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REG - Henderson Smllr Cos - Annual Financial Report and Final Dividend

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RNS Number : 2599T  Henderson Smaller Cos Inv Tst PLC  31 July 2025

JANUS HENDERSON FUND MANAGEMENT UK LIMITED

THE HENDERSON SMALLER COMPANIES INVESTMENT TRUST PLC

LEGAL ENTITY IDENTIFIER: 213800NE2NCQ67M2M998

 

 

THE HENDERSON SMALLER COMPANIES INVESTMENT TRUST PLC

 

ANNUAL FINANCIAL RESULTS FOR THE YEAR ENDED 31 MAY 2025

 

The Henderson Smaller Companies Investment Trust plc announces its financial
results for the year ended 31 May 2025.

 

§ Final dividend increased to 20.5p per ordinary share (2024: 19.5p)

§ 22nd consecutive year of growth in the annual dividend

§ Outperformed the benchmark in 16 of the last 22 years

§ Indriatti van Hien was promoted to Co-Fund Manager in January 2025

§ Neil Hermon to retire as Co-Fund Manager of the Company in September 2025

 

The Company's Annual Report and Financial Statements for the year ended 31 May
2025 ("the Annual Report") is being published in hard copy format and an
electronic copy will shortly be available to view and download from the
Company's website: www.hendersonsmallercompanies.com
(http://www.hendersonsmallercompanies.com) .

 

The Annual Report, including the Notice of Annual General Meeting and together
with the form of proxy, will shortly be uploaded to the Financial Conduct
Authority's National Storage Mechanism and will be available for inspection
at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

VIRTUAL INVESTOR PRESENTATION

The Chair and Fund Managers are hosting a virtual investor presentation on
Wednesday, 17 September 2025 at 12.00 noon. Shareholders can register for the
event here (https://jhi.zoom.us/webinar/register/WN_WF0-ynKMRUWKONoMD6kO-A) .

 

INVESTMENT OBJECTIVE

The Company aims to maximise shareholders' total returns (capital and income)
by investing in smaller companies that are quoted in the United Kingdom.

 

PERFORMANCE

 

 Total return performance for the years ended 31 May 2025

                            1 year  3 years  5 years  10 years

                            %       %        %        %
 NAV(1)                     -5.1    -6.3     22.2     54.9
 Benchmark(2)               5.0     16.0     61.8     64.0
 Average sector NAV(3)      1.1     10.8     53.1     72.8
 Share price(4)             -2.3    0.9      24.6     59.4
 AIC sector share price(5)  -1.0    11.9     59.6     65.8
 FTSE All-Share Index       9.4     26.8     69.0     80.7

 

 Performance                  Year ended    Year ended

                              31 May 2025   31 May 2024
 NAV per share at year end    926.2p        1,003.1p
 Share price at year end      841.0p        888.0p
 Discount at year end(6)      9.2%          11.5%
 Gearing at year end          10.2%         11.5%
 Dividend for the year(7)     28.00p        27.00p
 Revenue return per share     27.89p        29.85p
 Dividend yield(8)            3.3%          3.0%
 Total net assets             £634m         £747m
 Ongoing charge(9)            0.45%         0.45%

 

1    Net asset value ("NAV") per ordinary share total return with income
reinvested

2    Deutsche Numis Smaller Companies Index (excluding investment companies)
total return

3    Average NAV total return of the Association of Investment Companies
("AIC") UK Smaller Companies sector

4    Share price total return using mid-market closing price with income
reinvested

5    Average share price total return of the AIC UK Smaller Companies sector

6    Calculated using the NAV and mid-market share price at year end

7    The figure for 2025 represents an interim dividend of 7.5p and a
proposed final dividend of 20.5p, subject to shareholder approval

8    Based on the ordinary dividends paid and payable for the year and the
mid-market share price at year end

9    No performance fee is included in this calculation as no performance
fee was paid in 2025 or 2024

 

A glossary of terms and explanations of alternative performance measures are
included in the Annual Report. Sources: Morningstar Direct, Janus Henderson,
LSEG Datastream

 

 

CHAIR'S STATEMENT

 

Dear Shareholder

 

Performance

The year under review was marked by heightened volatility in global markets,
with disruption in the UK as the newly elected Labour Government began
implementing its political agenda.

 

The Company's net asset value ("NAV") fell by 5.1% and the share price
declined by 2.3% in the year to 31 May 2025, on a total return basis,
reflecting a narrowing of the discount at which the shares trade from 11.5% to
9.2%. Over the same period the AIC UK Smaller Companies sector's average NAV
and share price total return rose by 1.1% and fell by 1.0%, respectively. The
Company underperformed its benchmark, the Deutsche Numis Smaller Companies
Index (excluding investment companies), by 10.1%.

 

The Fund Managers have a style tilt towards more cyclical stocks (those whose
performance is closely tied to the economic cycle), which has proven to be
successful over the long term but has been impacted disproportionately by
market conditions in the last few years. The Board recognises that a
protracted period of underperformance is frustrating for shareholders, and has
been in detailed discussions with the Fund Managers about their investment
process.

 

Following these discussions, the Fund Managers have implemented a series of
refinements to the investment process. The core philosophy, however, of
investing in growth at the right price remains. The Board believes that these
small but important refinements will enhance the portfolio construction and
stock-picking process whilst maintaining this style-tilt, particularly at a
time when the outlook for UK smaller companies continues to improve. More
detail on this year's performance and the market outlook can be found in the
Fund Managers' Report in the Annual Report.

 

Dividend and earnings

Total revenue from the Company's portfolio fell from £24.8m to £23.1m and
earnings per share ("EPS") reduced from 29.9p to 27.9p, Although the majority
of portfolio companies took advantage of their healthy financial performance
to increase dividend payments, there is a trend in the UK equity market to
prioritise share buybacks over dividends which is having an impact on overall
dividend growth. In addition, changes to the portfolio in the year reduced the
Company's income.

 

The Board is pleased to recommend an increased final dividend of 20.5p per
share. Subject to shareholder approval at the AGM, the dividend will be paid
on 13 October 2025 to shareholders on the register at 29 August 2025. The
shares will be quoted ex dividend on 28 August 2025. When added to the interim
dividend of 7.5p, this brings the total dividend for the year to 28.0p per
share, a 3.7% increase on the 2024 total dividend of 27.0p per share.

 

The dividend will be fully funded from revenue generated in the current year.
The EPS is calculated using the weighted average number of shares over the
year, rather than the actual number of shares outstanding at the time the
dividend is paid. Therefore, although EPS for 2025 is marginally lower than
the total dividend, the recommended distribution is supported by current year
earnings.

 

This will be the 22nd consecutive year of growth in the annual dividend for
the Company, which is an 'AIC Dividend Hero'.

 

Share rating and buybacks

Reflecting the market's volatility, the Company's share price discount to NAV
fluctuated in the year under review between 7.1% and 14.5%, averaging 11.6%
and closing the year at 9.2%. The share price moved from 888.0p at the start
of the year to 841.0p at 31 May 2025. The Company's discount has been
consistently narrower than the weighted peer group average throughout the
year.

 

The Board regularly reviews the discount to NAV at which the shares trade.
Shares are only bought back in the market when the directors believe it is in
the best interests of shareholders as a whole to do so and at a price below
the prevailing NAV, thereby accreting the NAV per share for the remaining
shareholders. Market conditions over the last two years have been particularly
harsh and the market has witnessed discounts widening across the industry.
During the period under review, the directors considered that the unusually
wide discount to the NAV presented an attractive opportunity to enhance
shareholder value through share buybacks.

 

The Company bought back 6,017,157 shares in the year under review,
representing 8.1% of share capital, based on share capital at the start of the
year and excluding Treasury shares. Of these, 120,000 were cancelled and
5,897,157 are now held in Treasury. These buybacks enhanced NAV by 0.7%.

 

A total of 6,987,667 shares, forming 9.4% of issued share capital, was
repurchased in the period since the 2024 AGM and up to 30 June 2025. Due to
this high rate of buybacks in the face of challenging market conditions, the
Board convened a general meeting on 1 July 2025 to renew the share buyback
authority to repurchase up to 14.99% of issued share capital. This renewal was
approved by shareholders. Since the general meeting on 1 July, and as at 28
July 2025, a further 2,136,422 shares have been repurchased, representing 2.9%
of share capital.

 

Capital structure

The Company's capital structure includes a preference stock class of 4,257
non-voting £1 units, each entitled to an annual 0.001% dividend. In March
1999, the Board offered to buy back all preference stock for cancellation. The
remaining preference stock is now held by stockholders who did not respond to
the offer. As over 25 years have now passed, the Board is taking steps to
cancel the remaining preference stock class and return the capital associated
with the stock to those stockholders. In the 2025 AGM notice in the Annual
Report, the Board asks shareholders for authority to buy back and cancel the
preference stock.

 

Fund management changes

Neil Hermon, who has been Fund Manager of the Company since 2002, intends to
retire in September 2025, leaving behind a strong team and demonstrable
investment philosophy. The Board extends its heartfelt thanks to Neil for his
tremendous stewardship of the Company and the orderly way in which he is
handing over the leadership reins to his well-established colleagues,
including Indriatti van Hien, his Co-Manager. We wish him all the very best.

 

JHI, working with the Board, is recruiting an additional portfolio manager to
join the team.

 

Board succession

Having served nine years on the Board, Victoria Sant will retire at our AGM on
7 October 2025. I would like to thank Victoria for her commitment, diligence
and deep insight into environmental, social and governance ("ESG") matters
from both a portfolio and corporate perspective as an ESG professional. In
accordance with the Board's long-term succession plan, Mei Lim was appointed
as a director in 2023 to succeed Victoria, and we will now return to a board
of five members post the AGM.

 

Continuation vote

The Board has undertaken that shareholders should have the opportunity every
third year to vote on whether they wish to continue the life of the Company.
Shareholders will, therefore, be asked to vote on this at the forthcoming AGM
as an ordinary resolution, which requires a majority vote in favour to pass.

 

The Board is recommending that shareholders vote in favour of continuation. We
believe the Company's strategy of investing in smaller companies benefits
especially from the investment trust structure, which brings the advantages of
a stable asset base facilitating long-term investment decisions, the ability
to use long-term borrowings to enhance shareholder returns, and the ability to
smooth dividend payments over time which the Board has used to create a track
record of long-term growth.

 

Since the Company adopted its current approach under Neil Hermon, long-term
performance has been strong, delivering an annualised NAV total return of
12.1% since November 2002, when Neil started managing the Company, and
outperforming the benchmark in 16 of the last 22 years with an excess NAV
total return of 385% in aggregate, and an annualised excess return of 1.7%. As
outlined above, in response to recent underperformance, the Fund Managers have
implemented refinements to the investment process, supported by the Board,
which they believe will enhance the stock-picking process in line with the
core and unchanged investment philosophy going forward.

 

In the meantime, the Company continues to conduct an extensive buyback
programme motivated by several factors including the wider market context and
has maintained the Company's status as an AIC Dividend Hero demonstrating the
Board's commitment to creating value for shareholders.

 

The Board has been meeting with large shareholders who have confirmed their
support for the Company and continuation of the strategy.

 

We believe the Company's strategy of investing in smaller companies continues
to represent an attractive opportunity for both long-term capital and dividend
income growth, and benefits especially from the investment trust structure.

 

Annual General Meeting ("AGM")

We are pleased to invite shareholders to attend the AGM in person at our
registered office at 11.30 am on Tuesday, 7 October 2025. We encourage
shareholders to attend for the opportunity to meet the Board, Fund Manager
Indriatti van Hien and the other members of the UK Smaller Companies team,
including Shiv Sedani. Indriatti will give a presentation on the year under
review and the outlook for the year ahead. Shareholders unable to join in
person can join the meeting by videoconference.

In addition to the AGM, the Board is holding an online investor presentation
this year, at 12 noon on Wednesday, 17 September 2025. This will include a
Q&A session with the Chair and Fund Manager. The directors encourage
shareholders to join, so they are fully informed about the Company's recent
developments and its future plans, before voting on the AGM resolutions.

Further details can be found in the Annual Report.

 

Outlook

Macroeconomic news flow continues to be noisy. The path for monetary policy
remains uncertain. Inflation remains above central bankers' target range.
Trump's 'America First' policies have started to usher in a new world order
and have already triggered significant policy responses from governments in
Europe. These changes could induce both inflationary and reflationary
impulses, while the spectre of a recession caused by the uncertainty brought
by Trump's tariffs would be deflationary. To compound the issue, geopolitics
are still messy and conflicts in both Europe and the Middle East are bringing
volatility to commodity prices. However, markets are forward looking and given
the attractive starting valuations in the UK small and mid-cap equity market,
less noise may be all that is needed to drive markets forward.

 

There is potential for the UK economy to beat GDP growth expectations. UK
consumers continue to see real wage increases, corporates are benefitting from
falling (but still restrictive) interest rates and both groups are sitting on
strong balance sheets. Confidence is the catalyst needed to drive investment;
hiring and spending decisions and recent sentiment gauges suggest that despite
the noise, animal spirits are recovering, so we look to the year ahead with
cautious optimism.

 

Amid these challenging conditions, in aggregate the Company's portfolio
continues to have quality bias and holds companies with robust business models
which are soundly financed and being run by management teams whose incentives
are aligned with our own. The attractive valuations in this part of the market
are well-documented. These claims are validated by continued in-bound M&A
and ongoing share buyback programmes being sanctioned by boards.

 

Over the long term, this Company seeks to capture the well-established
small-cap premium: that is, the long-term outperformance of small caps over
large caps driven by factors such as higher growth prospects and higher
alpha-generating opportunities in this under-researched part of the market.
Whilst the small-cap factor has proved elusive in the UK over the last 10
years - a period punctuated by the EU referendum vote, the protracted period
of political and economic instability that ensued and 'UK exceptionalism' - we
see good reasons for course correction. Stable politics puts growth back on
the agenda in the UK. We see positive early indications of this through
commitment to planning reforms, deregulation in the financial sector and most
significantly, a resetting of the trading relationship with the EU. Improving
sentiment towards UK plc would alleviate the acute technical pressure this
part of the market has suffered from in terms of asset outflows, and we have
seen the positive impact on performance that the inflows from global investors
in calendar years 2015, 2017 and 2021 can bring. Smaller companies may
underperform larger companies in periods of economic dislocation as investors
flock to larger and more liquid asset classes, but history will show that they
rebound most strongly after such periods.

 

We believe UK smaller companies continue to offer exciting growth
opportunities to long-term investors. We remain confident in the ability of
our Fund Managers to draw on their consistent and disciplined investment
approach to generate significant long-term value.

 

Penny Freer

Chair of the Board

30 July 2025

 

FUND MANAGER'S REPORT

 

Fund performance

The Company had a disappointing year in performance terms, with its net asset
value falling in absolute terms and underperforming the benchmark. The share
price declined by 2.3% and the net asset value ("NAV") by 5.1% on a total
return basis. This compared with an increase of 5.0% in the Company's
benchmark total return, the Numis Smaller Companies Index (excluding
investment companies). The underperformance comprised negative contributions
from stock selection, expenses and gearing whilst the ongoing share buyback
has been a positive contributor to performance. At a macro-level our
underperformance was a function of rising bond yields having a detrimental
impact on the real economy and therefore earnings and valuations of our
predominantly pro-cyclical and interest rate sensitive portfolio. The negative
contribution from stock selection arose from company specific issues impacting
a number of our larger holdings. Many of these issues are temporary in nature
and are already being fully reflected in underlying share prices. However, we
continue to appraise all our positions through the lens of our rigorous
investment process and have made changes where necessary. Despite it being a
poor year for performance, the long-term record of the Company remains strong,
materially outperforming its benchmark during the tenure of the UK Smaller
Companies team and in 16 of the last 22 years' discrete financial years.

Performance attribution

 

                                                Year ended 31 May
                                    2025                2024

                                    %                   %
 NAV total return                   -5.1                14.5
 Benchmark total return             5.0                 18.2
 Relative performance               -10.1               -3.7
 Comprising:
 Stock selection without gearing    -9.3                -4.5
 Gearing impact on stock selection  -1.0                -0.6
 Gearing decision                   -0.1                1.9
 Expenses                           -0.5                -0.5
 Buyback                            0.7                 0.0

 

Source Janus Henderson.  See the glossary of terms in the Annual Report.

 

Market - year under review

Despite continued market volatility, UK equity markets posted positive returns
in the year under review. The path for monetary policy continued to dominate
investors' thoughts. The widely anticipated rate-cutting cycle started in
earnest last summer (2024). Base rates fell by 1% in the UK to 4.25% and by a
similar amount in the US to 4.25-4.5%, whilst in Europe they fell 1.75% to
2.25% by period end. However, expectations for further and faster cuts were
ultimately undermined by shift changes in fiscal policy following elections in
all three regions.

 

In the UK, the Labour Party's first Budget, which focused on taxing, spending
and investing, saw an extra tax burden levied on corporates in the form of
increased National Insurance Contributions and a requirement for additional
significant gilt issuance due to a large increase in public spending. In the
US, Trump secured a second term, having campaigned on an inflationary mix of
policies such as tax cuts, immigration curbs and tariffs. Finally, a change in
government in Germany came with debt brake reform and commitments to
significant expenditure on infrastructure and defence. Consequently, yields on
core 10-year government bonds have risen due to increased concerns around
sticky inflation and how that country's fiscal policies may be on an
unsustainable path.

 

Geopolitical uncertainty persisted and the period was most notably punctuated
by a return to isolationism by the US. The level of reciprocal tariffs
announced on "Liberation Day" saw broader and more punitive tariffs than the
market expected. Reprieve came soon after when the White House either paused
or softened the implementation of these reciprocal tariffs to give time for
trade deals to be negotiated, thus avoiding a full-scale trade war.
Nevertheless, animal spirits were wounded and a formal trade agreement between
the US and China is still outstanding. Oil prices fell and investor concerns
around recession rose. Furthermore, ceasefire talks between Russia and Ukraine
hit an impasse and during the pursuit of peace, the US made clear that
European NATO members must take on more responsibility for their defence,
which cast doubt over US commitment to Article 5 of the NATO treaty. The
potential emergence of a new world order called US exceptionalism into
question and the dollar depreciated against sterling as a result.

 

At home, the Labour party won the general election with a resounding majority.
After an unsteady start and marked fall in business and consumer confidence
following the Budget, sentiment was boosted by the signing of trade deals with
the US, India and most importantly Europe. All three deals should now play a
role in reducing inflation, boosting growth in the long term and give cause to
believe that the political risk premium that has pervaded UK equity market
valuations may finally erode.

 

UK GDP growth was positive in the period and grew at 0.7% in the first quarter
of 2025, the fastest rate of growth amongst the G7. In this environment,
smaller companies underperformed their larger counterparts, with the Deutsche
Numis Smaller Companies Index (ex investment companies) up 5.0% against a rise
in the FTSE All-Share Index of 9.4% as ongoing macro-uncertainty impacted the
more cyclically sensitive part of the market. This year marks the sixth year
of underperformance of UK small caps versus UK large caps in the last 10
years: an exceptional statistic, considering the well-documented long-term
outperformance of smaller companies versus larger companies.

 

Gearing

Gearing started the year at 11.5% and ended at 10.2%. Debt facilities are a
combination of £30 million 20-year unsecured loan notes at an interest rate
of 3.33% issued in 2016, £20 million 30-year unsecured loan notes at 2.77%
issued in February 2022, and £70 million short-term bank borrowings.

 

As the Company's NAV fell during the period under review, the use of gearing
was a negative contributor to performance in the year. However, gearing has
made a significant positive contribution to investment performance over the 22
years the fund management team has managed the investment portfolio.

 

Attribution analysis

The following tables show the top five contributors to, and the top five
detractors from, the Company's relative performance.

 

Principal contributors

                 12-month return  Relative contribution

                 %                %
 Balfour Beatty  +38.2            +0.9
 Wood Group(1)   -89.6            +0.8
 SigmaRoc        +61.1            +0.7
 Ascential(2)    +73.9            +0.7
 Raspberry Pi    +86.6            +0.6

 

(1) Not owned by the Company

(2) Position sold during the year

 

Balfour Beatty is an international contractor and infrastructure investor. It
operates three main verticals; construction services in the UK, US and Hong
Kong, support services including the maintenance of infrastructure assets such
as road, rail, energy and utilities in the UK and owning a portfolio of
infrastructure investments including military housing in the US and schools,
hospitals and student accommodation in the UK. The shares have performed
strongly following robust order book growth and a continuation of strong cash
generation which has enabled further cash returns to shareholders in the form
of the growth in the regular dividend and share buybacks. Longstanding CEO Leo
Quinn announced his retirement in the period under review and we await the
views of the incoming CEO Philip Hoare on existing margin targets and company
structure, both areas where we see scope for further optimisation.

 

Wood Group is a multinational engineering, consulting and project delivery
firm focused on the oil and gas industry. The Company's shares came under
severe pressure following Sidara's abandoned takeover offer. Further share
price pressure ensued when the company announced an independent review into
its accounting practices following write-offs on large-scale projects. This
review unearthed material governance and control failures. The Company did not
own a position in this stock.

 

SigmaRoc is a building materials company operating in the UK and Europe. The
business has expanded rapidly over the past year following its transformative
acquisition of CRH's European lime and limestone operations which made the
company a market leader in five European countries (Norway, Sweden, Finland,
UK and Ireland) and put it in the number two position in another three
countries (Germany, Poland and the Czech Republic). Lime and limestone are
used in a broad range of industries including construction, steel, chemical,
environmental and agricultural which provides good end-market diversification
for the company. The shares have performed strongly on account of earnings
upgrades driven by better-than-expected synergies from the CRH deal,
increasing optimism around end-market revival following German debt brake
reforms and an upbeat capital markets day which presented ambitious growth
targets and shareholder friendly capital allocation policies.

 

Ascential is a global business to business events, market intelligence and
advisory firm. Following the divestment of trend forecaster WGSN and its
Digital Commerce business in the prior financial year, the rump of the
business comprised two market-leading events: Cannes Lions and Money20/20. The
business was acquired by global events operator Informa, at a substantial
premium to the prevailing share price in October 2024.

 

Raspberry Pi is a developer of single board computers and microcontrollers for
industrial and enthusiast customers. The company had a unique beginning,
starting as a charitable foundation to build a low-cost compute module as a
teaching aid. The products gained traction with developers at industrial
companies where Raspberry Pis were used to displace internally made boards
with a value-oriented solution. The company was listed in June 2024 and the
shares performed strongly following good results and an optimistic long-term
outlook driven by new product origination, customer wins and market growth in
edge computing.

 

Principal detractors

                           12-month return  Relative contribution

                           %                %
 Next15                    -72.6            -1.0
 Impax Asset Management    -52.2            -1.0
 Zegona Communications(1)  +64.4            -0.8
 Future                    -36.3            -0.8
 TBC Bank(1)               +89.8            -0.7

( )

(1) Not owned by the Company

 

Next 15 is a technology and data-driven consulting business. The company's
historic growth has been driven by new customer wins, digital investment
opportunities and acquisitions. More recently, earnings growth has been
challenged on account of weakness in government spending around elections and
demand from tech clients. This in conjunction with the unexpected termination
of a material contract with one of the company's largest customers triggered a
material profits warning in September 2024. With the balance sheet in good
shape, valuation materially compressed and a renewed focus by the board on
value creation through self-help and disposals, we believe the shares offer
attractive value.

 

Impax Asset Management is an environmentally and socially responsible focused
asset manager based in the UK. Whilst the company has shown periods of
impressive earnings growth from a combination of asset inflows and positive
market performance in the past, the last 12 months has been more challenging
due to the loss of a large intermediary client reducing assets under
management and company profitability. Whilst the business remains attractive
from a valuation and recovery perspective, we have reduced the position size
in the portfolio to reflect the current outlook.

 

Zegona Communications is an investment company specialising in acquiring,
improving and selling European telecommunications companies. It purchased
Vodafone's Spanish operations in a majority debt-funded transaction during the
period. The shares performed strongly on account of better-than-expected cost
cutting and good progress towards selling its network business which would
address the high leverage at the company. The Company did not own a position
in this stock.

 

Future is a tech-enabled global platform for specialised media content
operating three main verticals: Business-to-consumer where it monetises
specialist content through the sale of digital advertising, magazine
subscriptions and affiliate links, Go.Compare, a UK-based price comparison and
lead-generation platform and business-to-business where it delivers specialist
content and services to professional and enterprise customers. Shares came
under pressure towards the end of this period under review on account of
management turnover and tariff-driven uncertainty which has caused brands to
restrain marketing budgets, thus undermining the improving trajectory seen in
the digital advertising business in 2024. Despite the pressure on earnings in
recent years, the business has maintained resilient margins and cash
generation which is supporting a substantial and ongoing share buyback
programme. During the period under review, the company signed a licensing deal
with Open AI which positively signals that management is working hard to get
ahead of any trends which may disrupt audience growth or traffic flows to
their sites. We believe the business is undervalued on a sum-of-the-parts
basis and are encouraged by the board's renewed focus on portfolio
optimisation in this respect.

 

TBC Bank is the largest commercial bank in Georgia. The shares rallied off the
back of strong loan growth, expansion into Uzbekistan, the announcement of a
new share buyback and bullish sentiment towards the region on hopes of a
ceasefire in Ukraine. The Company did not own a position in this stock.

 

Portfolio activity

Trading activity in the portfolio was consistent with an average holding
period of over five years. Our approach is to consider our investments as long
term in nature and to avoid unnecessary turnover. The focus has been on adding
stocks to the portfolio that have good growth prospects, sound financial
characteristics and strong management, at a valuation level that does not
reflect these strengths. Likewise, we have been employing strong sell
disciplines to cut out stocks that fail to meet these criteria.

 

Acquisitions

During the year we have added a number of new positions to our portfolio.
These include, but are not limited to, the following:

 

Currys is an omnichannel electricals retailer operating in the UK, Ireland and
Nordics. Market shares in the UK and Nordics are 23% and 28% respectively.
After a programme of extensive store rationalisation and balance sheet repair,
the business is in a stronger financial position, as signalled by the
resumption of its regular dividend after a five-year hiatus. Our investment
thesis is premised on an improvement in trading in both the UK and Nordics
driven by recovering consumer confidence and a replacement cycle in consumer
electronics as five years has elapsed since the pandemic-induced spending
spree in the category. The shares are lowly valued relative to their margin
targets, and continued delivery of the strategy should see a material
re-rating of the shares.

 

FRP Advisory Group is a provider of restructuring, corporate finance and
consulting services to corporates in the UK. The company was formed in 2010
through a management buyout and has expanded from a total network of 29
partners at inception, to over 100 today. The company is currently seeing
strong tailwinds from the business recovery division as corporates restructure
and reshape following a period of higher interest rates. With a supportive
backdrop and plans for further acquisitions, FRP is well set for growth over
the medium term.

 

Genus is a leading global porcine and bovine genetics supplier. It breeds
proprietary pig and cattle herds which are optimised for traits which boost
farmers' margins and delivers its products to customers in the form of both
semen and live animals. Its market shares in porcine and bovine genetics are
16% and 8% respectively. Our investment gives us exposure to healthcare
intellectual property and a management team focused on improving earnings and
returns in its bovine business and building out a market leading position in
China, which represents 50% of global pork production, in its porcine
business. In addition, we see valuation upside from the optionality around the
approval and commercialisation of its gene-edited disease resistant pig
product (PRRSv).

 

Johnson Service Group is a provider of workwear and linen rental services for
the hotel, restaurant and catering industries. The company has operations in
the UK and Ireland and employs over 6,500 people. After a challenging period
during Covid, the group is on a stronger footing, with a more agile operating
model, an improved pricing dynamic and higher retention of existing customers.
Furthermore, with lower volatility in energy costs, the company has the
potential to improve its margins over time. The company's strong balance sheet
should allow the business to grow both organically and through acquisition.

 

Pinewood Technologies is a provider of cloud-based enterprise software for the
car dealership industry. The company was listed following a spin-out from
Pendragon, a UK automotive retailer, which was acquired by Lithia Motors.
Whilst the car dealership market is mature, Pinewood has a meaningful
opportunity to grow in an industry where there has been notable
under-investment in software by owners to improve service quality and reduce
costs. Competitor providers have also not kept up with the pace of innovation,
leaving Pinewood, with its leading cloud-based platform, to target customers
who are stuck with legacy solutions. Recent contract wins with large
dealerships demonstrate the group's right to win and underpins confidence for
the group's future growth profile.

 

Spire Healthcare is a leading independent healthcare group operating in the
UK. It operates 38 private hospitals and over 50 clinics, serving self-pay,
insured and NHS patients. Our investment thesis is centred around management's
plans to drive volumes and improve returns. We took advantage of a material
pull back in the shares caused by increased labour cost headwinds which pushed
margin targets back to initiate a position in the stock. We believe the
valuation is underpinned by the freehold assets of the 19 hospitals the
company owns, and we see upside to medium-term revenue forecasts and returns
from increasing demand for elective procedures driven by long waiting lists
and the capital-light expansion of its primary care services.

 

Disposals

To balance the additions to our portfolio, we have disposed of positions in
companies which we felt were set for poor price performance or where we saw
better opportunities in which to recycle capital.

 

These disposals included: our position in CLS, an office and commercial real
estate operator with properties in the UK, Germany and France following
concerns around how the company was going to manage leverage, the need to
reinvest in its estate and sustain the dividend; our position in Morgan
Advanced Materials, a manufacturer of specialist carbon and ceramic
components. Operational performance at the business has been disappointing,
and the investment into Silicon Carbide has not lived up to expectations. With
a delayed industrial market recovery, we expect trading conditions to remain
difficult.

 

We also disposed of our positions in: Midwich, a global audio and visual
distributor; Severfield, a UK structural steel contractor; Spectris, a
specialist provider of high-tech instruments, test equipment and software;
Synthomer, a specialist chemicals company; and Videndum, a manufacturer and
supplier of camera equipment accessories, on concerns around leverage in the
context of delayed end-market recovery in their respective industries. In many
cases there is a requirement for these businesses to dispose of assets to
address elevated balance sheet leverage. Given the uncertain macroeconomic
backdrop, we assessed the risk of not being able to consummate deals or having
to accept lower valuations as high.

 

We disposed of our position in Liontrust a UK asset manager, following a
disappointing flow environment and challenges in relation to future
profitability of the business. Finally, we disposed of our long-standing
holding in RWS, a tech-enabled language services provider around both cyclical
and structural concerns, in particular the deteriorating returns profile of
the business as it seeks to pivot its service model and invest more in AI.

 

Takeover activity

Takeover activity in the portfolio persisted during the year as trade buyers
and private equity alike continued to exploit the attractive valuations in the
UK small and mid-cap space. Takeover bids were received for: Alliance Pharma,
a consumer healthcare company, from DBay Advisors; Alpha Financial Markets, a
provider of management consulting and technology services to the financial
service services industry, from Bridgepoint; Ascential, a B2B events operator
for the marketing and fintech industries, from Informa; and Learning
Technologies, a provider of educational technology and talent management
software, from General Atlantic.

 

Top ten positions

The following table shows the Company's top ten stock positions and their
active weight versus the Deutsche Numis Smaller Companies Index (excluding
investment companies):

 

 Top ten positions        Portfolio  Index weight  Active weight

 at 31 May 2025           %          %             %
 Paragon Banking          3.7        1.2           2.5
 Balfour Beatty           3.3        -             3.3
 Bellway                  3.3        -             3.3
 Mitchells & Butlers      2.9        1.1           1.8
 Just Group               2.4        1.0           1.4
 Volution                 2.4        0.8           1.6
 OSB Group                2.4        1.2           1.2
 Vesuvius                 2.0        0.6           1.4
 SigmaRoc                 2.0        -             2.0
 Serco                    2.0        1.2           0.8

 

A brief description of the largest positions (excluding Balfour Beatty and
SigmaRoc which were covered earlier) follows:

 

Paragon Banking is a speciality lender with a primary focus on providing
buy-to-let mortgages to professional landlords. The company enjoys a strong
capital position, enabling it to grow dividends whilst simultaneously buying
back its own stock. Regulations on complex underwriting and the sophistication
of its underwriting capability have allowed Paragon to grow market share from
non-bank lenders which have suffered in the rising rate environment. As base
rates fall and business and consumer confidence improves, commercial loans and
mortgages should become more affordable which should increase lending volumes.
Paragon should also benefit from government driven deregulation of the
financial services sector which could potentially lower capital requirements,
increase the scope for capital returns to shareholders and boost lending
volumes.

 

Bellway is a national UK housebuilder. The company has a robust long-term
track record of controlled expansion, and solid operational and financial
performance whilst maintaining a strong balance sheet. Recent weakness in the
housing market, caused by the economic downturn and rising interest rates, has
put short-term profitability under pressure across the industry as house
prices soften and volumes contract. However, the business remains well placed
to benefit from any recovery on account of its well-invested land bank. The
government's ambitious housebuilding targets which seek to address the
structural undersupply of homes in the UK should provide tailwinds for the
sector as planning reforms are enacted. Valuation support is provided by the
discount to NAV at which the shares currently trade.

 

Mitchells & Butlers is a national owner and operator of pubs in the UK.
Its major brands include All Bar One, Browns, Harvester, Toby Carvery,
O'Neill's, Miller & Carter, Nicholson and Ember Inns. The vast majority of
its pubs are owned freehold, meaning it has substantial asset value backing.
The company has consistently outperformed peers in terms of like-for-like
revenue growth on account of its well-invested estate, diversified brand
portfolio and consistency of customer service. Whilst cost inflation remains
acute, management has reliably managed to mitigate these headwinds through its
'ignite' efficiency programmes. The company is steadily repaying its
securitised debt, enabling a transfer of value from debt to equity, a trend
which will now be accelerated as its pension deficit is cleared. The shares
trade at a substantial discount to recent industry transaction multiples and
its NAV.

 

Just Group is an annuities provider in the UK. The business provides both bulk
annuities, where it assumes the liability for paying for defined benefit
pensions for a corporate's pension scheme in exchange for an upfront premium;
and personal annuities, where it sells policies to individuals which pay a
fixed stream of income to a policyholder for the remainer of their life, in
exchange for an upfront lump sum premium. After a difficult period for the
annuities market as low base rates dampened demand and increasingly stringent
solvency rules made it more capital intensive to grow, the business is
benefitting from higher interest rates and increased pension de-risking
activity. Our investment thesis is premised on enduring growth, supported by
capital resilience in conjunction with a valuation which does not reflect the
economic value-add currently being generated by the business.

 

Volution is a leading specialist in indoor air quality and ventilation systems
operating primarily in the UK, Australia, Nordics and Continental Europe. It
has exposure to both the new-build (private and public) and residential
repairs, maintenance and improvement (RMI) market. Volution generates industry
leading margins driven by efficient supply chain management and better
execution of its in-house manufacturing process. The investment case is
premised on regulation and green-housing trends continuing to drive growth in
demand for ventilation products in conjunction with a recovery in RMI spend in
the UK. Finally, we expect organic growth to continue to be augmented by
acquisitive growth under the ambitious and long-standing management team.

 

OSB Group is a speciality lender with a primary focus on providing buy-to-let
mortgages to professional landlords. Regulations on complex underwriting and
the sophistication of its underwriting capability have allowed OSB to grow
market share. After a difficult period for the company as base rates
increased, stoking fiercer competition for flow, which drove both asset and
deposit spreads down, net interest margin expectations have now been set at a
more realistic level. The shares trade at an attractive discount to tangible
book value and in our view, do not reflect the mid-teens return on tangible
equity guidance set by management. The company retains a strong capital
position allowing it to return significant cash to shareholders through share
buybacks and growing dividends. Like Paragon Banking, OSB should similarly
benefit from deregulation in the financial services sector.

 

Vesuvius is a materials technology company. The company provides steel flow
control, foundry technologies, advanced refractories and metal processing
products and services to customers around the world. The business has gone
through significant rationalisation over recent years removing excess capacity
and improving returns on capital and margins. The company has demonstrated
robust pricing power during the recent inflationary period, validating its
leading market position and high value add of its products. Although the steel
industry is seeing the impact of global economic weakness, not helped by
recent tariff uncertainty, the business is well positioned to enjoy strong
growth once markets recover especially as margins have clear scope to
strengthen. We are being paid to wait as strong cash generation has allowed
the company to continue to pay a healthy dividend to shareholders.

 

Serco is a leading global government outsourcer, providing a range of services
across defence, justice and immigration, citizen services, health and
facilities management and transport sectors. It operates globally but its key
markets comprise of the UK and US. The business employs 50,000 people in over
20 countries. The business has over 500 contracts with governments, and the
top 20 contracts account for nearly half of group revenues. Our investment
case is premised on continued strong demand for the outsourcing of public
services from governments running increasingly stretched budget deficits, an
under-leveraged balance sheet should provide optionality around M&A or
further cash returns and a valuation multiple which we believe
underappreciates the strong margins in its growing defence business.

 

Portfolio weightings

As at 31 May 2025, the portfolio was weighted by company size as follows:

 

                 Weighting %
                 31 May 2025  31 May 2024
 FTSE 100        0.0          0.0
 FTSE 250        84.5         77.7
 FTSE Small Cap  9.8          12.6
 FTSE AIM        15.9         21.2
 Gearing         (10.2)       (11.5)

 

Market outlook

After a year of elections across major economies it should come as no surprise
that global markets are set to remain volatile. New governments are in the
process of implementing the bold policy promises they campaigned on. In the
US, the start of Trump's second term has already brought trade policy shocks,
foreign policy reversals, multiple U-turns and cast doubt over Federal Reserve
independence with much of this being communicated via social media.
Unpredictable policymaking from the world's largest economy has raised
concerns around a global economic slowdown. As base rates are still
restrictive across major economies there is an obvious lever central bankers
can pull to stimulate demand. However, inflation is still sticky and central
bankers are taking a cautious approach to rate cuts while they wait to see how
policy changes, tariffs and tax cuts in the US and labour cost increases in
the UK manifest themselves in price growth. Lower oil and energy prices,
despite continued military conflict, are helping keep headline inflation at
bay.

 

Corporates and consumers are dealing with unprecedented uncertainty, which has
precipitated volatile readings in sentiment indicators, albeit from a position
of strength. Amongst UK consumers, savings ratios remain high and unemployment
relatively low. Moreover, corporate management teams remark that since the
pandemic they have become so accustomed to market upheaval that operating
frameworks are already in place for new challenges they may face. We take
comfort in this and the strong balance sheets of both corporates and
consumers, noting that they are intrinsically healthier than they were ahead
of the Global Financial Crisis in 2008-2009.

 

Geopolitics are set to remain challenging. Conflicts in Ukraine and the Middle
East are struggling to reach stable resolutions and heightened tensions
between China and the US persist. These themes are not new. What distinguishes
this year is the emerging challenge to US exceptionalism. The country's moral
leadership and economic dominance being called into question has manifested
itself in a weaker dollar and the potential for lower foreign investment in
the region. It is too early to say whether or not this will be an enduring
theme. In stark contrast, however, we believe UK exceptionalism is abating.

 

There is no denying that the Labour Government's 'honeymoon period' following
its landslide election victory was short-lived and that the Government is
faced with the challenge of reviving economic growth while walking a fiscal
tightrope. However, its recent focus on deregulation within the financial
services sector suggests that there are signs the government understands the
need to get the private sector back onside. Stable politics, a resetting of
the UK's relationship with the European Union, its largest trading partner,
investment in capital projects and a real focus on supply side reform should
attract business investment and foreign capital into the country. All else
being equal, a 1% shift in global equity allocations away from the US and into
the UK would drive a 25% uplift to assets in the market. The current dismal
allocations to UK small-cap equities mean small changes can make a material
difference in underlying valuations in this flows-driven part of the market.

 

After a lost decade in UK smaller companies, starting with uncertainty about
the EU referendum vote, we see good reasons why fortunes could change and
history will show that small caps perform best after periods of economic
dislocation. UK small-cap valuations remain attractive and sit well below
long-term averages. They also remain markedly depressed versus other developed
markets, even on a sector-adjusted basis. The persistent in-bound M&A
activity the market is experiencing tells you that many market players are
already taking notice and boards have never been keener to signal value
through share buybacks. The IPO market has remained quiet; a re-rating of the
broader market can quickly change this. Once the flywheel starts, it will be
hard to stop.

 

We acknowledge the uncertainty around economic conditions but feel confident
that our long-standing investment process will yield a well-diversified
portfolio of companies on attractive multiples that can deliver cash
generative growth. There is no shortage of investment opportunities in this
market and notwithstanding a difficult few years for performance, we remain
confident in our ability to generate significant value from a consistent and
disciplined investment approach which has delivered so powerfully over the
longer term.

 

Indriatti van Hien and Neil Hermon

Fund Managers

30 July 2025

 

INVESTMENT PORTFOLIO at 31 May 2025

 

 Ranking                                                                                                                      Valuation
                                                                                                                              2025       2024     Portfolio

 2025   2024   Company                                         Principal activities                                           £'000      £'000    %
 1      1      Paragon Banking                                 Buy-to-let mortgage provider                                   26,077     27,198   3.7
 2      5      Balfour Beatty                                  International contractor                                       23,311     21,541   3.3
 3      3      Bellway                                         Housebuilder                                                   22,919     25,039   3.3
 4      2      Mitchells & Butlers                             Hospitality operator                                           20,264     25,487   2.9
 5      14     Just Group                                      Enhanced annuity provider                                      16,987     13,623   2.4
 6      16     Volution                                        Producer of ventilation products                               16,568     12,651   2.4
 7      7      OSB Group                                       Buy-to-let mortgage provider                                   16,531     20,416   2.4
 8      8      Vesuvius                                        Ceramic engineering                                            14,230     19,520   2.0
 9      41     SigmaRoc(1)                                     Aggregates supplier                                            13,878     9,141    2.0
 10     17     Serco                                           Outsourcing services                                           13,850     12,446   2.0
 11     13     Chemring                                        Defence products & services                                    13,649     13,896   1.9
 12     4      Oxford Instruments                              Advanced instrumentation equipment                             12,598     22,330   1.8
 13     6      Future                                          Specialist print & digital media company                       12,312     21,200   1.8
 14     10     IntegraFin                                      Investment platform                                            12,036     14,918   1.7
 15     9      Gamma Communications                            Telecommunications                                             11,997     15,972   1.7
 16     23     Softcat                                         Software reseller                                              11,039     11,620   1.6
 17     63     Morgan Sindall                                  Diversified building contractor                                10,749     5,222    1.5
 18     29     QinetiQ                                         Defence services                                               9,955      10,840   1.4
 19     32     Bytes Technology                                Software reseller                                              9,834      10,626   1.4
 20     43     Rathbones                                       Private client wealth manager                                  9,559      8,726    1.4
 21     55     Wickes                                          DIY retailer                                                   9,086      6,622    1.3
 22     15     GB Group(1)                                     Data intelligence services                                     8,871      13,087   1.3
 23     40     MONY Group                                      Price comparison website                                       8,827      9,442    1.3
 24     11     Computacenter                                   IT reseller                                                    8,806      14,482   1.3
 25     70     Telecom Plus                                    Provider of consumer services                                  8,679      4,287    1.2
 26     27     Everplay(1)                                     Games software developer                                       8,648      11,284   1.2
 27     64     Moonpig                                         Online card & gift retailer                                    8,370      5,049    1.2
 28     30     Workspace                                       Real estate investment & services                              8,340      10,700   1.2
 29     36     ZIGUP                                           Commercial vehicle hire                                        8,131      9,838    1.2
 30     21     Genuit                                          Building products                                              8,129      11,713   1.2
 31     25     Savills                                         Property transactional consulting services                     7,976      11,400   1.1
 32     58     Avon Technologies                               Defence products                                               7,858      5,799    1.1
 33     39     Hollywood Bowl                                  Ten-pin bowling operator                                       7,736      9,570    1.1
 34     20     Bodycote                                        Engineering group                                              7,723      12,064   1.1
 35     56     Harworth                                        Urban regeneration & property investment                       7,702      6,364    1.1
 36     53     Keller                                          Ground engineering services                                    7,676      6,826    1.1
 37     -      Baltic Classifieds                              Online classifieds platform                                    7,653      -        1.1
 38     37     Watches of Switzerland                          Luxury watch retailer                                          7,606      9,830    1.1
 39     61     JTC                                             Fund administrator                                             7,366      5,400    1.0
 40     33     Victrex                                         Speciality chemicals                                           7,204      10,609   1.0
 41     -      Currys                                          Electronics retailer                                           7,175      -        1.0
 42     48     Serica Energy(1)                                Oil & gas exploration & production                             7,124      7,923    1.0
 43     -      AJ Bell                                         Investment platform                                            6,995      -        1.0
 44     46     Luceco                                          Electrical products                                            6,873      8,307    1.0
 45     35     Crest Nicholson                                 Housebuilder                                                   6,824      9,988    1.0
 46     18     Renishaw                                        Precision measuring & calibration equipment                    6,501      12,385   0.9
 47     24     Pagegroup                                       Recruitment company                                            6,468      11,440   0.9
 48     51     Clarkson                                        Shipping services                                              6,410      7,193    0.9
 49     94     Alfa Financial Software                         Leasing software                                               6,336      1,978    0.9
 50     68     DFS                                             Furniture retailer                                             6,198      4,600    0.9
 51     88     Domino's Pizza                                  Franchise operator of pizza outlets                            6,194      2,493    0.9
 52     60     Wilmington                                      B2B information provider                                       6,135      5,738    0.9
 53     62     Auction Technology                              Online auction software provider                               5,929      5,272    0.8
 54     50     Burford Capital(1)                              Litigation finance                                             5,859      7,267    0.8
 55     38     Hunting                                         Oil equipment & services                                       5,761      9,695    0.8
 56     72     Bridgepoint                                     Private equity fund manager                                    5,579      4,111    0.8
 57     26     Foresight                                       Specialist fund manager                                        5,330      11,376   0.8
 58     76     XPS Pensions                                    Pensions consultancy                                           5,254      3,795    0.7
 59     -      Genus                                           Animal genetics products & services                            5,196      -        0.7
 60     44     Trainline                                       Online ticket retailer                                         4,708      8,597    0.7
 61     -      Johnson Service Group(1)                        Hotel & workwear linen services                                4,561      -        0.7
 62     96     Hill & Smith                                    Fabricated metal products                                      4,477      1,578    0.6
 63     73     Stelrad                                         Radiator manufacturer                                          4,404      4,060    0.6
 64     64     Bloomsbury Publishing                           Consumer & academic publisher                                  4,316      4,227    0.6
 65     47     XP Power                                        Electrical power products                                      4,244      7,980    0.6
 66     -      Trustpilot                                      Consumer review platform                                       4,203      -        0.6
 67     74     Empiric                                         Student accommodation                                          4,113      3,847    0.6
 68     66     GlobalData(1)                                   B2B information provider                                       4,061      5,005    0.6
 69     75     RM                                              Education software & services                                  4,001      3,816    0.6
 70     -      Pinewood Technologies                           Automotive software & services                                 3,942      -        0.6
 71     67     AB Dynamics(1)                                  Automotive testing & measurement products                      3,904      4,927    0.6
 72     -      FRP Advisory(1)                                 Investment advisory services                                   3,838      -        0.6
 73     92     Capricorn Energy                                Oil & gas exploration & production                             3,833      2,021    0.6
 74     52     Harbour Energy                                  Oil & gas exploration & production                             3,738      6,930    0.5
 75     -      Raspberry Pi                                    Computer board manufacturer                                    3,521      -        0.5
 76     81     Advanced Medical Solutions(1)                   Medical supplies manufacturer                                  3,491      2,875    0.5
 77     -      Kitwave(1)                                      Distributor of food & drink products to the retail sector      3,486      -        0.5
 78     77     Helical                                         Office property investor & developer                           3,471      3,472    0.5
 79     80     ME Group                                        Vending equipment                                              3,432      2,925    0.5
 80     -      4imprint                                        Promotional products & services                                3,224      -        0.5
 81     59     SThree                                          Recruitment company                                            3,128      5,784    0.5
 82     -      Spire Healthcare                                Private healthcare services                                    3,122      -        0.5
 83     28     Next 15(1)                                      PR & media services                                            3,072      10,957   0.4
 84     84     Young & Co's share class A(1)                   Pub operator                                                   2,916      2,778    0.4
 85     100    Oxford Biomedica                                Gene & cell therapy                                            2,765      725      0.4
 86     78     Essentra                                        Industrial distributor                                         2,699      3,337    0.4
 87     83     Grainger                                        Residential property investor                                  2,609      2,869    0.4
 88     -      Niox1                                           Medical supplies manufacturer                                  2,564      -        0.4
 89     89     Young & Co's share class NV(1)                  Pub operator                                                   2,548      2,464    0.4
 90     -      Cohort(1)                                       Defence services                                               2,528      -        0.4
 91     86     Pebble(1)                                       Promotional products & services                                1,659      2,666    0.2
 92     12     Impax Asset Management(1)                       ESG-focused investment manager                                 1,569      14,322   0.2
 93     82     Benchmark Holdings(1)                           Aquaculture services                                           1,565      2,873    0.2
 94     90     Eurocell                                        Building products                                              1,553      2,318    0.2
 95     95     Tribal(1)                                       Educational support services & software                        1,408      1,964    0.2
 96     91     Pulsar(1)                                       Marketing services software provider                           1,178      2,238    0.2
               Total equity investments                                                                                        698,722             100.0

There were no convertible or fixed interest securities at 31 May 2025 (2024:
None).

1           Quoted on the Alternative Investment Market

PRINCIPAL RISKS AND UNCERTAINTIES

 

The Board, with the assistance of the Manager, has carried out a robust
assessment of the principal and emerging risks facing the Company which relate
to the activity of investing in the shares of smaller companies that are
listed (or quoted) in the United Kingdom. The directors seek assurance that
the risks are appropriately evaluated, their possible outcomes considered, and
that effective mitigating controls are in place. To support this process, the
Audit and Risk Committee ("ARC") maintains a detailed risk matrix which
identifies the substantial risks to which the Company is exposed and methods
of mitigating against them as far as practicable. The ARC considers the
Company's principal and emerging risks at each meeting, with a thorough review
at least once per year, using heat maps derived from the detailed risk matrix.
Every year each director undertakes an individual assessment of each risk. The
ARC collates and reviews the individual ratings, triggering fresh critical
debate. The Board regularly considers these and does not consider the
principal risks to have changed during the course of the reporting period and
up to the date of this report.

 

Throughout the year the Board has considered the impact of macroeconomic
events with a global impact and heightened market volatility, including US
trade tariffs and a global trade war, the ongoing ramifications of the
Russia/Ukraine war and extreme conflict in the Middle East. The Board has had
regard to the impact of mitigation measures on manufacturing supply lines and
on heightened uncertainty in the business environment. The Board has also
considered the wider consequences of economic uncertainty, disruption to
markets and society through artificial intelligence ("AI"), and the UK banks'
appetite for lending to the corporate sector.

 

While uncertainty remains around short-term economic conditions, the Board has
concluded that the Company's portfolio and the Manager's investment approach
should prove resilient. The Fund Manager's long-standing philosophy is that,
over the long term, smaller companies are able to deliver superior returns
than the broader market, driven by the fund management team's fundamental,
qualitative analysis, engagement with management teams and strong valuation
discipline.

 

The principal risks fall broadly under the following categories:

 

 Risk                                                                             Controls and mitigation
 Investment activity and strategy                                                 The Board reviews investment strategy at each board meeting. An inappropriate

                                                                                investment strategy (for example, in terms of asset allocation or the level of
                                                                                  gearing) may lead to underperformance against the Company's benchmark and the

                                                                                companies in its peer group; it may also result in the Company's shares
 Poor long-term investment performance (significantly below agreed benchmark or   trading at a wider discount to NAV per share. The Board manages these risks by
 market/industry average)                                                         ensuring a diversification of investments and a regular review of the extent

                                                                                of borrowings. JHI operates in accordance with investment limits and
                                                                                  restrictions determined by the Board; these include limits on the extent to

                                                                                which borrowings may be used. The Board reviews its investment limits and
 Loss of the Fund Managers or management team                                     restrictions regularly and the Fund Managers confirm their compliance with

                                                                                them each month. JHI provides the directors with management information,
                                                                                  including performance data and reports and shareholder analysis. The Board

                                                                                monitors the implementation and results of the investment process with the
 Impact of political, environmental, health or other emergencies (e.g.            Fund Manager, and regularly reviews data that monitor portfolio risk factors.
 pandemics, war and a changing macroeconomic environment) on the Company's

 investments

                                                                                  The Fund Managers reports to each board meeting on their close oversight of

                                                                                the portfolio, and more frequently in the event of a crisis. Performance is
 Unmanaged ESG activities and material climate-related (physical and              monitored by JHI's internal teams, any of which would escalate directly to the
 transition) impacts within portfolio companies                                   Board in the event of matters of concern. At each meeting, the Board reviews

                                                                                the Fund Manager's ESG engagement with portfolio companies and their
                                                                                  governance structures, ESG risks reports, and votes cast against management.

                                                                                The Board also reviews JHI's ESG-related marketing activity specific to the
 Market appetite - investment objective and/or policy not appropriate in the      Company.
 current market or not sought by investors resulting in a wide discount

                                                                                  The performance of the Company relative to its benchmark and its peers and the
                                                                                  discount/premium to NAV per share are key performance indicators measured by
                                                                                  the Board on a continual basis and are reported on in the Annual Report.

                                                                                  The Board obtains assurances from JHI that the UK Smaller Companies team is
                                                                                  suitably resourced, and the Fund Managers are appropriately remunerated and
                                                                                  incentivised in their roles. The Board also considers the succession plan for
                                                                                  the fund management team on an annual basis.

                                                                                  The Board considers that the risk relating to investment activity and strategy
                                                                                  has increased due to the portfolio's underperformance, as described in the
                                                                                  Annual Report.

 Legal and regulatory                                                             In order to qualify as an investment trust, the Company must comply with s1158

                                                                                Corporation Tax Act 2010 ("s1158"). A breach of s1158 could result in the
 Loss of investment trust status                                                  Company losing investment trust status and, as a consequence, capital gains

                                                                                realised within the Company's portfolio would be subject to corporation tax.
                                                                                  The s1158 criteria are monitored by the Manager and the results are reported

                                                                                to the directors at each board meeting. The Company must comply with the
 Breach of company law or UK Listing Rules resulting in suspension                provisions of the Companies Act 2006 (the "Act") and, as the Company has a
                                                                                  listing in the closed-ended investment funds category of the FCA's UK Listing
                                                                                  Rules and trades on the main market of the London Stock Exchange, the Company
                                                                                  must comply with the UK Listing, Prospectus and Disclosure Guidance and
                                                                                  Transparency Rules of the FCA.

                                                                                  A breach of the Act could result in the Company and/or the directors being
                                                                                  fined or becoming the subject of legal proceedings. A breach of the FCA Rules
                                                                                  could result in suspension of the Company's shares which would in turn lead to
                                                                                  a breach of s1158. The Board relies on its corporate secretary and its
                                                                                  professional advisers to ensure compliance with the Act and FCA Rules.

 Operational                                                                      Disruption to, or failure of, the Manager's accounting, dealing or payment

                                                                                systems or the custodian's records could prevent the accurate reporting and
 Failure of, disruption to or inadequate service levels by key third-party        monitoring of the Company's financial position. The Manager has contracted
 service providers                                                                some of its operational functions, principally those relating to trade

                                                                                processing, investment administration and accounting, to BNP Paribas. Details
                                                                                  of how the Board monitors the services provided by JHI and its other

                                                                                suppliers, and the key elements designed to provide effective internal control
 Cyber crime leading to loss of confidential data                                 and risk management, such as review of service providers' assurance reports,

                                                                                are explained further in the Annual Report.

 Breach of internal controls

                                                                                Cybersecurity is closely monitored by the ARC as part of quarterly internal
                                                                                  controls reports, and the ARC receives an annual presentation from JHI's Chief

                                                                                Information Security Officer.
 Impact of political, environmental, health or other emergencies (e.g.

 pandemics, war and a changing macroeconomic environment) on the operations

                                                                                  The Board monitors effectiveness and efficiency of service providers'
                                                                                  processes through ongoing compliance and operational reporting. There were no
                                                                                  disruptions to the services provided to the Company in the year under review.

 Financial instruments and the management of risk                                 By its nature as an investment trust, the Company is exposed in varying
                                                                                  degrees to market risk (comprising market price risk, currency risk and
                                                                                  interest rate risk), liquidity risk and credit and counterparty risk. An
                                                                                  analysis of these financial risks and the Company's policies for managing them
                                                                                  are set out in note 15 in the Annual Report.

 

EMERGING RISKS

At each meeting, the Board considers emerging risks which it defines as
potential trends, sudden events or changing risks which are characterised by a
high degree of uncertainty in terms of occurrence probability and possible
effects on the Company. Once emerging risks become sufficiently clear, they
may be treated as specific risks and enter the Company's matrix of significant
risks.

 

During the year, the directors agreed that emerging risks would include:

 

●          aggressive action taken by activist investors;

●          global market uncertainty/disruption arising from President
Trump's actions and policies; and

●          possible global conflict owing to escalated violence in the
Middle East.

 

The Board receives reporting on risks from the Manager and other service
providers in addition to any ad hoc reports on specialist topics from
professional advisors. The Board monitors effectively the changing risk
landscape and potential threats to the Company, from a corporate perspective,
with the support of regular reports and ad hoc reports as required, the
directors' own experience and external insights gained from industry and
shareholder events. The Fund Managers work with the Board to monitor the risk
landscape, and identify emerging risks from the perspective of their potential
impact on the portfolio and investee companies.

 

VIABILITY STATEMENT

The Company is a long-term investor. The Board believes it is appropriate to
assess the Company's viability over a five-year period in recognition of the
Company's long-term horizon and what the Board believes to be investors'
horizons, taking account of the Company's current position and the potential
impact of the principal risks and uncertainties as documented in the Strategic
Report in the Annual Report. The assessment has considered the impact of the
likelihood of the principal risks and uncertainties facing the Company, in
particular investment strategy and performance against benchmark, whether from
asset allocation or the level of gearing, and market risk, in severe but
plausible scenarios, and the effectiveness of any mitigating controls in
place.

 

When considering the viability of the Company over the next five years, the
Board took into account the liquidity of the portfolio, the borrowings in
place, and the Company's ability to meet liabilities as they fall due. The
assessment also included the duration of the Company's loan and borrowing
facilities and whether a breach of any covenants might impact the Company's
NAV and share price, recognising the current strength of the covenants,
liquidity of the portfolio and capital reserves available. The Board used a
five-year cash-flow forecast and sensitivity analysis to support its
deliberations.

 

The Board considers revenue and expense forecasts at each meeting, with
additional focus at the time of reviewing half-year and year-end results. At
the same time, the Board discusses the impact of decreases in revenue of up to
20% on the Company and the impact that would have on revenue and capital
reserves available to pay dividends.

 

The Board does not expect there to be any significant change in the principal
risks and adequacy of the mitigating controls in place, nor does the Board
envisage any change in strategy or objective or any events that would prevent
the Company from continuing to operate over the next five years; the Company's
assets are liquid, its commitments are limited and the Company intends to
continue to operate as an investment trust.

 

In coming to this conclusion, the Board has considered rigorously the
uncertainties facing the UK's domestic economy, inflation, the potential
impact of a global recession, US and global tariff reforms and potential trade
wars, risks associated with geopolitical instability, and conflicts in Ukraine
and the Middle East. The Board considers that these events highlight the
advantages of holding an investment trust. The Board does not believe these
factors will have a long-term impact on the viability of the Company and its
ability to continue in operation, notwithstanding the short-term uncertainties
these events have caused in the markets and specific shorter-term issues, such
as inflation, the cost-of-living crisis in the UK, uncertainties about
short-term economic growth and supply chain disruption.

 

The last continuation vote at the 2022 AGM was passed with the support of
99.2% of votes cast. The Board expects shareholders to support the Company's
continuation at the forthcoming AGM in October 2025, and subsequently the 2028
AGM, both of which are within the viability assessment period. The Chair,
Senior Independent Director and the Fund Managers have been meeting
extensively with shareholders this year to discuss recent changes to the fund
management team (as set out in the Chair's Statement in the Annual Report),
management of the Company's discount to NAV and the Company's investment
strategy and prospects. Feedback from these meetings suggests that
shareholders are supportive of the Company continuing in operation.

 

Based on their assessment, the directors have a reasonable expectation that
the Company will be able to continue in operation and meet its liabilities as
they fall due over the next five years to 31 May 2030.

 

FUTURE DEVELOPMENTS

The future success of the Company is dependent primarily on the performance of
its investment portfolio, which will, to a significant degree, reflect the
performance of the stock market and the skill of the Manager. While the
Company invests in companies that are listed (or quoted) in the United
Kingdom, the underlying businesses of those companies are affected by external
factors, many of an international nature. The Board's intention is that the
Company will continue to pursue its stated investment objective and strategy
as explained in the Annual Report.  The Chair's Statement and the Fund
Managers' Report give commentary on the outlook for the Company. Other
information on recommended dividends and financial risks is detailed in the
Strategic Report and in notes 9 and 15 to the financial statements.

 

RELATED-PARTY TRANSACTIONS

The Company's transactions with related parties in the year were with the
directors and the Manager. There were no material transactions between the
Company and its directors, and the only amounts paid to them were in respect
of remuneration and expenses. Remuneration is paid quarterly in arrears and
amounts for April and May 2025 were therefore accrued as at the year end.
There were no other outstanding amounts payable at the year end. Directors'
shareholdings are listed in the Annual Report.

 

In respect of the Manager's service provision during the year, other than fees
payable by the Company in the ordinary course of business and the facilitation
of marketing activities with third parties, there were no material
transactions with the Manager affecting the financial position of the Company.
More details on transactions with the Manager, including amounts outstanding
at the year end, are in the Annual Report.

 

 

STATEMENT OF DIRECTORS' RESPONSIBILITIES

Each director who is listed in the Annual Report confirms that, to the best of
his or her knowledge:

 

 ·           the financial statements, which have been prepared in accordance with
             International Accounting Standards in conformity with the requirements of the
             Companies Act 2006 on a going concern basis, give a true and fair view of the
             assets, liabilities, financial position and profit/loss of the Company; and

 ·           the Strategic Report and financial statements include a fair review of the
             development and performance of the business and the position of the Company,
             together with a description of the principal risks and uncertainties that it
             faces.

 

 

On behalf of the Board

Penny Freer

Chair of the Board

30 July 2025

 

 

 

STATEMENT OF COMPREHENSIVE INCOME

 

                                                                                 Year ended 31 May 2025        Year ended 31 May 2024
 Notes                                                                           Revenue   Capital             Revenue   Capital

                                                                                 return    return    Total     return    return    Total

                                                                                 £'000     £'000     £'000     £'000     £'000     £'000
 2      Investment income                                                        22,912    -         22,912    24,656    -         24,656

 3      Other income                                                             168       -         168       190       -         190

        (Losses)/gains on investments held at fair value through profit or loss  -         (61,211)  (61,211)  -         75,521    75,521

        Currency losses                                                          -         (3)       (3)       -         -         -
        Total income/(loss)                                                      23,080    (61,214)  (38,134)  24,846    75,521    100,367

        Expenses:

 4      Management fees                                                          (719)     (1,677)   (2,396)   (679)     (1,584)   (2,263)

        Other expenses                                                           (761)     -         (761)     (647)     -         (647)

        Profit/(loss) before finance costs and taxation                          21,600    (62,891)  (41,291)  23,520    73,937    97,457

        Finance costs                                                            (1,110)   (2,591)   (3,701)   (1,235)   (2,882)   (4,117)

        Profit/(loss) before taxation                                            20,490    (65,482)  (44,992)  22,285    71,055    93,340

        Taxation                                                                 (2)       -         (2)       5         -         5

        Profit/(loss) for the year and total comprehensive income                20,488    (65,482)  (44,994)  22,290    71,055    93,345

 5      Earnings/(loss) per ordinary share - basic and diluted                   27.89p    (89.13p)  (61.24p)  29.85p    95.14p    124.99p

 

 

The total columns of this statement represent the Statement of Comprehensive
Income, prepared in accordance with UK- adopted International Accounting
Standards in conformity with the requirements of the Companies Act 2006.

 

The revenue return and capital return columns are supplementary to this and
are prepared under guidance published by the Association of Investment
Companies.

 

All revenue and capital items in the above statement derive from continuing
operations. No operations were acquired or discontinued in the year.

 

The profit attributable to shareholders for the year disclosed above
represents the Company's total comprehensive income. The Company does not have
any other comprehensive income.

 

STATEMENT OF CHANGES IN EQUITY

                                                                 Retained earnings
                                                                           Capital

                                                                 Share     redemption   Capital    Revenue   Total

                                                                 capital   reserve      reserves   reserve   equity

 Notes   Year ended 31 May 2025                                  £'000     £'000        £'000      £'000     £'000
         Total equity at 1 June 2024                             18,627    26,794       682,267    19,652    747,340
         Total comprehensive income:                             -         -            (65,482)   20,488    (44,994)

         (Loss)/profit for the year
         Buyback of shares for cancellation                      (30)      30           (1,057)    -         (1,057)
         Buyback of shares to Treasury                           -         -            (46,961)   -         (46,961)
         Transactions with owners, recorded directly to equity:
 6       Ordinary dividends paid                                 -         -            -          (20,004)  (20,004)
         Total equity at 31 May 2025                             18,597    26,824       568,767    20,136    634,324

                                                                 Retained earnings
                                                                           Capital

                                                                 Share     redemption   Capital    Revenue   Total

 Notes                                                           capital   reserve      reserves   reserve   equity

         Year ended 31 May 2024                                  £'000     £'000        £'000      £'000     £'000
         Total equity at 1 June 2023                             18,676    26,745       612,810    17,156    675,387
         Total comprehensive income:                             -         -            71,055     22,290    93,345

         Profit for the year
         Transactions with owners, recorded directly to equity:
         Buyback of shares for cancellation                      (49)      49           (1,598)    -         (1,598)
 6       Ordinary dividends paid                                 -         -            -          (19,794)  (19,794)
         Total equity at 31 May 2024                             18,627    26,794       682,267    19,652    747,340

 

 

 

 

BALANCE SHEET

 

                                                                  At 31 May   At 31 May

                                                                2025          2024

 Notes                                                          £'000         £'000
         Non-current assets
         Investments held at fair value through profit or loss  698,722       833,368
         Current assets
         Receivables                                            6,183         11,763
         Cash and cash equivalents                              1,181         9,249
                                                                7,364         21,012
         Total assets                                           706,086       854,380
         Current liabilities
         Payables                                               (1,834)       (1,514)
         Bank loans                                             (20,133)      (55,744)
                                                                (21,967)      (57,258)
         Total assets less current liabilities                  684,119       797,122
         Non-current liabilities
         Financial liabilities                                  (49,795)      (49,782)
         Net assets                                             634,324       747,340
         Equity attributable to equity shareholders
 7       Share capital                                          18,597        18,627
         Capital redemption reserve                             26,824        26,794
         Retained earnings:
            Capital reserves                                    568,767       682,267
            Revenue reserve                                     20,136        19,652
         Total equity                                           634,324       747,340
 8       Net asset value per ordinary share                     926.2p        1,003.1p

 

 

 

 

STATEMENT OF CASH FLOWS

 

                                                                                            Year ended
                                                                                    31 May        31 May

                                                                                    2025          2024

 Notes                                                                              £'000         £'000
         Operating activities
         (Loss)/profit before taxation                                              (44,992)      93,340
         Add back interest payable                                                  3,701         4,117
         Loss/(profit) on investments held at fair value through profit or loss     61,211        (75,521)
         Losses on foreign currency                                                 3             -
         Purchases of investments                                                   (115,189)     (89,274)
         Sales of investments                                                       188,624       91,583
         (Increase)/decrease in receivables                                         (10)          36
         (Increase)/decrease in amounts due from brokers                            (2,542)       506
         Decrease/(increase) in accrued income                                      8,132         (9,113)
         Increase/(decrease) in payables                                            64            (54)
         Increase in amounts due to brokers                                         26            579
         Net cash inflow from operating activities before interest and taxation(1)  99,028        16,199

         Interest paid                                                              (3,859)       (3,968)
         Net cash inflow from operating activities                                  95,169        12,231
         Financing activities
         Buyback of ordinary shares                                                 (47,619)      (1,598)
 6       Equity dividends paid                                                      (20,004)      (19,794)
         (Repayment)/drawdown of bank loans                                         (35,611)      5,072
         Net cash outflow from financing activities                                 (103,234)     (16,320)
         Decrease in cash and cash equivalents                                      (8,065)       (4,089)
         Currency losses                                                            (3)           -
         Cash and cash equivalents at the start of the year                         9,249         13,338
         Cash and cash equivalents at the end of the year                           1,181         9,249

 

(1) In accordance with IAS 7.31, cash inflow from dividends was £22,228,000
(2024: £24,346,000) and cash inflow from interest was £171,000 (2024:
£198,000)

 

 

NOTES TO THE FINANCIAL STATEMENTS

 1    Accounting policies: Basis of preparation

      The Henderson Smaller Companies Investment Trust plc (the "Company") is a
      company incorporated and domiciled in the United Kingdom under the Companies
      Act 2006 (the "Act"). The Company is a single reporting entity and there is no
      ultimate controlling party. The financial statements of the Company for the
      year ended 31 May 2025 have been prepared in accordance with UK-adopted
      International Accounting Standards ("IAS") in conformity with the requirements
      of the Act. These comprise standards and interpretations approved by the IAS
      Board, together with interpretations of the IAS and Standing Interpretations
      Committee approved by the International Financial Reporting Standards ("IFRS")
      Interpretations Committee that remain in effect, to the extent that IFRS have
      been adopted by the United Kingdom.

      The financial statements have been prepared on a going concern basis and on
      the historical cost basis, except for the revaluation of certain financial
      instruments held at fair value through profit or loss. The principal
      accounting policies adopted are set out below. These policies have been
      applied consistently throughout the year. Where presentational guidance set
      out in the Statement of Recommended Practice (the "SORP") for investment
      trusts issued by the Association of Investment Companies (the "AIC") is
      consistent with the requirements of IFRS, the directors have sought to prepare
      the financial statements on a basis consistent with the recommendations of the
      SORP.

      Going concern

      The assets of the Company consist of securities that are readily realisable
      and, accordingly, the directors believe that the Company has adequate
      resources to continue in operational existence for at least twelve months from
      the date of approval of the financial statements. In coming to this
      conclusion, the directors have also considered the continued macroeconomic and
      geopolitical uncertainty, the nature of the Company's covenants, the strength
      of the Company's distributable reserves and the liquidity of the portfolio.

      The directors have concluded that the Company is able to meet its financial
      obligations, including the repayment of the bank loan, as they fall due for a
      period of at least twelve months from the date of issuance. As set out in the
      viability statement in the Annual Report, the Chair, Senior Independent
      Director and the Fund Managers have been meeting extensively with shareholders
      this year ahead of the continuation vote. Feedback from these meetings
      suggests that shareholders are supportive of the Company continuing in
      operation, and therefore supports the financial statements being prepared on a
      going concern basis.

      The Company's shareholders are asked every three years to vote for the
      continuation of the Company. An ordinary resolution to this effect was put to
      the Annual General Meeting ("AGM") held on 30 September 2022 and passed by a
      substantial majority of the shareholders. The next continuation vote will take
      place at the AGM in 2025.

 2    Investment income
                                                                                                                                                  2025                                        2024

      Income from companies listed or quoted in the United Kingdom:                                                                               £'000                                       £'000
                                                                                                                                      Dividends 21,5 23
                                                                                                                                                87  ,1
                                                                                                                                                    82
                                                                                                                                      Special   687 60
                                                                                                                                      dividends     2
                                                                                                                                      Property  638 87
                                                                                                                                      income        2
                                                                                                                                      distributi
                                                                                                                                      ons
      Total investment income                                                                                                                     22,912                                      24,656

 3    Other income
                                                                                                                                                  2025                                        2024

                                                                                                                                                  £'000                                       £'000

                                                                                                                                      Bank and  168 19
                                                                                                                                      other         0
                                                                                                                                      interest

 4    Management fees
                      2025                                                                        2024
                      Revenue                                   Capital   Total                   Revenue                                                                 Capital                     Total

                      return                                    return    return                  return                                                                  return                      return

                      £'000                                     £'000     £'000                   £'000                                                                   £'000                       £'000
      Management fee  719                                       1,677     2,396                   679                                                                     1,584                       2,263

                                                                                                                                                                                                      A summary of the
                                                                                                                                                                                                      management
                                                                                                                                                                                                      agreement is
                                                                                                                                                                                                      given in the
                                                                                                                                                                                                      Annual Report.

 5    Earnings/(loss) per ordinary share

      The earnings per ordinary share figure is based on the net loss for the year
      of £44,994,000 (2024: net profit of £93,345,000) and on 73,469,728 (2023:
      74,684,351) ordinary shares, being the weighted average number of ordinary
      shares in issue during the year.

      The earnings per ordinary share figure detailed above can be further analysed
      between revenue and capital, as below:
                                                                                                              2025                                                                    2024

                                                                                                              £'000                                                                   £'000
                                                                                                  Net revenue profit                                                                  20,488 22,
                                                                                                                                                                                            290
                                                                                                  Net capital (loss)/profit                                                           (65,48 71,
                                                                                                                                                                                      2)    055

                                                                                                  Net total (loss)/profit                                                             (44,99 93,
                                                                                                                                                                                      4)    345

                                                                                                  Weighted average number of ordinary shares in issue during the year                 73,469 74,
                                                                                                                                                                                      ,728  684
                                                                                                                                                                                            ,35
                                                                                                                                                                                            1

                                                                                                                                                                                      2025  202
                                                                                                                                                                                            4
                                                                                                  Revenue earnings per ordinary share                                                 27.89p 29.
                                                                                                                                                                                            85p
      Capital (losses)/earnings per ordinary share                                                            (89.13p)                                                                95.14p

      Total (loss)/earnings per ordinary share                                                                (61.24p)                                                                124.99p

      The Company has no securities in issue that could dilute the return per
      ordinary share. Therefore, the basic and diluted earnings per ordinary share
      are the same.

 6    Ordinary dividends
                                                                                                                          2025                                                                        2024

                                           Record Date                    Pay date                                        £'000                                                                       £'000
                      Final dividend 19.5p (2024: 19.0p)        30 August 2024        7 October 2024                                  14,505                                                                   14,

                                                                                                                                                                                        193
                      for the year ended 31 May 2024
                      Interim dividend of 7.5p (2024: 7.5p)     7 February 2025       7 March 2025                                    5,507                                                                    5,6

                                                                                                                                                                                        03
                      for the year ended 31 May 2025
                                                                Unclaimed dividends                                                                           (8)                                                               (2)
                                                                                                                                      20,004                                                                   19,
                                                                                                                                                                                                               794

      Subject to approval at the AGM, the proposed final dividend of 20.5p per
      ordinary share will be paid on 13 October 2025 to shareholders on the
      register of members at the close of business on 29 August 2025. The shares
      will be quoted ex-dividend on 28 August 2025.

      The proposed final dividend for the year ended 31 May 2025 has not been
      included as a liability in these financial statements. Under IFRS, the final
      dividend is not recognised until approved by shareholders.

      The total dividends payable in respect of the financial year which form the
      basis of the test under s1158 Corporation Tax Act 2010 are set out below:

                                                                                                                                                                          2025                        2024

                                                                                                                                                                          £'000                       £'000
      Revenue available for distribution by way of dividends for the year                                                                                                 20,488                      22,290
      Interim dividend for the year ended 31 May 2025: 7.5p (2024: 7.5p)                                                                                                  (5,507)                     (5,603)
      Final dividend for the year ended 31 May 2024: 19.5p                                                                                                                -                           (14,505)
      Proposed final dividend for the year ended 31 May 2025: 20.5p (based on
      65,261,042 shares in issue at 28 July 2025)

                                                                                                                                                                          (13,379)                    -
      Transfer to reserves                                                                                                                                                1,602                       2,182

 7    Share capital
                                                                                                                                                                                                      Nominal value

                                                                                      Shares entitled to dividend                     Total                                                           in issue

                                                                                                                                      Shares                                                          £'000

                                                                                                                                       in issue
                                                                          Issued ordinary shares at 25p each:
                                                                          At 1 June 2024                                              74,505,131                                      74,505 18
                                                                                                                                                                                      ,131  ,6
                                                                                                                                                                                            27
                                                                          Buyback for cancellation during the year                    (120,000)                                       (120,0 (3
                                                                                                                                                                                      00)   0)
                                                                          Buyback to be held in Treasury during the year              (5,897,157)                                     -     -
                                                                          At 31 May 2025                                              68,487,974                                      74,385 18

                                                                                                           ,131  ,5
                                                                                                                                                                                            97
      During the year the Company purchased 120,000 (2024: 196,665) of its own
      issued ordinary shares for cancellation and 5,897,157 of its own issued
      ordinary shares to be held in Treasury, at a total cost of £48,018,000 (2024:
      £1,598,000). Since the year end 3,226,932 shares have been bought back to be
      held in Treasury at a cost of £28,100,400.

 8    Net asset value ("NAV") per ordinary share
      The NAV per ordinary share is based on the net assets attributable to the
      ordinary shares of £634,324,000 (2024: £747,340,000) and on the 68,487,974
      ordinary shares in issue (excluding Treasury shares) at 31 May 2025 (2024:
      74,505,131). The Company has no securities in issue that could dilute the NAV
      per ordinary share.

      The movement during the year of the net assets attributable to the ordinary
      shares was as follows:

                                                                                                                                                              2025                                    2024

                                                                                                                                                              £'000                                   £'000
                                                                                                                                                  Net assets 747, 67
                                                                                                                                                  attributabl 340  5,
                                                                                                                                                  e to the       38
                                                                                                                                                  ordinary       7
                                                                                                                                                  shares at 1
                                                                                                                                                  June
                                                                                                                                                  Buyback of (46, -
                                                                                                                                                  shares to  961)
                                                                                                                                                  Treasury
                                                                                                                                                  Buyback of (1,0 (1
                                                                                                                                                  shares for 57) ,5
                                                                                                                                                  cancellatio     98
                                                                                                                                                  n              )
                                                                                                                                                  Net        (44, 93
                                                                                                                                                  (losses)/ga 994) ,3
                                                                                                                                                  ins for the     45
                                                                                                                                                  year
                                                                                                                                                  Ordinary   (20, (1
                                                                                                                                                  dividends  004) 9,
                                                                                                                                                  paid in the     79
                                                                                                                                                  year           4)

      Net assets attributable to the ordinary shares at 31 May                                                                                                634,324                                 747,340

 9    2025 Financial information
      The figures and financial information for the year ended 31 May 2025 are
      extracted from the Company's annual financial statements for that period and
      do not constitute statutory accounts. The Company's annual financial
      statements for the year to 31 May 2025 have been audited but have not yet been
      delivered to the Registrar of Companies. The Independent Auditor's Report on
      the 2025 annual financial statements is unqualified, does not include a
      reference to any matter to which the auditor drew attention without qualifying
      the report, and does not contain any statements under s498(2) or s498(3)
      Companies Act 2006.

 10   2024 Financial information
      The figures and financial information for the year ended 31 May 2024 are
      compiled from an extract of the published financial statements for that year
      and do not constitute statutory accounts. Those financial statements have been
      delivered to the Registrar of Companies, include the unqualified Independent
      Auditor's Report on the 2024 annual financial statements, do not include a
      reference to any matter to which the auditors drew attention without
      qualifying the report, and do not contain any statements under s498(2) or
      s498(3) Companies Act 2006.

 11   Annual Report
      The Annual Report for the year ended 31 May 2025 includes the Notice of Annual
      General Meeting and will be sent to shareholders in August 2025. Thereafter
      hard copies will be available from the corporate secretary at the Company's
      registered office: 201 Bishopsgate, London EC2M 3AE. The Annual Report is
      available at www.hendersonsmallercompanies.com
      (http://www.hendersonsmallercompanies.com)

 12   Annual general meeting ("AGM")

      The Company's AGM will be held at 11.30 am on Tuesday, 7 October 2025. The
      Board invites shareholders to attend the meeting at the registered office at
      201 Bishopsgate, London EC2M 3AE, or via videoconference if preferable. Only
      shareholders present in person or by proxy will be able to participate in the
      vote. The Fund Manager will present her review of the year and thoughts on the
      future and will be pleased to answer your questions, as will the Board.

      Instructions on attending the meeting in person or virtually, and details of
      resolutions to be put to the AGM, are included in the Notice of AGM in the
      Annual Report and are available at www.hendersonsmallercompanies.com. If
      shareholders would like to submit any questions in advance of the AGM, they
      are welcome to send these to the corporate secretary at
      itsecretariat@janushenderson.com (mailto:itsecretariat@janushenderson.com) .

 13   General Information

      Company Status

      The Henderson Smaller Companies Investment Trust plc is a UK domiciled
      investment trust company.

      ISIN number/SEDOL Ordinary Shares: GB0009065060/0906506

      London Stock Exchange (TIDM) Code: HSL

      Global Intermediary Identification Number (GIIN): WZD8S7.99999.SL.826

      Legal Entity Identifier (LEI): 213800NE2NCQ67M2M998

      Registered Office

      201 Bishopsgate, London EC2M 3AE

      Directors and Secretary

      The directors of the Company are Penny Freer (Chair of the Board), Kevin
      Carter (Senior Independent Director), Alexandra Mackesy (Audit and Risk
      Committee Chair), Victoria Sant, Michael Warren and Yen Mei Lim.

      The Corporate Secretary is Janus Henderson Secretarial Services UK Limited,
      represented by Johana Woodruff.

      Website

      Details of the Company's share price and net asset value, together with
      general information about the Company, monthly factsheets, insights,
      announcements, reports and details of general meetings can be found at
      www.hendersonsmallercompanies.com (http://www.hendersonsmallercompanies.com) .

      For further information please contact:

Indriatti van Hien and Neil Hermon  Dan Howe

      Fund Managers                       Head of Investment Trusts

      Janus Henderson Investors           Janus Henderson Investors

      Telephone: 020 7818 2220            Telephone: 020 7818 1818

      Harriet Hall

      PR Director, Investment Trusts

      Janus Henderson Investors

      Telephone: 020 7818 2919

 

 

Neither the contents of the Company's website nor the contents of any website
accessible from hyperlinks on the Company's website (or any other website) are
incorporated into, or form part of, this announcement.

 

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