,997

10,933

The diﬀerence between total dividends and that shown in the Cash Flow Statement is £4,356,000, 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.

As stated in the Chair's Statement on page 4, the Board has also declared a special dividend of 6.0 pence per share as a result of the M&A

activity that led to the disposal of our shareholdings in Mattioli Woods and Keywords Studios during, and shortly aﬅer, the period end.

This special dividend will be payable alongside the ﬁnal dividend on 21 February 2025.

Set out below are the total income dividends payable in respect of the 2023/24 ﬁnancial year, which is the basis on which the requirements

of Section 274 of the Income Tax Act 2007 are considered.

2024

£'000

2023

£'000

Proﬁt for the year

1,143

539

Proposed ﬁnal income dividend of 0.4 pence (2023: nil pence)

for the year ended 30 September 2024

762

–†

†

In the previous year, despite the revenue proﬁt for the year, no revenue dividend could be made due to the deﬁcit on the revenue reserve.

Basic and diluted earnings and return per share

2024

2023

Total earnings aﬅer taxation: (£'000)

625

(10,586)

Basic and diluted earnings per share (Note a) (pence)

0.34

(6.23)

Net revenue from ordinary activities aﬅer taxation (£'000)

1,143

539

Revenue earnings per share (Note b) (pence)

0.62

0.32

Total capital return (£'000)

(518)

(11,125)

Capital earnings per share (Note c) (pence)

(0.28)

(6.55)

Weighted average number of shares in issue during the year

183,590,913

169,795,766

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 2024

Unicorn AIM VCT plc

Annual Report

2024

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

2024

Total

£'000

2023

Total

£'000

Opening book cost at

30 September 2023

8,357

126,473

14,488

500

16,496

166,314

150,578

Unrealised (losses)/gains at

30 September 2023

(1,055)

42,352

16,524

–

(938)

56,883

55,038

Permanent impairment in

value of investments

–

(11,020)

(4,646)

–

(15,666)

(7,075)

Opening valuation at

30 September 2023

7,302

157,805

26,366

500

15,558

207,531

198,541

Shares delisted

–

(3,377)

3,377

–

Purchases at cost

14,965

13,883

–

600

37,500

66,948

26,606

Sale proceeds

(4,325)

(39,989)

(1,034)

(500)

(39,500)

(85,348)

(9,636)

Net realised gains

357

4,939

601

–

(118)

5,779

995

Movement in unrealised gains

810

(18,545)

13,856

–

612

(3,267)

(8,975)

Closing valuation at

30 September 2024

19,109

114,716

43,166

600

14,052

191,643

207,531

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 (see note)

–

(2,199)

(11,146)

–

(13,345)

(15,666)

Closing valuation at

30 September 2024

19,109

114,716

43,166

600

14,052

191,643

207,531

Transaction costs on the purchase and disposal of investments of £90,000 were incurred in the year. These have not been deducted

from realised gains shown above of £5,779,000 but have been deducted in arriving at gains on realisation of investments disclosed in the

Income Statement of £5,689,000.

The shares delisted during the year relate to Destiny Pharma (£2,038,000), Gama Aviation (£368,000) and Saietta (£971,000).

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

Note: Permanent impairments of £15,666,000 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 £2,321,000 relate to the sale of Osirium Technologies (£1,971,000)

and companies dissolved, Individual Restaurant Company (£163,000) and Le Chameau Group (£187,000).

Reconciliation of cash movements in investment transactions

The diﬀerence between the purchases above and that shown in the Cash Flows is £1,043,000 which relates to the takeover of City Pub

Group by Young & Co. The diﬀerence between the sale proceeds in Note 9 and that shown in the Cash Flows is £6,043,000 which relates

to the takeover of City Pub Group (£1,043,000) and trades for future settlement (£5,000,000).

Notes to the Financial Statements

(continued)

for the year ended 30 September 2024

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

10. Significant interests

At 30 September 2024, 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

4,000

–

4,000

18.2

Aurrigo International

4,458

–

4,458

16.7

British Honey Company (The)

3,101

–

3,101

16.6

LungLife AI

3,835

–

3,835

12.7

PHSC

253

–

253

12.2

Incanthera

1,960

–

1,960

11.2

nkoda Limited

2,496

–

2,496

10.5

LightwaveRF

2,616

–

2,616

9.9

Anpario

1,423

–

1,423

9.2

Huddled Group (formerly Let's Explore Group)

2,250

–

2,250

9.1

Directa Plus

5,250

–

5,250

9.0

Oberon Investments Group

2,224

–

2,224

9.0

Verici DX

3,125

–

3,125

8.4

Tribe Technology

2,000

600

2,600

8.3

Oxford Biodynamics

3,498

–

3,498

8.1

Dillistone Group

1,078

–

1,078

7.8

Heartstone Inns

1,112

–

1,112

7.6

Fusion Antibodies

1,410

–

1,410

6.7

Crawshaw Group

1,538

–

1,538

6.4

Cloudiﬁed Holdings(formerly Falanx Group)

1,500

–

1,500

6.3

Avingtrans

1,864

–

1,864

5.9

SulNOx Group

1,800

–

1,800

5.4

Tracsis

1,500

–

1,500

5.4

Phynova

1,500

–

1,500

5.3

Pulsar Group (formerly Access Intelligence)

3,159

–

3,159

5.1

Eden Research

1,500

–

1,500

4.3

Destiny Pharma

2,500

–

2,500

4.3

Hardide

2,054

–

2,054

4.1

Trellus Health

2,500

–

2,500

3.9

Syndicate Room Group

1,250

–

1,250

3.8

Engage XR

2,084

–

2,084

3.6

Touchstar

338

–

338

3.5

SkinBioTherapeutics

1,500

–

1,500

3.5

Tristel

878

–

878

3.4

Arecor Therapeutics

2,778

–

2,778

3.2

Polarean Imaging

2,257

–

2,257

3.2

Diales (formerly Driver Group)

1,113

–

1,113

3.1

PCI-PAL

1,023

–

1,023

3.1

All of the above companies are incorporated in the United Kingdom.

At 30 September 2024, the Company held 20% 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 2024 was £40.3 million equating to 20.2%

of net assets. In Hasgrove's last ﬁnancial statements for the year ended 31 December 2023, the turnover was £37.0 million, proﬁt before

tax was £9.9 million and net assets £13.3 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 14 to 20 of this Report.

Notes to the Financial Statements

(continued)

for the year ended 30 September 2024

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

11. Debtors

2024

£'000

2023

£'000

Amounts due within one year:

Trades for future settlement*

5,000

–

Prepayments and accrued income

388

675

5,388

675

* Withdrawals from Money Market Funds settled on 2 October 2024.

12. Creditors: amounts falling due within one year

2024

£'000

2023

£'000

Accruals

1,134

1,203

Unclaimed dividends

895

504

2,029

1,707

13. Called up share capital

2024

£'000

2023

£'000

Allotted, called-up and fully paid:

Ordinary shares of 1p each: 190,437,026 (2023: 172,876,156)

1,904

1,729

During the year, the Company made purchases of 5,205,225 (a total of £52,052 nominal value) of its own Ordinary shares for a total cost

of £4,885,000 representing 3.0% of the opening share capital.

In January 2024, the Company announced an Oﬀer for Subscription which opened on 8 February 2024 and closed fully subscribed on

15 February 2024. The Company allotted 18,692,025 Ordinary shares representing 10.8% of the opening share capital at prices ranging

from 106.97 pence to 110.38 pence per share, raising net funds of £19,496,000 from gross funds raised of £19,999,000.

During the year, the Company allotted 4,074,070 Ordinary shares at an average price of 107.16 pence per share under the DRIS.

Notes to the Financial Statements

(continued)

for the year ended 30 September 2024

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

14. Reserves

The full details of the changes in reserves are shown in the Statement of Changes in Equity on page 67.

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 £1,054,000.

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 £19,496,000 being shares issued under the Oﬀer for Subscription of

£19,999,000, less expenses of shares issued under the Oﬀer for Subscription. Total expenses were £503,000, 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

2024

2023

Net Assets

£199,422,000

£211,856,000

Number of shares in issue

190,437,026

172,876,156

Net asset value per share

104.72p

122.55p

16. Reconciliation of profit for the year to net cash outflow from operating activities

2024

£'000

2023

£'000

Proﬁt/(loss) for the year

625

(10,586)

Net unrealised losses on investments

3,267

8,975

Net gains on realisation of investments

(5,689)

(994)

Transaction costs

(90)

(1)

Decrease/(increase) in debtors and prepayments

287

(160)

Decrease in creditors and accruals

(69)

(80)

Reconciling items – dividends reinvested

–

(2)

Net cash outﬂow from operating activities

(1,669)

(2,848)

Notes to the Financial Statements

(continued)

for the year ended 30 September 2024

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

17. Financial instruments

The Company’s ﬁnancial instruments comprise:

•

Equity, preference shares, OEICs, Unit Trusts and loan stocks 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 2024. All assets are included in the Statement of

Financial Position at fair value and all liabilities at amortised cost which equates to fair value.

2024

(Book and

fair value)

£'000

2023

(Book and

fair value)

£'000

Assets at fair value through proﬁt or loss:

Investment portfolio

191,643

207,531

Loans and receivables

Trades for future settlement

5,000

–

Accrued income

370

657

Cash at bank

4,420

5,357

Liabilities at amortised cost or equivalent

Creditors (including unclaimed dividends)

(2,029)

(1,707)

Total for ﬁnancial instruments

199,404

211,838

Non-ﬁnancial instruments

Total net assets

199,422

211,856

The investment portfolio principally consists of fully listed investments, AIM 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 (57.5% of net assets), within other funds (7.0% of net assets), unquoted investments 22.0% of net

assets) and fully listed shares (9.6% 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 2024

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

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 2024 was:

2024

£'000

2023

£'000

Loan stock investments

600

500

Trades for future settlement

5,000

–

Accrued income and other debtors

370

657

Cash at bank

4,420

5,357

10,390

6,514

The following table shows the expected maturity of the loan stock investments referred to above:

2024

£'000

2023

£'000

Repayable or converting within

0 to 1 year

–

500

1 to 2 years

–

2 to 3 years

–

3 to 4 years

–

4 to 5 years

600

–

Total

600

500

Liquidity Risk:

The Company’s investments in the equity and loan stocks of unlisted, AIM and Acquis 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 2024

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

The maturity proﬁle of the Company's ﬁnancial liabilities, including creditors is as follows:

2024

£'000

2023

£'000

Within 1 year or less

2,029

1,707

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 £4.0 million (2023: £3.5 million) 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 2024, the Unicorn UK Ethical Income Fund contained 19% in AIM shares and 79% in fully listed stocks with an average

market capitalisation of £1.3 billion. In addition, 2% 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 and preference shares, investments

in OEICs, Unit Trusts, investments in 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 Mellon. 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 2024

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Financial net assets

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 interest rate proﬁle of the Company’s ﬁnancial net assets at 30 September 2023 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

191,473

–

191,473

N/A

Unicorn OEIC

3,488

–

3,488

N/A

Other funds

–

12,070

N/A

Loan stocks

–

500

–

500

7.5

Cash

–

5,357

N/A

Debtors

657

–

657

N/A

Creditors

(1,707)

–

(1,707)

N/A

Total for ﬁnancial instruments

193,911

500

17,427

211,838

Other non ﬁnancial assets

–

Total net assets

193,929

500

17,427

211,856

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 2024

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

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 83 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.

2024

Proﬁt and

net assets

2023

Proﬁt and

net assets

If overall share prices rose/fell by 20% (2023: 20%), with all other variables held constant

– increase/(decrease) (£'000)

29,575/(29,575)

36,133/(36,133)

Increase/(decrease) in earnings, and net asset value, per Ordinary share (pence)

15.53/(15.53)

20.90/(20.90)

If interest rates were 1% higher/(lower)

(2023: 1%), with all other variables held constant

– increase/(decrease) (£'000)

145/(145)

174/(174)

Increase/(decrease) in earnings, and net asset value, per Ordinary share (pence)

0.08/(0.08)

0.10/(0.10)

Unquoted investments – fair value sensitivity analysis

Base Case

– Average

Sensitivity

Range

Hasgrove EV/EBITDA Multiple (x)

10.7x

9.6x – 11.7x

Average Discount Rate (%)

43%

29% – 47%

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 £8.8 million (-20.1%) to £34.9 million. Applying the upside

case assumptions, the total value of the unquoted investments would increase by £9.8 million (+22.5%) to £53.5 million. Total discount

factor 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.

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 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

Notes to the Financial Statements

(continued)

for the year ended 30 September 2024

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Notes to the Financial Statements

(continued)

for the year ended 30 September 2024

Financial assets at fair value through proﬁt or loss

at 30 September 2023

Level 1

£'000

Level 2

£'000

Level 3

£'000

Total

£'000

Equity investments

165,107

–

26,366

191,473

Loan stock investments

–

500

Open ended investment companies and Unit Trust

–

15,558

–

15,558

Total

165,107

15,558

26,866

207,531

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 2023

26,366

500

26,866

Shares delisted

3,377

–

3,377

Purchases

–

600

Sales

(1,034)

(500)

(1,534)

Total gains included in gains/(losses) on investments in the Income Statement:

– on assets sold

601

–

601

– on assets held at the year end

13,856

–

13,856

Closing balance at 30 September 2024

43,166

600

43,766

Level 3 unquoted equity and loan stock investments are valued in accordance with the IPEV guidelines as follows:

September

2024

£‘000

September

2023

£‘000

Investment valuation methodology

Discounted cash ﬂow

600

500

Recent transactions

1,793

1,993

Net asset value

766

Discounted earnings multiple

40,607

23,607

43,766

26,866

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 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 14 to 20 and in the Unquoted Investments

Summary on page 21.

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

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% (previously 70%) 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 27, 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 23 October 2024, EQT completed its acquisition of Keyword Studios plc at a price of 2,450 pence per share. The Company received

proceeds of £6.0 million on 6 November 2024.

On 27 November 2024, the Company announced an Oﬀer for Subscription as detailed in the Chair's Statement on page 4.

On 29 November 2024, the Company announced that, following the completion of the acquisition of Mattioli Woods and Keywords

Studios and the receipt by the Company of its share of the proceeds, a special dividend of 6.0 pence per share will be paid to Shareholders

on 21 February 2025.

21. Related party transactions

Details of the relationships between the Directors of the Company and Investee Companies are given in their biographies on

pages 37 to 39.

Charlotta Ginman was a non-executive director and audit committee chair of Keyword Studios plc until 23 October 2024, as

discussed above.

22. Capital commitments and contingent liabilites

There were no capital commitments (2023: £1,500,000) or contingent liabilities (2023: £nil) at 30 September 2024.

Notes to the Financial Statements

(continued)

for the year ended 30 September 2024

Unicorn AIM VCT plc

Annual Report

2024

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 21 February 2025 to Shareholders on the Register on 3 January

2025.

In addition, the Board has declared a special dividend

of 6.0 pence per share as a result of the M&A activity that led

to the disposal of our shareholdings in Mattioli Woods and

Keywords Studios during, and shortly aﬅer, the period end. This

special dividend will be payable alongside the ﬁnal dividend on

21 February 2025.

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 91. 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 recent 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 240 910.

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

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Financial calendar

December 2024

Circulation of Annual Report for the year

ended 30 September 2024 to Shareholders

3 January

2025

Record date for Shareholders to be eligible

for ﬁnal and special dividends

12 February

2025

Annual General Meeting

21 February

2025

Payment date for ﬁnal and special dividends

subject to Shareholder approval at the Annual

General Meeting

31 March 2025

Half-year end

May 2025

Announcement of Half-Yearly Results

June 2025

Circulation of Half-Yearly Report for the six

months ending 31 March 2025 to Shareholders

August 2025

Payment of interim dividend

30 September 2025

Year end

December 2025

Announcement of ﬁnal results for the year

ending 30 September 2025

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-third

Annual

General

Meeting

(AGM)

the

Company will be held on Wednesday, 12 February 2025 and

Shareholders can attend this meeting in person. Arrangements

for the meeting are detailed on pages 43 and 44. Voting on all

Resolutions will be conducted on a Poll including all proxy votes

submitted. The Notice of the Meeting is included on pages 92

to 96 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, 10 February 2025.

Please note that you can vote your shares electronically at

https://unicorn.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 Monday,

10 February 2025.

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 House, 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

2024

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 24 and 25.

Cumulative dividends paid

The total amount of dividend distributions paid by the Company,

in the ten year period since 30 September 2014.

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. The costs of trail commission paid to intermediaries

of £27,000 is not included in this calculation.

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

2024

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 13 to 21.

Summary of VCT Regulations

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

Directors (all non-executive)

Tim Woodcock (Chair)

Charlotta Ginman

Jeremy Hamer

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

PricewaterhouseCoopers LLP

1 Embankment Place

London WC2N 6RH

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 Mellon

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 House

Meltham Road

Huddersﬁeld HD4 7BH

Solicitors

Shakespeare Martineau LLP

No 1 Colmore Square

Birmingham B4 6AA

Corporate Information

Unicorn AIM VCT plc

Annual Report

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

NOTICE IS HEREBY GIVEN that the twenty-third Annual General Meeting of Unicorn AIM VCT plc (the “Company”) will be held at 11:30 am

on Wednesday, 12 February 2025 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 to 13 will be

proposed as special resolutions. The rationale for the election/re-election of each Director is given on pages 37 to 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 2024

(“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 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 elect Julian Bartlett as a Director of the Company.

To re-elect Charlotta Ginman 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 2024 of 3.5 pence per ordinary share of 1p

each, payable on 21 February 2025 to Shareholders on the register on 3 January 2025.

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 £761,748, representing 40% 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 2026, 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, £380,874,

representing 20% 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

2024

Strategic Update

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Independent Auditor's Report

Financial Statements

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(ii)

the allotment and issue of equity securities with an aggregate nominal value of up to, but not exceeding, 10% 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, 10% 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 2026, 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:

(iv) the aggregate number of Shares which may be purchased shall not exceed 28,546,510 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;

(v)

the minimum price which may be paid for a Share is 1p (the nominal value thereof);

(vi) 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);

(vii) 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 2026; and

(i)

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.

13.

That the Share premium account and the Capital redemption reserve of the Company be cancelled.

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

5 December 2024

UNICORN AIM VCT PLC

(Registered in England and Wales No. 04266437)

Notice of the Annual General Meeting

(continued)

Unicorn AIM VCT plc

Annual Report

2024

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 House, Meltham Road, Huddersﬁeld HD4 7BH, so as to be received not later than 11:30 am on Monday, 10 February

2025 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 House, Meltham Road, Huddersﬁeld HD4 7BH.

(ix)

Please note that you can vote your shares electronically at https://unicorn.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

2024

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, 10 February 2025. 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 4 December 2024 (being the last business day prior to the publication of this notice), the Company’s issued share

capital comprised 190,437,026 ordinary shares of 1p each, all of which carry one vote each. Therefore, the total voting rights in

the Company as at 4 December 2024 was 190,437,026.

(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

2024

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 4 December 2024 (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

2024

Strategic Update

Governance

Independent Auditor's Report

Financial Statements

Information

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Report prepared by Gunn and Cole Limited.

Unicorn Asset Management Limited

First Floor Oﬃce, Preacher’s Court, The Charterhouse

15 Charterhouse Square, London EC1M 6AU

020 7253 0889

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