REG - Mobius Inv.Trust PLC - Annual Report for the year ended 30 November 2025
09/03/2026 07:00
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RNS Number : 7560V Mobius Investment Trust PLC 09 March 2026
MOBIUS INVESTMENT TRUST
ANNUAL REPORT OF MOBIUS INVESTMENT TRUST PLC
FOR THE YEAR ENDED 30 NOVEMBER 2025
Mobius Investment Trust plc (the "Company" or "MMIT") today announces audited
results
for the year ended 30 November 2025
The statements below are extracted from the Company's annual report for the
year ended 30 November 2025 (the Annual Report). The Annual Report, which
includes the notice of the Company's forthcoming annual general meeting, will
be posted to shareholders on or around 18 March 2026. Members of the public
may obtain copies from Frostrow Capital LLP, 25 Southampton Buildings, London
WC2A 1AL or from the Company's website at www.mobiusinvestmenttrust.com
(http://www.mobiusinvestmenttrust.com) where up to date information on the
Company, including daily NAV, share prices and fact sheets, can also be found.
The Annual Report will be submitted to the Financial Conduct Authority and
will shortly be available in full, unedited text for inspection on the
National Storage Mechanism (NSM):
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)
Frostrow Capital LLP
Company Secretary
020 3709 8732
PERFORMANCE HIGHLIGHTS
As at As at
30 November 30 November
2025 2024
Net Asset Value per Ordinary share† 158.7p 150.4p
Share price 140.5p 138.0p
Discount to Net Asset Value per Ordinary share^ 11.5% 8.2%
† UK GAAP measure
^ Alternative performance measure, see Glossary.
Year ended Year ended (Annualised) Launch
30 November
30 November
1 October 2018
to 30 November
2025 2024 2025
Net Asset Value per Ordinary share total return*^ +6.9% +5.2% +7.5%
Share price total return*^ +3.2% +5.1% +5.4%
Comparator Index (MSCI Emerging Markets Mid Cap total return in sterling) +21.9% +6.6% +6.4%
Ongoing charges^ 1.4% 1.4%
Dividend per share - final 1.7p 1.7p
* Source: Morningstar.
^ Alternative performance measure, see Glossary.
COMPANY PERFORMANCE
During the five years to 30 November 2025
Historical performance for the five years ended 30 November
At 30 November 2021 2022 2023 2024 2025
Shareholder funds (£'000) 166,502 144,294 166,529 173,584 183,124
Net asset value per share 153.4p 134.2p 144.3p 150.4p 158.7p
Share price 154.5p 131.0p 132.5p 138.0p 140.5p
(Discount)/premium of share price to net asset value per share*^ 0.7% (2.4)% (8.2)% (8.2%) (11.5%)
Year ended 30 November 2021 2022 2023 2024 2025
Net asset value per share total return*^ +44.9% (12.3)% +8.5% +5.2% +6.9%
Share price total return*^ +50.0% (15.0)% +2.1% +5.1% +3.2%
Comparator index return/(loss)(#) +14.4 (4.2) +2.1 +6.6 +21.9
Ongoing charges^ 1.5% 1.5% 1.5% 1.4% 1.4%
* Source: Morningstar
^ Alternative Performance Measure, see Glossary.
# MSCI Emerging Markets Mid Cap net total return in sterling.
CHAIRMAN'S STATEMENT
Introduction
Dear Shareholders,
This Annual Report of Mobius Investment Trust plc ("MMIT", the "Company" or
the "Trust") covers the period from 1 December 2024 to 30 November 2025.
The year under review proved more challenging. Performance was impacted by
pronounced style headwinds, as markets favoured larger-cap and value stocks,
while many of the Company's high-quality, smaller-cap holdings lagged despite
continuing to deliver solid operational and earnings progress.
The year also included MMIT's voluntary redemption exercise, which saw a
higher-than-expected take-up of 43.1% of the issued share capital. The level
of participation reflected, in part, the composition of the shareholder
register at the time, including the presence of investors focused on
short-term discount opportunities. While this outcome was disappointing and,
as is often the case following such events, has contributed to increased
discount volatility in the near term, the Board remains focused on monitoring
the Trust's scale, liquidity and shareholder register and will keep under
review the range of measures available to support the Trust over time. More
information about the redemption exercise can be found in the Directors'
Report.
Against this backdrop, the Board remained in close dialogue with the
Investment Manager throughout the period to understand the drivers of
performance and to ensure that portfolio positioning remained consistent with
the Trust's long‑term investment philosophy. In particular, the Board sought
reassurance that periods of underperformance driven by style headwinds
reflected cyclical factors rather than any deterioration in underlying
fundamentals. The Board reviewed performance attribution in detail, questioned
assumptions around earnings and valuations, and examined how capital was
allocated in response to market dislocations.
In this context, the Board has been encouraged by the resilience and progress
demonstrated across the portfolio. A number of holdings continued to execute
well operationally, investing through the cycle, expanding capacity,
integrating acquisitions and strengthening competitive positions, with several
companies reporting results ahead of expectations and upgrading their
medium-term outlooks. At the same time, the Investment Manager remained
disciplined and active, using periods of volatility to reassess convictions,
engage closely with company management teams and selectively add to
high‑conviction positions where valuations became more attractive. The Board
views this ability to act decisively during periods of dislocation as a key
strength of the strategy.
As at 3 March 2026, the Trust's NAV per share total return since inception
stood at 72.5%, which compares to a return of 69.8% from the comparator
index.The Board remains convinced that the long-term investment case for the
strategy remains intact.
The re-ignited Middle East conflict makes markets even more volatile. In the
midst of this enhanced uncertainty the Board believes that the Trust's
strategy focusing on high-quality, fundamentally strong companies leaves the
Trust well positioned within an attractive emerging markets opportunity set.
Performance
The NAV per share and share price of MMIT returned 6.9% and 3.2% respectively
on a total return basis over the 12‑month period to 30 November 2025, with
the NAV per share reaching a high of 161.0p on 23 January 2025 and closing at
158.7p. The Investment Manager's Review provides further details on portfolio
and performance. MMIT traded at an average discount to NAV of 6.5% during the
year ended 30 November 2025, closing at a discount of 11.5%.
During the period, more than 191 engagement points have been raised with
companies, with governance being the most focused-on area as described in the
Investment Manager's Review.
Congratulations are in order for MCP for winning the AIC Shareholder
Communication Awards in the Best ESG Communication category.
Dividend
The Company made a revenue profit during the year and, as a result, the Board
recommends to shareholders the payment of a final dividend which allows MMIT
to comply with the investment trust rules regarding distributable income and
maintains the dividend at the same level as last year. Dividends and
distributions continue to be at the discretion of the Board from time to time.
At the forthcoming AGM the Board will propose a final dividend of 1.7 pence
per ordinary share which will be paid on 1 May 2026 to shareholders on the
register as of 7 April 2026. The associated ex-dividend date will be 2 April
2026.
The Board
I would like to thank my fellow Board members for their continued commitment
and diligent work in supporting the effective governance and oversight of the
Company, which remains central to safeguarding shareholders' interests and
supporting long-term outcomes.
After over seven years of serving as Chair of MMIT, and having been involved
since its inception, I have decided to step back from the role due to other
professional commitments. As set out in a Stock Exchange announcement on 4
February 2026, this transition has been carefully planned to ensure continuity
and stability, and I am pleased that Gyula Schuch will assume the role of
Chair following the conclusion of the forthcoming AGM. The Board believes this
orderly transition will ensure the continued strength and effectiveness of the
Trust's governance framework.
In line with best practice in corporate governance, the Board has continued to
focus on succession planning and Board composition. During the year, Diana
Dyer Bartlett was appointed as independent non-executive director to the Board
with effect from 17 March 2025 and has assumed the role of Chair of the Audit
Committee following Christopher Casey's resignation after the AGM on 15 May
2025. A qualified chartered accountant with extensive industry, financial and
audit expertise, Diana is a crucial addition to MMIT's Board of Directors,
bringing with her a wealth of experience in the sector and in listed and
private companies. She will take over from Gyula as Senior Independent
Director following the conclusion of the forthcoming AGM.
As announced on 4 February 2026, the Board has appointed a further
independent, non-executive director, Sophie Wright, with effect from 1 April
2026. Sophie has wide experience in risk management and governance in the
Financial Services sector and will be a welcome addition to the Board of MMIT,
further strengthening the Board's oversight and governance capabilities.
Sophie will stand for election by shareholders at the forthcoming AGM and,
following the conclusion of the AGM, will take over from Gyula as Chair of the
Management Engagement and Remuneration Committee.
Shareholder engagement
Maintaining regular and constructive engagement with shareholders remains a
key priority for the Board. In the period leading up to the Company's recent
redemption exercise, the Board engaged with shareholders to understand their
perspectives and to ensure that the rationale, mechanics and implications of
the facility were clearly communicated. The Board will continue to prioritise
open dialogue with shareholders, including through meetings, investor events
and ongoing engagement alongside the Investment Manager and the Broker.
Administrator and Company Secretary
With effect from 26 May 2026, Frostrow Capital LLP will no longer provide
administration, company secretarial and marketing services to the Company. In
its place, the Board is in the process of appointing Apex Group, which will
also provide a new Registered Office, the address of which can be found at the
back of the Annual Report.
The Board thanks Frostrow Capital LLP for the guidance and support provided
since the inception of MMIT and looks forward to working with the team of Apex
Group.
Discount Management and Capital Allocation
The Board continues to monitor closely the Trust's discount to net asset value
per share and its implications for shareholders. To date, the Board has not
considered share buybacks to be a compelling or effective tool for managing
the discount but will continue to monitor the market and assess this option to
manage the discount. However, the Company operates a triennial 100% redemption
facility for shareholders, the last one being 1 December 2025. At the 2026 AGM
a resolution will be proposed to increase the frequency of the redemption
programme to every two years, with the next redemption taking place at the end
of 2027.
The Board firmly believes that long-term investment performance remains the
most effective and durable means of addressing the Trust's discount. While
style headwinds have weighed on sentiment, the Board remains confident in the
Investment Manager's ability to deliver differentiated, sustainable returns
over time through a disciplined and active investment approach.
Annual General Meeting
The seventh AGM of the Company will take place at 12.00 noon on Monday, 13
April 2026 at 25 Southampton Buildings, London WC2A 1AL. The Notice convening
the AGM together with explanations of the proposed resolutions can be found at
the end of this document. My fellow Directors and I are looking forward to
meeting shareholders at the AGM.
Changes to the Articles of Association
The Board is proposing to amend the Articles to reflect the proposed change to
the Company's periodic redemption facility from a triennial cycle to a
biennial cycle, as announced by the Company on 21 October 2025. If the
amendments are approved at the forthcoming AGM, the Company's next voluntary
redemption facility will occur in 2027 and every two years thereafter.
Furthermore, in light of recent activity by activist investors, the Board is
proposing to make amendments to its Articles to introduce a contingency
process in the event that, following its annual general meeting or any other
general meeting, the Company is left with no directors, or fewer than the
minimum number of directors required by law or the Articles.
In such circumstances, the proposed amendments provide for the automatic and
temporary appointment or re‑appointment of the minimum number of individuals
required to fill the vacancies, drawn from those who stood for appointment or
were removed at the relevant general meeting, prioritising those who received
the greatest level of shareholder support. The Board will then be required to
appoint new, replacement directors as soon as possible following the meeting,
after which the temporary directors will retire. This process ensures that
shareholder decisions regarding the composition of the Board are respected,
while also safeguarding the orderly management and legal standing of the
Company.
This approach has been informed by recent guidance from the Association of
Investment Companies (AIC), which has specifically recommended that investment
companies review and, where necessary, amend their articles to ensure the
company can continue to operate if insufficient directors are elected or
re-elected at a general meeting.
The principal changes proposed to be introduced in the Articles, and their
effect, are set out in more detail in the Directors' Report below.
Outlook
The MENA* region is currently experiencing significant volatility and
increased instability due to the military escalation involving Iran. The Trust
has no direct investment in any company listed in the region's stock
exchanges, as to date we have found more attractive opportunities aligned with
our investment criteria elsewhere. However, developments may impact energy
prices and supply chains and have secondary effects in the wider market.
Nevertheless, in the next period, the Board believes that the performance of
emerging market equities will be driven by cyclical factors including a weaker
USD, a relaxation in monetary policy and growth trends driven by further
investments in digitalisation and technology. Economic growth in EM is
expected to outpace developed markets supported by stronger demographics
fuelling domestic consumption and increasing investments in infrastructure and
manufacturing as well as digital transformation. As global demand improves
this should drive earnings for emerging markets companies.
The investment case is supported by emerging markets equities valuations
trading at a significant discount to developed markets. While global investors
continue to be heavily concentrated in US mega-caps dominating the indexes,
2026 offers an opportunity for EM equities to have a more important role in
portfolios. The weaker trend of the USD - possibly further supported by
forthcoming cuts in FED rates - have the possibility to improve emerging
market companies' financial conditions, lowering their cost of debt and their
imported inputs costs.
In addition, global supply chain diversification, AI and semiconductors
investments, increasing digitalisation and energy transition investments are
supporting structural growth in many countries.
Some large markets such as India will benefit from domestic demand strength
and reform momentum while some Asian tech-based economies like Korea or Taiwan
will remain focal points in global supply chains.
In 2026 the Board expects to see a further divergence of China from other
emerging economies. Structural headwinds such as a subdued property sector,
demographic pressures, regulations difficulties and uncertainty and a modest
private sector confidence will affect the outlook for Chinese equities.
Without a more explicit and robust support for domestic consumption and
private sector investments Chinese valuations will have difficulties to
re-rate and improve valuations.
On the other hand, we expect to see companies in countries such as South
Korea, India and Taiwan which remain at the core of the global AI,
semiconductor and manufacturing cycles improve performance and continue to
deliver strong earnings growth.
Against this setting, the Board believes that the Trust's focus on
high-quality, fundamentally strong businesses, combined with a disciplined and
active investment approach, leaves the portfolio in the right position should
market leadership broaden beyond the narrow areas that have dominated returns
in recent periods. While near-term conditions remain uncertain, the Board
considers that the Trust's strategy and active oversight provide a sound
framework for capturing the opportunities presented by the current investment
environment in emerging markets.
Maria Luisa Cicognani
Chair
6 March 2026
* The MENA region (Middle East and North Africa) covers Kuwait, UAE, Qatar,
Oman, Saudi Arabia and Bahrain, Jordan, Egypt, Morocco, Tunisia and Lebanon as
per the MSCI MENA indices.
INVESTMENT OBJECTIVE AND POLICY
Investment objective
The Company's investment objective is to achieve long-term capital growth and
income returns predominantly through investment in a diversified portfolio of
companies exposed directly or indirectly to emerging or frontier markets.
Investment policy
Asset allocation
The Company seeks to meet its investment objective by investing in a
diversified portfolio of companies exposed directly or indirectly to emerging
or frontier markets. The Company invests predominantly in:
· companies incorporated in and/or traded on stock exchanges
located in emerging or frontier markets; or
· companies which have the majority of their operations, or earn a
significant amount of their revenues in, emerging or frontier markets but are
traded on stock exchanges located in developed countries.
The Company focuses on small to mid-cap companies. The Company may invest in
pre-IPO and unlisted companies subject to the investment restrictions detailed
below.
In pursuing its investment objective, the Company may:
· invest in equity or equity related securities (including
preference shares, convertible unsecured loan stock, warrants and other
similar securities);
· hedge against directional risk using index futures and/or cash;
· hold bonds and warrants on transferable securities;
· utilise options and futures for hedging purposes and for
efficient portfolio management;
· enter into contracts for differences;
· hold participation notes;
· use forward currency contracts; and
· hold liquid assets.
Notwithstanding the above, the Company does not intend to utilise derivatives
or other financial instruments to take short positions, nor to increase the
Company's leverage in excess of the limit set out in the borrowing policy.
The Company does not track or mirror any index or benchmark and, accordingly,
the Company is frequently overweight or underweight in certain investments, or
concentrated in a more limited number of sectors, geographical areas or
countries, when compared with a particular index or benchmark.
The Company focuses on companies that have:
· a resilient business model and sound management;
· the possibility for operational and environmental, social and
governance ("ESG") improvements;
· the potential to improve competitive advantages and cash flow
generation; and
· stakeholders that are open to, and have an interest in, positive
change.
The Company, through its Investment Manager, seeks to unlock value in investee
companies by actively partnering with them through a governance-oriented
approach, seeking to act as a catalyst for broader ESG improvements.
The Company does not expect to take controlling interests in investee
companies.
The Company seeks to provide shareholders with exposure to a portfolio which
is appropriately diversified by geography and sector to achieve an appropriate
balance of risk over the long term. The Company's portfolio typically
comprises approximately 20 to 30 investments. The Company at all times invests
and manages its assets in a manner which is consistent with the objective of
spreading and mitigating investment risk.
Investment restrictions
The Company observes the following investment restrictions, each calculated at
the time of investment:
· no more than 10 per cent of Gross Assets are invested in a single
company;
· no more than 35 per cent of Gross Assets are invested in
companies incorporated in or traded on an exchange in or otherwise primarily
exposed to a single emerging or frontier market; and
· no more than 15 per cent of Gross Assets are invested in
companies that are not traded on a stock exchange.
In compliance with the Listing Rules, no more than 10 per cent, in aggregate,
of Gross Assets may be invested in other investment companies which are listed
on the Official List.
Borrowing
The Company may deploy leverage of up to 20 per cent of Net Asset Value
(calculated at the time of borrowing) to seek to enhance long-term capital
growth and income returns and for the purpose of capital flexibility. The
Company's leverage is expected to primarily comprise bank borrowings but may
include the use of derivative instruments and such other methods as the Board
may determine.
Hedging
The Company's reporting currency and share price quotation is Sterling.
However, the Company makes investments denominated in currencies other than
Sterling. In addition, the majority of the income from the Company's
investments is generated in currencies other than Sterling.
The Company does not intend to hedge currency risk in respect of the capital
value of its portfolio or in respect of its Sterling distributions. However,
the Company reviews its hedging strategy on a regular basis. The Company does
not engage in currency trading for speculative purposes.
Cash management
Whilst it is the intention of the Company to be fully or near fully invested
in normal market conditions, the Company may hold cash on deposit and may
invest in cash equivalent investments, which may include short-term
investments in money market type funds and tradeable debt securities ("Cash
and Cash Equivalents").
There is no restriction on the amount of Cash and Cash Equivalents that the
Company may hold and there may be times when it is appropriate for the Company
to have a significant cash or cash equivalent position instead of being fully
or near fully invested.
Investment policy commentary
Borrowing
There was no borrowing during the year under review or after the year end, nor
have any derivatives been used.
Hedging
The Investment Manager does not use currency hedging products in the portfolio
but manages currency risk through "natural hedging" by maintaining a
geographically diversified portfolio. The Investment Manager closely monitors
all portfolio companies on a daily basis and is in a regular dialogue with
portfolio companies on a range of issues, including currency hedging.
Analysing currency risk is an integral part of the Investment Manager's
macroeconomic framework and is fully integrated throughout the investment
process.
Breaches
In the event of a breach of the investment policy set out above and the
investment and leverage restrictions set out therein, the Investment Manager
shall inform the Board upon becoming aware of the same and if the Board
considers the breach to be material, notification will be made to the London
Stock Exchange via a Regulatory Information Service.
During the year under review, no material breaches of the investment policy
occurred.
Changes to the investment policy
No material change will be made to the investment policy without the approval
of shareholders by ordinary resolution.
INVESTMENT MANAGER'S REVIEW
"The best time to buy quality stocks is now"
- Ruchir Sharma in the Financial Times, 01.12.25
Thank you for your support, whether you joined us at the beginning or along
the way during our seven-year journey. Since our inception in 2018, our
objective has remained unfaltering - to achieve long-term performance by
identifying high-quality, innovative, under-researched mid-cap compounders
with strong fundamentals that are not typically found in the benchmark. This
philosophy has driven strong results over prior years, culminating in 35.2%
outperformance against the MSCI EM Mid Cap Index in GBP terms by the end of
2024.
However, 2025 played out differently despite it being the year that emerging
markets finally ended a decade of underperformance versus developed markets.
Yet this headline performance seems to mask a narrow and uneven rally which
has been largely driven by 1) a narrow group of mega-cap tech names; 2) a
global shift particularly into memory and AI related businesses; 3) a rotation
away from quality into value sectors and stocks amid heightened volatility; 4)
a rally in Chinese-listed tech companies initially driven by excitement around
the "Deep Seek moment", but also driven by stimulus measures, valuations and
increased liquidity rather than earnings growth/revisions.
As can be typical during early recovery phases, the largest and most liquid
companies often attract the initial inflows back into the asset class, and
within the MSCI EM Index, the top five holdings (TSMC, Samsung, SK Hynix,
Tencent and Alibaba) accounted for 42% of returns in 2025, none of which are
held in MMIT.
However, we believe we deliver greater value to our investors by identifying
companies typically not accessible through mainstream strategies or
benchmark-driven approaches. In particular, we focus on lesser-known and
under-covered small- and mid-cap stocks in emerging markets.
By doing so, we operate in a universe that is often under-researched, with
limited sell-side coverage, reduced visibility and minimal overlap with major
benchmarks. This lack of broad market coverage can often lead to mispricing,
creating opportunities to generate alpha by identifying undervalued companies
with strong fundamentals.
During 2025, the strategy's emphasis on quality encountered significant style
headwinds, with quality stocks - especially within emerging markets -
suffering one of their worst periods of relative underperformance compared
with the broader benchmark.
In 2025, smaller companies, particularly growth-oriented businesses in the
technology sector, were disproportionately affected by continued macroeconomic
and geopolitical uncertainty. Investor risk appetite remained constrained,
with capital rotating towards perceived safe-haven assets such as gold and
towards larger, more liquid equities viewed as more resilient in volatile
markets. During this period, market leadership favoured sectors such as banks,
commodities and defence-related industries, supported by higher interest
rates, elevated fiscal and defence spending, and ongoing geopolitical
tensions. This defence-led rotation provided relative support to parts of the
industrials and commodities sectors. These areas, which are deliberately
excluded from the portfolio due to their regulatory complexity, capital
intensity and limited pricing power, were generally trading on lower valuation
multiples and, as a result, tended to be more resilient during periods of
market correction.
Additionally, China was a major contributor to emerging-market performance in
2025, accounting for approximately 25% of MSCI Emerging Markets Index gains in
USD terms while representing around 23.6% of the index. However, we believe
the rally has been driven primarily by valuation expansion, improved sentiment
and policy support rather than a sustained improvement in underlying
fundamentals such as earnings growth. Economic data remains weak, highlighting
a disconnect between market performance and a meaningful recovery, and gains
have been concentrated largely in the technology sector, where valuations have
become less compelling.
Structural risks also remain in the Chinese market, including the potential
for abrupt and unpredictable regulatory intervention, as experienced in 2021.
Against this backdrop, we continue to approach the market with caution, while
remaining open to deploying capital where individual companies meet our
quality, governance and valuation criteria, without compromising discipline in
pursuit of exposure.
Furthermore, performance was negatively impacted by our exposure to the
software /IT services sector (19.3% of MMIT versus 1.9% for the MSCI EM Mid
Cap Index as of 30 November 2025). The sector experienced tariff-related
volatility, which led many corporates to delay IT spending decisions into
2026. As Gartner, a leading independent IT research and advisory firm, has
noted, this resulted in "a business pause on net-new spending due to a spike
in global uncertainty."
Looking ahead, Gartner forecasts global IT spending growth of 9.8% in 2026. We
view the recent weakness as cyclical, with recovery prospects supported by
AI-driven demand and the resumption of previously deferred projects.
Due to the combination of all these factors, relative performance this year
has not matched the strong returns delivered in prior periods. While
disappointing, such outcomes are not unusual when investing with a high active
share. While such divergence can be uncomfortable in the short term, as it has
been this year, it can also be a fundamental driver of long-term results.
Periods of material underperformance have occurred before and have been
followed by substantial relative gains as stock-specific fundamentals have
driven returns. This is reflected in the trust's since-inception
outperformance of 11.8 percentage points against the MSCI EM Mid Cap Index
(GBP) as of the end of the reporting period, despite 2025's drawdown.
On Average, Style Headwinds Have Driven Valuation Compression
Companies Trading at a Discount to Historical Valuations Despite Strong
Earnings Growth
Top 10 12M Forward Premium / Discount Earnings Earnings
P/E to 2Y Avg. P/E Growth '26 (%) Growth '27 (%)
1 CLASSYS 20.7 -16% 39.3 23.3
2 E Ink 15.7 -31% 17.6 18.5
3 Trip.com 17.8 8% 29.0* 13.2
4 EPAM Systems 16.6 -11% 8.8 11.1
5 LEENO Industrial 29.3 1% 17.2 20.0
6 APL Apollo Tubes 39.1 5% 26.3 20.4
7 Raia Drogasil 24.6 -5% 27.5 24.6
8 Nuvama 22.5 -3% 19.0 19.8
9 360 ONE WAM 34.0 3% 15.0 19.1
10 Lotes 15.3 -9% 36.5 17.8
Source: Bloomberg, MCP as of 31 December 2025. * Adjusted
In this environment, the portfolio's underlying fundamentals remain strong.
Market consensus forecasts a 23% EPS CAGR for the average portfolio company
over the next three to five years, underpinned by strong balance sheets and
profitability, including a three-year average ROE of 28%, net debt/EBITDA of
-0.5 and net profit margins of 16%. In several cases, companies delivered
results ahead of expectations during the year to 30 November 2025 and saw
earnings estimates revised upwards, yet share price performance has remained
subdued due to the macro headwinds described above.
Periods such as these - following a challenging year but characterised by
resilient fundamentals and improving growth prospects - are often when
long-term opportunities in high-quality businesses begin to emerge. This
dynamic has been highlighted by various market commentators, including Ruchir
Sharma in his quote above.
Performance:
The NAV per share and share price of MMIT returned 6.9% and 3.2% respectively
on a total return basis over the 12‑month period to 30 November 2025, with
the NAV per share reaching a high of 161.0p on 23 January 2025 and closing at
158.7p. MMIT traded at an average discount to NAV of 6.5% during the year
ended 30 November 2025, closing at a discount of 11.5%.
Over the reporting period, the top three contributors to MMIT's total NAV
return were Taiwanese speciality materials supplier Elite Material (+4.8%),
Taiwanese testing equipment maker Chroma ATE (+3.2%) and Korean semiconductor
test sockets and pins producer LEENO Industrial (+3.2%). Elite Material
benefited from ongoing order momentum from its core application-specific
integrated circuits (ASIC) and graphical processing unit (GPU) clients.
Chroma's share price was driven by ongoing upgrades to datacentre power
infrastructure - as key tester provider to the two leading vendors of power
components, this driver is expected to continue in 2026. LEENO has driven
growth through a rising contribution of R&D projects beyond the firm's
traditional smartphone processor focus, demonstrating strong potential to win
new, high-end projects in AI / high performance computing.
The main detractors to performance were Taiwanese electronic ink provider E
Ink (-2.3%), software provider EPAM Systems (-1.6%) and Thai software provider
Bluebik (-1.6%). E Ink's share price correction during the year, despite a
relatively strong demand outlook and solid performance, can be attributed to
concerns over demand for Electronic Shelf Labels (ESL), the company's ability
to scale large-format signage, and the impact of tariffs and China-related
risks on the consumer electronics segment. We remain positive about the
business due to its strong and defensible competitive moats as the cheapest,
quickest and most tech advanced supplier of E-paper, as well as increased
benefits from the higher margins generated by ESLs as this segment grows. EPAM
and Bluebik both experienced a challenging start to the year due to a slowdown
in corporate IT spending, which was further exacerbated by uncertainty
surrounding tariffs. Bluebik also suffered the challenging macroeconomic
environment in Thailand which is limiting opportunities for growth. This led
to a change in the investment thesis and MMIT exited its position in the
company in Q3. Despite EPAM's weak share price at the beginning of the year,
the company has since reported strong results and remains optimistic about
2026.
Portfolio Overview:
As of 30 November 2025, MMIT has invested 93.6% of capital with 24 holdings
across 9 countries. The largest geographic exposure was Taiwan (23.5%),
followed by India (22.2%) and South Korea (18.4%). The team continues to find
the most high-conviction ideas in Asia. The region accounts for over 60% in
the portfolio. The largest sector exposure was in technology (51.7%), which we
believe is well diversified across various segments. This was followed by
financials (10.1%) and healthcare (9.5%).
One-way turnover during the reporting period was 28%, above our long-term
target of below 10% and higher than in prior years. This reflected exceptional
market conditions in 2025, including the volatility surrounding "Liberation
Day", which created both opportunities and risks across the portfolio.
Active portfolio management remained central to our process. We revisited each
investment case, reassessing attribution, exposures, earnings assumptions and
valuations. This resulted in both new initiations (KPIT, CarTrade, Raia
Drogasil, CI&T, KEI Industries, Trip.com, ASPEED and TCBS) and a number of
exits as conditions evolved.
We initiated positions where short-term dislocations created attractive entry
points into high-quality businesses. For example, we added CarTrade in March
2025 at a discount to historical valuation levels. The position contributed
+2.3% to year-to-date performance, and we exited earlier than our typical
holding period as the shares reached our target price more quickly than
anticipated - a decision that proved prudent as the stock subsequently
declined.
Position sizing remained a key tool. We increased exposure to high-conviction
holdings during weakness and trimmed positions as valuations approached fair
value. Companies such as Chroma, Elite, Park Systems, E Ink and Classys
exemplified this disciplined approach.
Conversely, we reduced or exited holdings where macro or company-specific
developments altered the risk-reward profile. In particular, the uncertainty
following Liberation Day contributed to exiting selected software exposures
amid delayed corporate IT spending. We also exited Turkish positions such as
Logo and Mavi after reaching target prices and with rising Turkey-specific
risks further informing our decision. Together, these holdings contributed 5%
to overall performance since inception.
Engagement & ESG+C(®1)
We are delighted to share that MMIT has won the AIC's 2025 Shareholder
Communication Award for Best ESG Communication. In its announcement, the AIC
highlighted MMIT's ESG reporting for its original and engaging approach,
noting the sophisticated content that avoids the repetition typical of some
ESG documents. The judges commended MMIT for clearly demonstrating how ESG
integration contributes to stock-picking decisions rather than just serving as
a compliance exercise. This recognition underscores our conviction that
meaningful ESG integration in emerging markets requires deep, forward-looking
research - not the box-ticking methods common among passive investors -
reflected in our reporting. Therefore, our engagement approach is based on
open and collaborative dialogue with portfolio companies.
As a result of our long-term, active approach, we have continued to see
positive outcomes from our interactions with management teams this reporting
period. Many of these were highlighted in the interim report, however,
numerous additional accomplishments have been realised since then.
EPAM Systems was named one of Glassdoor's Top 10 Best-Led Companies of 2025,
recognising strong, transparent, and empowering leadership as the foundation
of an exceptional employee experience. Additionally, ASPEED released its 2024
ESG report, highlighting an average employee salary of NTD 5.459 million-the
highest among listed companies in Taiwan- and its "Women in Technology
Cultivation Project," an initiative dedicated to fostering female talent in
the tech industry.
Meanwhile, KEI Industries has earned recognition at the prestigious League of
American Communications Professionals Spotlight Awards 2025, for setting new
industry standards in corporate reporting and communications, securing a
worldwide rank of 39 out of 100 entries.
On the environmental front, Chroma held its first supply chain ESG promotion
meeting to advance a low-carbon ecosystem, signed a green power agreement with
a leading renewable energy supplier to reach net-zero office emissions by
2030, and announced and signed a Biodiversity and Zero Deforestation Policy.
Elite Material cut energy use per sales unit by 23% and emissions intensity by
30% year-on year and was newly included in the FTSE4Good TIP Taiwan ESG Index.
E Ink advanced its low-carbon operations across Taiwan and China, securing the
LEED Gold Certifications for its Hsinchu and Yangzhou sites. The Yangzhou site
features water-saving fixtures and rainwater harvesting, collecting about
56,000 tons of water annually for irrigation, solar panel cleaning, and
general use. E Ink also achieved double "A List" recognition from the Carbon
Disclosure Project (CDP). Furthermore, E Ink awarded its first Innovation
Prize at MIT Solve 2025, supporting the advancement of global technology-based
solutions and sustainability goals. Through this partnership, E Ink has
committed up to $300,000 in funding over three years to support social
entrepreneurs developing solutions that incorporate ePaper technology.
Several portfolio companies were recognised for their innovation and strategic
partnerships. eMemory was named TSMC's 2025 Open Innovation Platform(®)
Partner of the Year for the 16th consecutive year in the Specialty Embedded
Memory IP category. FPT announced multiple milestones, including a joint
venture with Smart Holdings in Japan, new SAP PartnerEdge Sell Partner status
in Singapore, Malaysia, and Thailand, and a Select Tier Partnership with
Databricks to enhance data and AI capabilities.
CI&T was selected as one of 19 global leaders in the AWS Generative AI
Partner Innovation Alliance, appointed Digital Agency of Record for Volkswagen
of America, named Rising Star in ISG's 2025 Automotive and Mobility Services
Report, and named a major contender in Two Everest Group AI Application PEAK
Matrix(®) Assessments for 2025.
1 Environmental, Social, Governance and Corporate Culture
Proxy Voting
The MCP team carefully evaluates companies in global markets, taking into
account different governance frameworks and market dynamics. Beyond voting,
they proactively engage with all stakeholders, fostering dialogue on
governance best practices and long-term value creation. During the reporting
period, 286 proxies were voted, with 245 in favour, demonstrating support for
growth strategies and governance initiatives. Where appropriate, 20 votes were
cast against proposals, demonstrating a commitment to challenging practices
that are not in the best interests of shareholders. The proposals voted
against fall into categories such as director elections and director-related
items, as well as executive remuneration and compensation-related items,
including remuneration policies and stock option or ESOP plans. The team
abstained on 20 votes and withheld one vote. Further details can be found in
MCP's Stewardship Report.
This approach underlines the Company's commitment to responsible investment,
sustainable value creation and strong governance practices as highlighted in
MCP's Stewardship Report which can be found on the Company's website
www.mobiusinvestmenttrust.com.
Outlook
EMs demonstrated to global investors that they can deliver strong returns in a
market dominated by American exceptionalism prior to 2025 and the first month
of 2026. However, the benefits were largely captured by a small number of
mega-cap stocks, resulting in unusually narrow market leadership. While gains
have been highly concentrated so far, a broader set of supportive dynamics for
emerging markets should increasingly extend beyond the largest stocks and
benefit quality small- and mid-cap companies. At the same time, many of our
holdings have continued to execute well operationally, but this has not been
fully reflected in share prices due to macroeconomic headwinds. As these
pressures ease, we see scope for a catch-up in valuations, providing support
to the portfolio in the years ahead.
At year end, emerging markets were trading at a 38% discount on a P/E basis
and a 60% discount on a price-to-book basis relative to developed markets.
These valuation gaps are particularly pronounced in the sectors we focus on,
such as technology and consumer discretionary. Importantly, attractive
discounts as mentioned above are also increasingly evident across quality
stocks. Furthermore, EMs are supported by a 9.4% weakening of the USD in 2025
which is expected to continue in 2026. This typically benefits EM currencies
for several reasons, such as investors looking to diversify currency risk, as
well as reducing the burden of dollar-denominated debt. The Brazilian real,
Colombian pesos and Taiwanese dollar are among some of the highest gainers
this year. EMs also continue to maintain healthier debt levels than developed
markets (69% vs. 109% of GDP in 2024), while simultaneously offering stronger
GDP and earnings growth projections.
Political risk related to elections is lower this year, with major electoral
events in 2026 limited to Vietnam and Brazil across our key markets. However,
geopolitical risks more broadly remain elevated. Recent developments,
including tensions between the US and Europe over Greenland and events in
Venezuela, have already added complications to 2026, alongside long-standing
risks such as the Russia-Ukraine conflict, instability in the Middle East,
global trade wars, and ongoing tension between China and Taiwan. We remain
highly mindful of geopolitical risks and always apply a macro risk overlay to
our bottom-up stock picking selection.
The Federal Reserve's expected rate cuts this year further enhance the outlook
as lower US yields generally push investors toward higher-return EM assets,
especially as many EMs benefit from moderating inflation and higher real rates
themselves. While effects may vary across countries, the global easing cycle
provides a broadly supportive backdrop for EM performance.
Furthermore, a number of country specific tailwinds should support our
portfolio exposures. Taiwan continues to benefit from a powerful semiconductor
investment cycle and a globally competitive innovation ecosystem. South Korea
is advancing structurally in high-end manufacturing, materials and automation,
where we continue to find globally competitive businesses trading at
attractive valuations.
Despite a challenging start to 2026, marked by foreign outflows amid reduced
risk appetite and heightened macro volatility following recent geopolitical
developments, India's longer-term outlook remains compelling. We continue to
look through near-term volatility, supported by resilient GDP growth, rising
discretionary consumption and improving capital expenditure trends. The year
2026 could turn into another year of significant progress in the country.
Brazil offers selective opportunities as inflation moderates, rates decline
and corporate balance sheets strengthen. We remain careful about the upcoming
elections in the country which will certainly cause volatility in 2026.
While emerging markets have delivered strong headline returns this year, the
dispersion beneath the surface has been significant. With valuation spreads at
elevated levels and earnings revisions diverging meaningfully by country,
sector and company, passive exposure increasingly reflects index concentration
rather than the breadth of opportunity available. In this environment,
disciplined bottom-up stock selection is essential to identifying structurally
stronger businesses beyond the benchmark heavyweights. We believe the
portfolio is well positioned should the recovery broaden into under-owned
areas of the market where fundamentals remain intact.
Despite the challenges of the past year, we remain confident in the
opportunity set ahead and in MCP's ability to continue to grow. The recent
redemption facility resulted in a higher level of redemptions than
anticipated, reflecting the composition of the shareholder register at the
time. During the year, we invested in the long-term development of the firm,
including the launch of the MCP Emerging Markets Fund, a Delaware Limited
Partnership, providing qualified US investors with access to the same
high-conviction, actively managed emerging markets strategy implemented across
our other vehicles. The fund has attracted a cornerstone investment from a
leading institutional investor, and we have strengthened the firm through
additional hires across both the investment and compliance and administration
teams.
Members of the MCP team increased their own investment in the Trust during the
year, reinforcing alignment with shareholders. With a portfolio built around
high-quality, lesser-known companies and a disciplined, active approach to
capital allocation, we remain fully committed to our investment philosophy and
to delivering long-term performance and shareholder value.
Carlos Hardenberg
MCP Emerging Markets LLP
Investment Manager
6 March 2026
INVESTMENT PORTFOLIO
as at 30 November 2025
Fair value % of net
Company Sector Country £'000 assets
Classys Health Care South Korea 17,388 9.5
E Ink Holdings Technology Taiwan 11,293 6.2
EPAM Systems Technology USA 9,409 5.1
LEENO Industrial Technology South Korea 9,094 5.0
eMemory Technology Technology Taiwan 8,004 4.4
Raia Drogasil Consumer Staples Brazil 7,943 4.3
Nuvama Wealth Management Financials India 7,323 4.0
Trip.com Group Consumer Discretionary China 7,306 4.0
CarTrade Tech Consumer Discretionary India 7,200 3.9
Park Systems Technology South Korea 7,187 3.9
Top 10 Investments 92,147 50.3
APL Apollo Tubes Industrials India 7,149 3.9
360 ONE WAM Financials India 7,022 3.8
LOTES Technology Taiwan 6,978 3.8
Chroma ATE Technology Taiwan 6,932 3.8
Hitit Bilgisayar Technology Turkiye 6,526 3.6
KEI Industries Industrials India 6,282 3.4
Elite Material Technology Taiwan 6,071 3.3
TOTVS Technology Brazil 6,064 3.3
KPIT Technologies Technology India 5,850 3.2
FPT Technology Vietnam 5,250 2.9
Top 20 Investments 156,271 85.3
Safaricom Communications Kenya 5,079 2.8
Techcom Securities Financials Vietnam 4,276 2.3
Aspeed Technology Technology Taiwan 3,627 2.0
CI&T Technology Brazil 2,169 1.2
Total Investments 171,422 93.6
Other Net Assets 11,702 6.4
Total Net Assets 183,124 100.0
BUSINESS REVIEW
Purpose
Our purpose is to increase the wealth of our shareholders, thus helping them
meet their long-term savings objectives. Through our investment company
structure, we enable shareholders, large or small, to invest in an
actively-managed diversified portfolio of securities in a cost-effective way,
giving them access to the growth opportunities offered by global emerging
markets.
Business Review
The Strategic Report contains a review of the Company's business model and
strategy, an analysis of its performance during the financial year ended 30
November 2025, future developments and details of the principal risks and
challenges it faces, in line with the Companies (Strategic Report and
Directors' Report) (Amendment) Regulations 2023.
The Strategic Report contains certain forward-looking statements. These
statements are made by the Directors in good faith based on the information
available to them up to the date of this report and such statements should be
treated with caution due to the inherent uncertainties, including both
economic and business risk factors, underlying any such forward‑looking
information.
Business Model
The Company is an externally managed investment trust and its ordinary shares
are admitted to the closed-ended investment funds category of the Official
List of the FCA and traded on the main market of the London Stock Exchange.
The Company carries on its business as an investment trust within the meaning
of Chapter 4 of Part 24 of the Corporation Tax Act 2010.
As an externally managed investment trust all of the Company's day to day
management and administrative functions are outsourced to third party service
providers. As a result, the Company has no executive Directors, employees or
internal operations.
The Board has appointed MCP Emerging Markets LLP (formerly known as Mobius
Capital Partners LLP) ("MCP") to manage its investment portfolio. Company
secretarial and administrative services are currently provided by Frostrow
Capital LLP ("Frostrow") who engage Northern Trust Global Services plc to
provide certain administrative functions. With effect from 26 May 2026, Apex
Group will take over from Frostrow in providing company secretarial and
administrative services. The Northern Trust Company and Northern Trust
Investor Services Limited are, and will remain, the Company's Custodian and
Depositary, respectively.
Further information, including the remuneration and contractual terms of
appointment, of these principal service providers to the Company, is set out
below.
Strategy for the Year ended 30 November 2025
Throughout the year under review, the Company continued to operate as an
approved investment company, following its investment objective to achieve
long-term capital growth and income returns predominantly through investment
in a diversified portfolio of companies exposed directly or indirectly to
emerging or frontier markets.
During the year, the Board made all strategic decisions for the Company. MCP
and Frostrow undertook all ESG, strategic and administrative activities on
behalf of the Board.
Investment Objective and Policy
The Company's investment objective and policy are set out above.
Dividend Policy
The Company focuses on overall long term shareholder returns rather than
seeking any particular level of dividend. However, the Company will comply
with the investment trust rules regarding distributable income, which require
investment trusts to retain no more than 15% of their income each year. The
Company will normally only pay the minimum dividend required to maintain
investment trust status, but may also elect to maintain a dividend previously
declared, as is the case in respect of the year ended 30 November 2025. The
Company does not intend to pay interim dividends.
Results and Dividend
The results attributable to shareholders for the year are shown in the Income
Statement below. In the year ended 30 November 2025, the Company made a
revenue profit. Under investment trust rules regarding distributable income, a
final dividend must be paid to allow the Company to comply with those rules.
Subject to shareholders' approval at the forthcoming Annual General Meeting, a
final dividend of 1.7p per share will be paid on 1 May 2026 to shareholders on
the register as of 7 April 2026. The associated ex-dividend date will be 2
April 2026.
The Board
The Board of the Company currently comprises Maria Luisa Cicognani (Chair),
Diana Dyer Bartlett and Gyula Schuch, all of whom are independent
non-executive directors.
Maria Luisa Cicognani and Gyula Schuch served during the whole year under
review and up to the date of signing the report. Diana Dyer Bartlett joined
the Board with effect from 17 March 2025 as a non-executive Director. A
chartered accountant and an experienced Audit Committee Chair, she took over
from Christopher Casey as Chair of MMIT's Audit Committee following the
Company's Annual General Meeting (AGM) on 15 May 2025, at the end of which
Christopher Casey retired as a non-executive Director of MMIT.
Diana Dyer Bartlett and Gyula Schuch will stand for re-election at the
forthcoming AGM, while Maria Luisa Cicognani will not seek re-election but
will step down as independent non-executive director and Chair of the Company
following the conclusion of the AGM, when Gyula Schuch will succeed her as
Chairman of MMIT. At the same time, Diana Dyer Bartlett will succeed Mr Schuch
as Senior Independent Director.
As announced on 4 February 2026, the Board has also appointed Sophie Wright as
a new independent non-executive Director with effect from 1 April 2026. Sophie
Wright will stand for election by shareholders at the forthcoming AGM.
Following the conclusion of the AGM, Sophie Wright will succeed Mr Schuch as
Chair of the Management Engagement and Remuneration Committee.
Information in respect of the Board's diversity policy and Board diversity can
be found in the Governance section.
Board Focus and Responsibilities
The main focus areas for the Board are, inter alia, future outlook and
strategy, gearing, asset allocation, investor relations, marketing and
industry issues as well as oversight of the performance of the service
providers to whom the day to day management of the Company is outsourced.
In line with its primary focus, the Board retains responsibility for all the
key elements of the Company's strategy and business model, including:
· Investment Objective and Policy, incorporating the investment
guidelines and limits, and changes to these;
· whether the Manager should be authorised to gear the portfolio up
to a pre-determined limit;
· review of performance against the Company's KPIs;
· review of the performance and continuing appointment of service
providers; and
· maintenance of an effective system of oversight, risk management
and corporate governance.
Details of the principal KPIs, along with details of the principal risks, and
how they are managed, follow within this Business Review.
The Corporate Governance report includes a statement of compliance with
corporate governance codes, together with the outline of the internal control
and risk management framework within which the Board operates.
Information on the Company's social, community, employee or environmental
responsibilities can be found in the Business Review.
Key Performance Indicators ("KPIs")
The Board uses certain financial and non-financial KPIs to monitor and assess
the performance of the Company in achieving its strategic aims.
The Board reviews the performance of the portfolio in detail and hears the
views of the Investment Manager at each meeting.
Information on the Company's performance is provided in the Chairman's
Statement and the Investment Manager's Review.
This performance is assessed against the following KPIs:
· Net asset value per share total return^
· Share price total return^
· Discount/premium of share price to net asset value per share^
· Ongoing charges ratio^
^ Alternative Performance Measure (see Glossary)
The Board believes that each of the above KPIs, which are typically used
within the investment company sector, provides additional useful information
to Shareholders in order to assess the Company's performance. The KPIs, all of
which are set out in the Performance Highlights, are unchanged from last year.
All of these measures are considered to be Alternative Performance Measures
and further details on their calculations are included in the Glossary.
Net asset value per share total return^
This reflects the change in the Company's net asset value including the impact
of reinvested dividends.
During the year under review the Company's net asset value per share total
return was +6.9% (2024: +5.2%).
Over the same period, the MSCI Emerging Markets Mid Cap index rose by 21.9%.
Since the Company's inception on 1 October 2018, the NAV total return per
share has annualised 7.5% compared with the comparator index return of
6.4% per year over the same period.
Share price total return^
The share price reflects the change in the value of the Company's share price
including the impact of re-invested dividends. During the year under review
the Company's share price total return was +3.2% (2024: +5.1%).
Discount/premium of share price to net asset value per share^
The Board believes that an important driver of an Investment Trust's discount
or premium over the long term is investment performance together with a
proactive marketing strategy.
As a means of mitigating any discount, the Company operates a triennial 100%
redemption facility to shareholders, the last one being 1 December 2025. At
the 2026 AGM a resolution will be proposed to increase the frequency of the
redemption programme to every two years, with the next redemption taking place
at the end of 2027. Notwithstanding the redemption facility, there can be
volatility in the discount or premium during the year. Therefore, the Board
takes authority from shareholders each year at the AGM to buy back and issue
shares with a view to limiting share price volatility, providing support to
the Company's share price and liquidity where deemed necessary. Shares will
only be issued or bought back such that the purchase or issue is accretive to
shareholders. The Directors will consider repurchasing Ordinary shares when
the average one-month discount at which the Ordinary shares have traded
exceeds 5% of the net asset value per Ordinary share.
During the year ended 30 November 2025, no new shares were issued and no
shares were bought back; the Company's shares traded at an average discount to
NAV per share of 6.5% (2024: 8.0%). The discount at 30 November 2025 was 11.5%
(2024: 8.2%). As at 3 March 2026, being the latest practicable date before the
printing of this document, the Company's shares traded at a discount of 12.2%
to the net asset value per Ordinary share and no shares have been bought back
since the year end.
Ongoing charges ratio^
The Board continues to be conscious of expenses and works hard to maintain a
sensible balance between high quality service and costs.
The OCR for the year ended 30 November 2025 was 1.4% (2024: 1.4%).
^ Alternative Performance Measure (see Glossary)
The recent capital redemption will reduce the asset base over which fixed
costs are spread and accordingly increase the OCR. The Board is reviewing the
scope for cost reductions and, to this end, has secured some reductions in the
ongoing company secretarial and administration costs which will take effect at
the end of May.
In the previous year's Annual Report, in addition to the Company's Key
Performance Indicators which are summarised in the Performance Highlights and
above, information was included on return per share and ranking compared with
other members of the AIC's Global Emerging Markets Sector. The following
information is therefore included this year to provide consistency. The return
per share can be found in the Income Statement. While the Board does look at
performance compared with peers, this is not considered a KPI. The Company's
performance compared with its peers was consistently ahead of its peers from
inception in 2018 to 2024. However, in the last financial year, it was bottom
in the peer group for the reasons explained in the Investment Manager's
report.
Principal Risks, Emerging Risks and Risk Management
The Board is responsible for the ongoing identification, evaluation and
management of emerging and principal risks faced by the Company and the Board
has established a process for the regular review of these risks and their
mitigation. The Board believes that effective risk management contributes to
the safeguarding of shareholder value and successful operation of the Company
and therefore assesses and manages, where possible or appropriate, the risks
faced by the Company. This process accords with the UK Corporate Governance
Code, the FRC Guidance on Risk Management, Internal Control and Related
Financial and Business Reporting and the AIC Code of Corporate Governance and
a description follows below.
· The Board maintains and regularly reviews a matrix of risks faced
by the Company and controls in place to mitigate those risks. The impact and
probability of those risks occurring after controls are performed are charted
on a risk heat map and reviewed by the Board along with a risk appetite
statement that reflects the Board's relative level of risk tolerance and
establishes key triggers necessitating Board management. A review of the risk
procedures and controls in place at the Investment Manager and other key
service providers is performed.
· Emerging risks that are considered to be significant, are
discussed as part of this process and as part of the Investment Manager's
reviews and, so far as is practicable, are mitigated.
· The market and economic impacts of political and geopolitical
risks such as trade tariffs and the results of relevant national elections
continue to be monitored by the Board with a focus on those that may impact
the performance of companies in which the Company invests. The Investment
Manager and other key service providers gave updates throughout the year on
operational resilience and portfolio exposure and impacts.
· Each Director brings external knowledge of the investment company
sector, emerging markets, economic trends and threats as well as strategic
insight.
The Board receives the following reports:
· The Investment Manager advises the Board at quarterly Board
meetings on industry trends, providing insight on future challenges in the
markets in which the Company operates/invests. The Company's broker regularly
reports to the Board on markets, the investment company sector and the
Company's peer group;
· The Board receives monthly compliance reviews from the
Administrator's Compliance officer and quarterly reports from the depositary;
· The Company Secretary briefs the Board on forthcoming
legislation/regulatory changes that might impact the Company. The auditor also
provides technical updates on matters such as developments in accounting
standards and regulatory and corporate governance changes and best practice;
and
· The Company is a member of the AIC, which provides regular
technical updates as well as drawing members' attention to forthcoming
industry/ regulatory issues and advising on compliance obligations.
Principal Risks
The Directors have carried out a robust assessment of the principal and
emerging risks facing the Company, including those that would threaten its
business model, future performance, solvency and liquidity. Any emerging risks
identified as part of the Audit Committee's risk assessment, and that are
considered to be significant, will be recorded in the Company's risk register
either separately as a risk category or as part of current identified risks.
Principal Risks and Uncertainties
Trend:
Increasing: ↑ Neutral: ↔ Reducing: ↓ New risk this year: *
Investment Objective & Policy Risks Mitigation Movement in the year
· The Company's investment objective may become unattractive to · The Investment Manager has a proven and extensive track record, ↔
investors or its investment policy may not be successful in generating returns and the Board undertakes a review of the performance of the Company and its
for investors. transactions at each Board meeting. The Investment Manager spreads the
investment risk over a portfolio of investments in accordance with the
· The Company may have significant exposure to portfolio companies Company's investment policy and concentrations per country, and per issuer are
from certain business sectors or geographical regions. Greater concentrations monitored daily against the investment policy limits. At the end of the
of investments in any one sector or geography may lead to greater volatility reporting period the Company held investments in 24 companies with details of
in the Company's investments and may adversely affect performance. This may be the geographic and sector weightings given in the Investment Manager's Review.
exacerbated by the small number of investments held at any time.
· The Board can appoint an alternative Investment Manager to manage
· The Company is dependent upon the Investment Manager's successful the Company if performance is considered to be unsatisfactory.
implementation of the Company's investment policy and ultimately on its
ability to create an investment portfolio capable of generating attractive
returns. Failure to do so may mean the Company becomes unattractive to
investors. This could lead to a significant number of shareholders deciding to
redeem their holdings at the next redemption exercise, threatening the
Company's viability.
Market Risks Mitigation Movement in the year
· Price movements, economic and stock market conditions may have a · The Investment Manager has a proven and extensive track record ↑
negative impact on the Company's portfolio and its ability to identify and and reports regularly to the Board on market developments. The Investment
execute suitable investments that might generate acceptable returns. Emerging Manager's policy is to hold investments for the long term and not look at
markets can be subject to greater price volatility than developed markets. market timing issues or to hedge currency or interest rate risks. The Board
receives regular reports from the Investment Manager on political risk,
· If conditions affecting the investment market negatively impact currency, geographic and sector exposures.
the price at which the Company is able to buy or dispose of its assets, this
may have a material adverse effect on the Company's business and results of · Further details on Market and Financial Instrument risk are
operations. disclosed in note 14 to the financial statements.
· Interest rate movements may affect the level of income receivable · Many types of market risks such as climate change, trade wars,
on cash deposits and the interest payable by investee companies on their the increased use of AI, the risk of a Chinese invasion of Taiwan and a
borrowings. In addition, where the Company invests in high growth investee consequent Chinese control of Asian shipping routes, are emerging. These risks
companies, any increase in interest rates may compress the growth of such are regularly discussed by the Board and the Investment Manager.
companies and therefore affect their valuations. As such, interest rate
fluctuations may affect the performance of its investee companies and reflect
on their stock price impacting the NAV of the Company.
· The Company's ordinary shares are denominated in pounds sterling
while the majority of the Company's investments are denominated in a currency
other than pounds sterling. The Company does not hedge its currency exposures
and changes in exchange rates may lead to depreciation in the Company's net
asset value.
Risks arising from the Redemption Programme Mitigation Movement in the year
· The Company currently offers shareholders the right to redeem · The Board monitors and discusses investment performance with the *
100% of their ordinary shares every three years. At the forthcoming AGM, a Investment Manager at each quarterly Board meeting.
resolution will be proposed to offer this redemption right every 2 years. If
approved at the AGM, the next 100% redemption offer will take place at the end · The Board engages with shareholders to understand investor
of 2027. sentiment and receives regular reports from the Broker.
· A significant redemption take-up in 2027 could result in the
Company becoming unattractive to investors.
Outsourcing Risks Mitigation Movement in the year
· The Company has outsourced all its operations to third party · The Company has appointed experienced service providers, each of ↔
service providers. Failure by any service provider to carry out its whom has a service agreement. The Board reviews the performance of the
obligations in accordance with the terms of its appointment could result in Investment Manager and depositary at each quarterly Board meeting and the
negative implications for the Company. performance of all key service providers is reviewed annually by the
Management Engagement and Remuneration Committee.
· Such failures could include cyber breaches or other IT failures,
fraud (including unauthorised payments by the administrator), poor record · Cyber risk management questions are incorporated in the annual
keeping and loss of assets and failure to collect all the Company's dividend review of performance to confirm the existence and application of cyber
income. security controls and procedures.
· Cyber incidents are generally becoming more common and may cause · At each meeting, the Board challenges the Manager on the
disruption and impact business operations, potentially resulting in financial investment selection and process to review all the risks considered in the
losses, theft, or interference with the ability to calculate the Net Asset decision making.
Value or additional operating costs.
· The Company's key service providers confirm periodically to the
· The Investment Manager may not consider all the risks related to Board that they have in place business continuity plans and procedures to
investments during the investment process. If the Investment Manager fails to mitigate the impact on the Company of a disruption in service.
adequately identify risks or liabilities associated with investee companies,
this could give rise to an investee company not fitting the Company's · The procedures of the depositary and custodian are reviewed and
investment policy or result in unexpected losses and adverse performance. tested by their external auditors and such reports on the service providers'
control environment are made available to clients. These reports are also
· Inadequate business continuity and disaster recovery arrangements reviewed by the Audit Committee and where any control failures are identified,
at key third party service providers could cause significant disruptions to the key service provider is required to explain and provide assurance to the
the operation of the Company's business. Company on any impact or potential risk to the Company and its mitigation.
Key Individuals Risk Mitigation Movement in the year
· MCP Emerging Markets LLP is responsible for managing the · The Management Engagement and Remuneration Committee is ↔
Company's investments. The Investment Manager relies on key individuals to responsible for monitoring the ongoing relationship with the Investment
identify and select investment opportunities and to manage the day-to-day Manager.
affairs of the Company. There can be no assurance as to the continued service
of the Investment Manager or key individuals at the Investment Manager, and · The Investment Manager has a remuneration policy in place seeking
the loss of any of these key persons may have a material adverse effect on the to incentivise key individuals to take a long-term view. Additionally, the
Company's business prospects and results of operations. Investment Manager's key individuals are significantly invested in the Company
and the Investment Manager has plans in place to ensure continuity in the
event of the departure of key individuals.
Regulatory Risk Mitigation Movement in the year
· The Company benefits from the current exemption for investment · The Investment Manager and the Company Secretary monitor proposed ↔
trusts from UK tax on chargeable gains. Any change to HMRC's rules or the changes to tax rules and report to the Board thereon.
taxation of investee companies could affect the Company's ability to provide
returns to shareholders.
Emerging Risks
The International Risk Governance Council's definition of an "emerging" risk
is one that is new, or is a familiar risk in a new or unfamiliar context or
under new context conditions (re-emerging). As reported above under market
risks, the Board considers that there are a number of emerging risks which
could affect the operations and, therefore, values of the Company's investee
companies. These risks include climate change, trade wars, the increased use
of AI, and the risk of a Chinese invasion of Taiwan. The Board discusses such
emerging risks on a regular basis with the Investment Manager.
As the Company invests in listed shares, these risks are, to the extent such
risks are understood by the market, priced into the investee company
valuations.
Active strategies implemented by investment trusts are seeing also increasing
competition from passive strategies as well as active ETFs which have
attracted an increasing volume of investments.
Long-Term Viability Statement
In accordance with the Association of Investment Companies Code of Corporate
Governance (the "AIC Code") and the Listing Rules, the Directors have assessed
the prospects of the Company over a longer period than the 12 months required
by the "Going Concern" provision.
In considering an appropriate longer period to review the Company's viability,
the Directors have changed back from three to five years, which accords with
the investment horizon considered to be long term by both the Board and the
Investment Manager. This is nothwithstanding the fact that the Company's next
100% redemption opportunity will be in two or three years' time (depending on
the outcome of the 2026 AGM) and the rationale for reviewing a period beyond
the next redemption point is explained below.
In reviewing the Company's viability, the Board considered the Company's
business model, the principal and emerging risks and uncertainties, including
the economic and market conditions. The Company is a closed-end fund which
invests in listed emerging markets securities which are inherently liquid. It
does not currently intend to borrow nor does it use derivatives in any hedging
operation. It receives dividend income from its investment portfolio with
which it settles its operating expenses. Any shortfall in income available to
settle expenses could be met by the Company's cash balances or by realising
investments. Following the 2025 redemption exercise, the Company realised some
43% of its investment portfolio in under 60 days. The Board receives regular
reports from the Investment Manager to confirm the average time to liquidate
any investment position.
The Directors also reviewed financial projections for the next five years and
stress tests and reverse stress tests in respect of substantial declines in
market values, significant deterioration in liquidity and the impact of future
redemption opportunities.
The Company benefits from certain tax benefits relating to its status as an
investment trust. Any change to such taxation arrangements would inevitably
affect the attractiveness of an investment in the Company and consequently its
viability as an effective investment vehicle. At the time of consideration, no
such changes in taxation arrangements are planned.
The Company currently offers a triennial 100% share redemption option to
investors (which may be reduced to every two years following conclusion of the
2026 AGM). The 2025 redemption offer led to a significant reduction in the
Company's scale and a further significant reduction could lead to the Board
concluding that the Company's scale could make the Company unattractive to
investors. Any such situation would require the Board to consider the
strategic options for the Company but would not affect the Company's ability
to meet its liabilities in full.
The Directors have assumed that:
· the Board will not change the Company's investment objective of
providing shareholders with long-term growth in value;
· there will continue to be demand for investment trusts including
those investing in emerging markets, and the performance of the Company will
be satisfactory such that most shareholders will not opt to take advantage of
the next redemption exercise to be undertaken in 2027 or 2028 as well as
another redemption event in 2029, should the shortening of the redemption
cycle from three to two years be approved at the forthcoming AGM; and
· the Board will continue to manage the Company's business to
ensure it retains its status as an investment trust.
On the basis of the assessment performed above, the Directors confirm, that
they have a reasonable expectation that the Company will be able to continue
in operation and meet its liabilities in full over the coming five years.
Principal Service Providers
Investment Manager
MCP Emerging Markets LLP ("MCP") is the Alternative Investment Fund Manager
("AIFM") for the Company pursuant to an Investment Management Agreement dated
10 September 2018 (the "IMA"). The investment management fee payable to the
AIFM is calculated at an annual rate of 1.0% of the lower of (i) Net Asset
Value; and (ii) Market Capitalisation (the "Fund Value") up to and including
£500 million; of 0.85% of the Fund Value over £500 million and up to and
including £1 billion; and of 0.75% of the Fund Value over £1 billion. The
management fee is payable in arrears monthly. There are no provisions for the
payment of a performance fee. Under the IMA, the Investment Manager may also
recharge research costs to the Company, in line with a budget to be agreed
with the Board of Directors at the beginning of every financial year. The
research charge for the year under review was £35,000 and the estimated
research charge budget for the financial year ending 30 November 2026 is a
maximum of £35,000.
The IMA may be terminated by either party by giving to the other not less than
12 months' notice in writing.
Company Secretary and Administrator
Frostrow Capital LLP ("Frostrow") currently acts as the Company's Company
Secretary and Administrator.
Company secretarial, marketing, and administrative services are provided by
Frostrow under an Administration and Management Services Agreement dated 10
September 2018.
A management service fee of 0.225% of the lower of (i) Net Asset Value and
(ii) Market Capitalisation (= the Fund Value) of the Company, charged monthly
in arrears, is payable, up to a Fund Value of £250 million. The agreement may
be terminated by either the Company or Frostrow on six months' written notice.
With effect from 26 May 2026, Apex Group is expected to take over from
Frostrow in providing company secretarial and administrative services. The
Board is in the process of appointing Apex Group, and under the new agreement
a fee of £60,000 will be payable in respect of company secretarial services
plus 6bps on net assets up to £100m and 3.5bps on net assets above this,
subject to a minimum fee of £60,000 in respect of administration services.
Further details of the fees payable to MCP and Frostrow for the year ended 30
November 2025 are set out in note 3 to the Financial Statements.
Depositary and Custodian
Northern Trust Investor Services Limited is the Company's Depositary, having
been appointed by the Board and MCP with effect from 1 October 2021, taking
over from Northern Trust Global Services SE following the UK's departure from
the EU and an internal reorganisation within Northern Trust.
Under the Depositary Agreement, an annual fee of 0.015% per annum charged on
the Net Asset Value is payable, subject to a minimum annual fee of £25,000.
The Depositary Agreement may be terminated upon six months' written notice
from the Company or the Investment Manager to the Depositary or the Depositary
to the Company and the Investment Manager.
The Northern Trust Company provides global custody services to Mobius
Investment Trust plc.
Investment Manager Evaluation
The review of the performance of MCP as Investment Manager is a continuous
process carried out by the Board with a formal evaluation being undertaken
each year by the Management Engagement and Remuneration Committee, chaired by
Gyula Schuch, which makes a recommendation to the Board. As part of this
process the Board monitors the services provided by the Investment Manager.
The Board also receives comprehensive performance measurement reports to
enable it to determine whether or not the performance objective set by the
Board is being met.
The Board believes the continuing appointment of MCP, under the terms
described above, is in the interests of shareholders. In coming to this
decision, the Board also took into consideration the quality and depth of
experience of MCP and the level of performance of the portfolio in absolute
terms and relative to the Company's comparator index since launch.
Company Promotion
As with every year, the Investment Manager, MCP, held an Investor Day in
September, for which 34 investors registered. Two portfolio companies, TOTVS
and CarTrade, presented their respective businesses to shareholders and talked
about their experience of working with the MCP team. The Board also met with
investors at the Investor Day and at the Company's AGM.
During the year under review, other promotion of the Company was carried out
by its advisers MCP, Frostrow and Peel Hunt who provided a continuous
marketing, distribution and investor relations service by actively engaging
with professional investors, typically discretionary wealth managers, some
institutions, family offices, IFAs and a range of execution-only platforms.
Regular engagement helps to attract new investors and retain existing
shareholders.
There was a continuous programme of one-to-one meetings with professional
investors around the UK. These included regular meetings with the senior
points of contact responsible for their respective organisations' research
output and recommended lists. The programme of regular meetings also included
autonomous decision makers within large multi‑office groups, as well as
small independent organisations.
The Company further benefited from involvement in the regular professional
investor seminars run by Frostrow in major centres, notably London, Dublin and
Edinburgh, or webinars which are focused on buyers of investment companies.
In this work, Frostrow was supported by Peel Hunt, the Company's Broker, who
also engaged with investors via roadshows and meetings.
Company information and invitations to investor events, including updates from
the Investment Manager on portfolio and market developments, were regularly
emailed to a growing database, overseen by Frostrow, consisting of
professional investors across the UK. Contact was also maintained with all the
relevant investment trust broker analysts who publish and distribute research
on the Company to their respective professional investor clients and, during
the year under review, particularly those from Peel Hunt.
The Company continues to benefit from regular press coverage, with articles
appearing in respected publications that are widely read by both professional
and self-directed private investors. The latter typically buy their shares via
retail platforms, which account for a significant proportion of the Company's
share register.
Following Frostrow's departure with effect from 26 May 2026, an ongoing
investor engagement programme will continue to be provided by MCP and Peel
Hunt, consisting of regular meetings with investors, webinars and roadshows.
MCP and Peel Hunt are supported by Cadarn Capital Ltd, a distribution and
investor relations specialist, that was appointed with effect from 15 February
2026 for a limited term through to 30 September 2025, after which marketing
and investor relations are expected to be brought in-house by MCP.
Stakeholder Interests and Board Decision-Making (Section 172 Statement)
Under reporting regulations and the AIC Code, the Directors are required to
explain how they have discharged their duties under Section 172 of the
Companies Act 2006 in promoting the success of the Company for the benefit of
the members as a whole. This includes the likely consequences of the
Directors' decisions in the long term and how they have taken wider
stakeholders' needs into account.
The Directors aim to act fairly as between the Company's shareholders. The
Board's approach to shareholder relations is summarised in the Corporate
Governance Report. The Chairman's Statement provides an explanation of actions
taken by the Directors during the year to achieve the Board's long-term aim of
ensuring capital growth and income returns predominantly through investment in
a diversified portfolio of companies operating in emerging or frontier
markets.
As an externally managed investment trust, the Company has no employees,
customers, operations, or premises. Therefore, the Company's key stakeholders
(other than its shareholders) are considered to be its service providers and
its investee companies. The need to foster business relationships with the
service providers and maintain a reputation for high standards of business
conduct are central to the Directors' decision-making as the Board of an
externally managed investment trust. The Directors believe that fostering
constructive and collaborative relationships with the Company's service
providers will assist in their promotion of the success of the Company for the
benefit of all shareholders. The same principle applies to the Investment
Manager's engagement with portfolio companies.
The Board engages with representatives from its service providers throughout
the year and the Investment Manager similarly engages with all portfolio
companies throughout the year. Representatives from the Investment Manager and
Company Secretary/ Administrator are in attendance at each Board meeting, as
the services they provide are essential to the long-term success of the
Company.
Further details are set out overleaf:
Who? Why? How?
STAKEHOLDER GROUP THE BENEFITS OF ENGAGING WITH THE COMPANY'S STAKEHOLDERS HOW THE BOARD, THE INVESTMENT MANAGER AND ADMINISTRATOR HAVE ENGAGED WITH THE
COMPANY'S STAKEHOLDERS
Investors Clear communication of the Company's strategy and the performance against the The Investment Manager, the Company Secretary/Administrator and the Company's
Company's objective informs shareholders and the market in general and may Broker, on behalf of the Board, complete a programme of investor relations
raise new interest from potential investors, thereby increasing the liquidity throughout the year.
of MMIT's shares.
An analysis of the Company's shareholder register is provided to the Directors
New shares can be issued to meet demand without net asset value per share at each Board meeting along with marketing reports from the Administrator. The
dilution to existing shareholders. Increasing the size of the Company can Board reviews and considers the marketing plans on a regular basis. Reports
benefit liquidity as well as spread costs. from the Company's Broker are submitted to the Board on investor sentiment and
industry issues.
Key mechanisms of engagement include:
· the Annual General Meeting;
· the Company's website which hosts reports, video interviews with
the Investment Managers and monthly factsheets; and
· one-on-one investor meetings and online webinars.
At each meeting the Board reviews movements in the Company's shareholder
register. There are regular interactions and engagement with shareholders,
including at the AGM. Regular feedback from shareholders is received from the
Company Secretary and the Company's Broker.
Investment Manager Engagement with the Company's Investment Manager is essential to assess its The Board meets regularly with the Company's Investment Manager throughout the
performance against the Company's stated strategy and to understand any risks year both formally at the scheduled Board meetings and informally as needed.
or opportunities that may arise. The Board also receives monthly performance and compliance reporting.
The Board further receives regular updates from the Investment Manager
concerning engagement on ESG+C(®) matters with the companies within the
portfolio.
The Investment Manager's attendance at each Board meeting provides the
opportunity for the Investment Manager and Board to further reinforce their
mutual understanding of what is expected from both parties.
Service Providers The Company contracts with third parties for other services including: The Board and the Company Secretary engage regularly with other service
depositary, investment accounting & administration as well as company providers both in one‑to‑one meetings and via regular written reporting.
secretarial, broking and registrar services. The Company ensures that the Representatives from service providers are asked to attend Board, Audit
third parties to whom the services have been outsourced complete their roles Committee and Management Engagement and Remuneration Committee meetings when
in line with their service level agreements, thereby supporting the Company in deemed appropriate. This regular interaction provides an environment where
its success and ensuring compliance with its obligations. topics, issues and business development needs can be dealt with efficiently.
Portfolio Companies Engagement with portfolio companies enables a comprehensive understanding of Active engagement on ESG+Culture issues with the aim of improving operations,
their business models, financial strengths and strategic objectives as well as ESG-standards and performance, and thereby catalysing a re‑rating of the
their risks and opportunities. Close interaction with management over time investee's stock price, lies at the heart of the Investment Manager's
fosters a strong stakeholder relationship that serves as an effective risk strategy. The Investment Manager individually tailors engagement on ESG+C(®)
mitigation tool. In addition, integrating environmental, social and governance issues to the portfolio company and its respective sector. In addition to ESG
(ESG) considerations into the investment process provides invaluable insights factors, MCP places a high emphasis on understanding a company's corporate
for risk assessment and mitigation. culture. The Board strongly supports the team in this undertaking and receives
regular reports from the Investment Manager to understand the progress
Active engagement by the Investment Manager can lead to improvements in portfolio holdings are making along their individual action plans.
investee company ESG practices and enhance value.
Regular visits or video calls are undertaken between the Investment Manager
and portfolio companies.
On the occasion of the 2025 Investor Day, two portfolio companies - TOTVS and
CarTrade - were invited to present their respective businesses to
shareholders, and talk about their experience of working with the MCP team.
What? Outcomes and actions
WHAT WERE THE KEY TOPICS
WHAT ACTIONS WERE TAKEN, INCLUDING PRINCIPAL DECISIONS?
OF ENGAGEMENT?
Key topics of engagement with investors
· Ongoing dialogue with shareholders concerning the strategy of the · The Investment Managers, Frostrow and the Broker meet regularly
Company, performance, the portfolio and ESG issues. with shareholders and potential investors to discuss the Company's strategy,
performance, the portfolio and any ESG+Culture issues which might be raised.
· Impact of market developments on the performance of the Company.
· Shareholders are provided with performance updates via the
· The operation of the Company's redemption was reviewed at the end Company's website as well as the usual financial reports and monthly
of the year. factsheets.
· The Board consulted with major shareholders regarding the
operation of the Company's redemption facility. Following this consultation, a
proposal will be put forward to shareholders at the 2026 AGM to reduce the
interval between redemption opportunities from three years to two.
Key topics of engagement with the Investment Manager on an ongoing basis
· Portfolio composition, performance, outlook and business updates · Updates are received by the Board at every Board meeting.
as well as ESG engagement with portfolio companies.
· The Board is kept well informed about the team composition at MCP
· Team composition. and the Investment Manager gives regular updates on new team members.
· The impact of market developments upon the portfolio. · The unique network of external experts and consultants in
Emerging Markets built over decades of investing in this space enables the
Investment Manager to buy in project-specific, high-quality know-how while
allowing the core team to remain lean, agile and highly motivated.
· The Board has received regular updates from the Investment
Manager throughout the year.
Key topics of engagement with Other Service Providers
· The Management Engagement and Remuneration Committee reviewed the · With effect from 26 May 2026, the Company's Administration and
operation of the Company's Administration, Investor Relations and Company Company Secretarial services will be moved from Frostrow to Apex Group. This
Secretarial services. change is designed to allow the Investment Manager to bring investor
activities in-house and to secure some overhead savings. For an interim
· During the year, the service providers' business resilience was period, from 15 February to 30 September 2026, MCP will be supported in this
discussed as well as service levels. transition by Cadarn Capital Ltd.
· The Directors believe that the continued appointment of the
Company's other service providers is in the best interests of the Company.
Key topics of engagement with Portfolio Companies
The Investment Managers, on behalf of the Board, have engaged with a number of · The Investment Manager is aware that trusts perceived to be
portfolio companies: falling behind in ESG and climate change concerns will be downrated by
investors. This issue therefore makes up an important part of the risk
· in order to address business matters and to understand the risks assessment when looking at possible investments. For further information on
faced by portfolio companies and how they can be addressed. the Investment Manager's engagement with portfolio companies, please see the
Business Review.
· in order to achieve good governance overall, as good governance
means that board and management of portfolio companies are aware and proactive · For the Investment Managers good governance is the best way to
in their approach to all environmental and social issues. ensure best value for shareholders. To this end, environmental and social
factors as well as governance are discussed in meetings with managements.
Responsible and Sustainable Investing
The Board recognises that the most direct way for the Company to have an
impact on Environmental, Social and Governance ("ESG") issues is through the
responsible ownership of its investments.
It has delegated authority to its Investment Manager to engage actively with
the management of investee companies and encourage that high standards of ESG
practice are adopted and that high standards of corporate governance and
corporate responsibility are maintained. Reflecting this highly differentiated
approach, underpinned by a strong level of engagement, the Trust holds the
FCA's SDR Sustainability Improvers label. More information is given in the
Investment Manager's Review.
The Investment Manager's customised engagement acts as one of the key features
in the investment process and includes an Action Plan targeted at ESG and
operational issues identified in the individual holdings. The Investment
Manager believes this customised engagement will lead to an enhancement in
ESG+C(®) positioning, operational improvements, and attractive returns to
investors following a stock rerating. Throughout the year, the Board followed
the progress on engagement closely.
The Investment Manager's ESG+C(®) Policy
The Investment Manager's ESG Policy can be found on their website at
https://mcp-em.com/en and it explains how ESG and corporate culture factors
are being assessed all through the investment process as follows:
· an initial recommendation by the Investment Committee;
· establishment of an ESG+C(®) action plan and engagement with
companies;
· monitoring, measuring and reporting ESG+C(®) improvement; and
· exercising voting rights.
In particular, the ESG Policy states that MCP are strongly convinced that
companies with higher ESG standards generally have a lower cost of capital,
more efficient operational performance, greater protection of minority
investors' interests, lower business risk and higher shareholder
distributions, all of which positively influence a company's valuation. The
Investment Manager's 2025 Stewardship Report can be found on
https://www.mobiusinvestmenttrust.com which provides a detailed overview of
the Manager's:
· engagement policy and nature of engagement;
· ESG monitoring, measuring and reporting; and
· voting policy, activity and outcomes.
Quarterly ESG factsheets can also be found on the Investment Managers'
website, giving a breakdown of investment companies' disclosure of
· environmental targets such as environmental reporting,
quantitative environmental targets and Carbon Disclosure Project Portfolio
Company scores. The Carbon Disclosure Project increases environmental
transparency and accountability of companies and enables progress tracking.
The scoring ranges from A, A-to B, B-to C, C-to D, D‑and F.
· social targets such as employee training initiatives and
reporting on Sustainable Development Goals in the fields of Industry,
Innovation and Infrastructure, Good Health and Wellbeing, and Decent Work and
Economic Growth.
· governance targets such as gender equality and female directors,
Board independence, sustainability reporting, Global Reporting Initiative
Compliant reporting, dedicated Investor Relations professionals and others.
· corporate culture targets such as a Code of Conduct, share option
schemes, non-financial employee benefits, anti‑corruption and whistleblower
policies, dedicated sustainability professionals and gender equality among
C-level executives.
Taskforce for Climate-Related Financial Disclosures ("TCFD")
The Company notes the TCFD recommendations on climate-related financial
disclosures. The Company is an investment trust with no employees, internal
operations or property and, as such, it is exempt from the Listing Rules
requirement to report against the TCFD framework.
The Investment Manager reports on portfolio companies' Carbon Disclosure
Project (CDP) Scores as part of their quarterly ESG+C reporting. CDP's
disclosure platform provides the mechanism and a first step towards reporting
in line with the TCFD recommendations. In addition, the team engages with
every portfolio holding on the adoption of the TCFD recommendations.
The risks associated with climate change represent an increasingly important
issue and the Board and the Investment Manager is aware the transition to a
low-carbon economy will affect all businesses, irrespective of their size,
sector or geographic location. Therefore, no company's revenues are immune and
the assessment of such risks must be considered within any effective
investment approach.
Integrity and Business Ethics
The Company is committed to carrying out business in an honest and fair
manner. In carrying out its activities, the Company aims to conduct itself
responsibly, ethically and fairly, including in relation to social and human
rights issues.
The Board has adopted a zero-tolerance approach to instances of bribery and
corruption. Accordingly, it expressly prohibits any Director or associated
persons when acting on behalf of the Company from accepting, soliciting,
paying, offering or promising to pay or authorise any payment, public or
private, in the United Kingdom or abroad to secure any improper benefit from
themselves or for the Company.
The Board expects the same standards to be applied by its service providers in
their activities for the Company.
A copy of the Company's Anti Bribery and Corruption Policy can be found in the
Corporate Information section of the Company's website on
www.mobiusinvestmenttrust.com. The policy is reviewed annually by the Audit
Committee.
In response to the implementation of the Criminal Finances Act 2017, the Board
also adopted a zero-tolerance approach to the criminal facilitation of tax
evasion. A copy of the Company's policy on preventing the facilitation of tax
evasion can be found in the Corporate Information section of the Company's
website www.mobiusinvestmenttrust.com. The policy is reviewed annually by the
Audit Committee.
The Board's expectations are that its principal service providers have
appropriate governance policies in place and the Management Engagement and
Remuneration Committee annually seeks confirmation that this is the case.
Modern Slavery Act 2015
The Company does not provide goods or services in the normal course of
business, and as a financial investment vehicle does not have customers. The
Directors do not therefore consider that the Company is required to make a
statement under the Modern Slavery Act 2015 in relation to slavery or human
trafficking.
The Company's suppliers are typically professional advisers and the Company's
supply chains are considered to be low risk in this regard.
In light of the nature of the Company's business there are no relevant human
rights issues and the Company does not have a human rights policy.
Looking to the Future
The Board concentrates its attention on the Company's investment performance
and MCP's investment approach and on factors that may have an effect on this
approach.
The Board monitors the performance of the Company's net asset value compared
with the comparator index.
The Board is regularly updated by the Company Secretary and the Broker on
wider investment trust industry issues and regular discussions are held
concerning the Company's future development and strategy.
A review of the Company's performance for the year ended 30 November 2025, and
the outlook for the Company can be found in the Chairman's Statement and in
the Investment Manager's Review.
The Company's overall strategy remains unchanged.
For and on behalf of the Board of Directors
Maria Luisa Cicognani
Chairman
6 March 2026
REPORT OF THE DIRECTORS
The Directors present this Annual Report on the affairs of the Company
together with the audited financial statements and the Independent Auditor's
Report for the year ended 30 November 2025.
In accordance with the requirement for the Directors to prepare a Strategic
Report and an enhanced Directors' Remuneration Report for the year ended 30
November 2025, the following information is set out in the Strategic Report: a
review of the business of the Company including details of its objective,
strategy and business model, future developments, details of the principal
risks and uncertainties associated with the Company's activities (including
the Company's financial risk management objectives and policies), information
regarding community, social, employee and human rights and environmental
issues. These disclosures are incorporated into this report by reference.
Information about Directors' interests in the Company's ordinary shares is
included within the Annual Report in the Remuneration section of the
Directors' Remuneration Report.
The Corporate Governance Statement forms part of this Directors' Report.
Business and Status of the Company
The Company is registered as a public limited company in England and Wales
(Registered Number: 11504912) and is an investment company within the terms of
Section 833 of the Companies Act 2006 (the "Act"). Its ordinary shares are
admitted to the closed-ended investment funds category of the Official List of
the FCA and traded on the main market of the London Stock Exchange.
The principal activity of the Company is to carry on business as an investment
trust. The Company has been granted approval from HM Revenue & Customs as
an investment trust under sections 1158 and 1159 of the Corporation Taxes Act
2010. The Company will be treated as an investment trust company subject to
the Company's continued compliance with applicable laws and regulations. The
Directors do not envisage any change in this activity in the future.
The Company is a member of the Association of Investment Companies ("AIC").
Alternative Performance Measures
The Financial Statements set out the required statutory reporting measures of
the Company's financial performance. In addition, the Board assesses the
Company's performance against a range of criteria which are viewed as
particularly relevant for investment trusts, which are summarised and
explained in greater detail in the Strategic Report, under the heading 'Key
Performance Indicators'.
The Directors believe that these measures enhance the comparability of
information between reporting periods and aid investors in understanding the
Company's performance. The measures used for the year under review have
remained consistent with the prior period.
Definitions of the terms used and the basis of calculation adopted are set out
in the Glossary.
Annual General Meeting ("AGM")
The AGM will be held on Monday, 13 April 2026. In case of any problems,
arrangements will be made for shareholders to attend via a webinar, view the
Investment Manager's -presentation online and ask questions in advance.
Shareholders are encouraged to view the Company's website,
www.mobiusinvestmenttrust.com for further information nearer the time.
Questions can be submitted to the Company Secretary at info@frostrow.com.
Shareholders are strongly encouraged to exercise their votes in respect of the
meeting in advance by returning their forms of proxy. This will ensure that
all shareholders' votes are registered in the event that attendance is not
possible or restricted or if the meeting is postponed. Further details about
the voting process can be found in the Notice of Meeting.
The following Special Resolutions will be proposed at the forthcoming AGM.
Resolution 11: Authority to issue new shares or sell shares from Treasury for
cash, up to approximately 10% of the Company's issued ordinary shares at a
price per share not less than the net asset value per share, and to disapply
pre‑emption rights in respect of those shares.
Resolution 12: Authority to buy back up to 14.99% of shares in issue at the
time of the AGM, either for cancellation or for placing into Treasury.
Resolution 13: Authority to hold general meetings (other than AGMs) on at
least 14 days' notice.
Resolution 14: Authority to change the Company's Articles of Association.
The full text of the resolutions can be found in the Notice of Annual General
Meeting. Explanatory notes regarding the resolutions can be found at the end
of this document. Resolution 14 is detailed below. Ordinary resolutions
require that more than 50% of the votes cast at the relevant meeting be in
favour of the resolution for it to be passed. Special resolutions require that
at least 75% of the votes cast be in favour of the resolution for it to be
passed.
Recommendation
The Directors consider that all the resolutions to be proposed at the AGM are
in the best interests of the Company and its members as a whole. The Directors
unanimously recommend that shareholders vote in favour of all the resolutions,
as they intend to do in respect of their own beneficial holdings, details of
which are set out in the Remuneration Report.
Articles of Association ("Articles")
Amendment of the Company's Articles of Association requires a special
resolution to be passed by shareholders.
Special Resolution 14 - Amendments to the Articles
As announced on 21 October 2025, the Board is proposing to amend the Articles
to reflect the proposed change to the Company's periodic redemption facility
from a triennial cycle to a biennial cycle. If the amendments are approved,
the Company's next voluntary redemption facility will occur in 2027 and every
two years thereafter.
The Board is further proposing to make amendments to the Articles to introduce
a contingency process in the event that, following its annual general meeting
or any other general meeting, the Company is left with no directors, or fewer
than the minimum number of directors required by law or the Articles.
In recent years, shareholder activism in the UK investment-company sector has
increased. During 2025 and into early 2026, a number of general meetings were
requisitioned at listed investment trusts with resolutions to remove the
incumbent board of directors. Some activist investors have also sought to
exert pressure at annual general meetings by voting against, and publicly
recommending opposition to, the re-election of directors, without necessarily
proposing replacement candidates. These approaches create a small but not
negligible risk that, following an annual general meeting or a requisitioned
general meeting, an investment company could be left with no directors, or
fewer than the minimum number required under applicable law or its articles of
association.
Such an eventuality could have serious legal and practical consequences for an
investment company. Until the situation is resolved, the company may be unable
to take valid board decisions or exercise effective oversight of its
investment manager and other service providers.
Recent guidance from the Association of Investment Companies (AIC) has
highlighted the importance of contingency planning in response to increased
shareholder activism, and has advised that investment companies review their
articles to ensure there are adequate provisions to manage the risk of having
insufficient directors following a general meeting, so that the company can
continue to operate and comply with its legal obligations.
The Board is therefore proposing to include the following contingency process
in the Articles to deal with such a scenario:
· If, after an annual general meeting or any other general meeting,
there are insufficient directors due to (i) resolutions being passed to remove
directors, and/or (ii) resolutions failing to pass to appoint or re-appoint
directors, then the Articles will provide for the automatic, temporary
appointment or re-appointment of the minimum number of individuals (drawn from
those who stood for appointment or were removed at the relevant general
meeting) needed to meet the minimum number of directors required under the
Articles or applicable law.
· The selection of these temporary directors will be based on the
number of votes each person received in favour of their appointment or against
their removal, so that individuals with the most shareholder support will be
given priority. If two or more individuals have received an equal number of
votes, priority will be determined by how recently such individuals were
elected and, if necessary, by alphabetical order, with preference to shorter
serving directors or those listed first in the alphabet.
· Any temporary appointments made under the Articles will be
strictly limited to the minimum period necessary to restore the required
number of directors, after which the temporary directors will step down. Any
new director appointed by the Board to replace a temporary director would be
required to retire at the next Annual General Meeting and would typically
stand for election at that meeting.
These arrangements are intended solely as a contingency measure to ensure the
Company can continue to operate and comply with its legal obligations at all
times, in line with the AIC guidance. This process ensures that shareholder
decisions regarding the composition of the Board are respected, while also
safeguarding the orderly management and legal standing of the Company.
The proposed new Articles (marked to show the proposed changes) will be
available for inspection on the Company's website at
https://www.mobiusinvestmenttrust.com/ from the date of this Report and
Accounts until the conclusion of the Annual General Meeting or may be obtained
from the Company Secretary by requesting a copy using the address and details
provided in the annual report. The proposed new Articles (marked to show the
proposed changes) will also be available for inspection at the place of the
forthcoming Annual General Meeting for at least 15 minutes before and during
that Annual General Meeting.
Directors
The current Directors of the Company are Maria Luisa Cicognani, Diana Dyer
Bartlett and Gyula Schuch. Maria Luisa Cicognani and Gyula Schuch served as
Directors throughout the year to 30 November 2025 and up to the date of this
report. Diana Dyer Bartlett joined the Board with effect from 17 March 2025 as
an independent non-executive Director, and Christopher Casey retired as an
independent non-executive Director following the Company's AGM on 15 May 2025.
Maria Luisa Cicognani will step down from her role as independent
non-executive Director and Chair of the Company following the completion of
the forthcoming AGM. Gyula Schuch will succeed her as Chairman of MMIT.
Sophie Wright was appointed as an independent non-executive Director with
effect from 1 April 2026. Together with Diana Dyer Bartlett and Gyula Schuch,
she will stand for election by shareholders at the forthcoming AGM.
No other person was a director during any part of the year or up to the
approval of this report.
Directors' Conflicts of Interest
For Directors' potential conflicts of interest, please see the Corporate
Governance Statement.
Directors' and Officers' Liability Insurance Cover
Directors' and Officers' liability insurance cover was maintained by the Board
during the year ended 30 November 2025. It is intended that this policy will
continue for the year ending 30 November 2026 and subsequent years.
Directors' Indemnities
Subject to the provisions of applicable UK legislation, the Company provides
an indemnity for Directors in respect of costs incurred in the defence of any
proceedings brought against them and also liabilities owed to third parties,
in either case arising out of their positions as Directors of the Company.
This was in place throughout the financial year under review and up to the
date of the approval of this report. The indemnities are qualifying third
party provisions for the purposes of the Companies Act 2006.
A copy of each deed of indemnity is available for inspection at the Registered
Office of the Company during normal business hours and will be available for
inspection at the Annual General Meeting.
Directors' Fees
Reports on Directors' Remuneration and also the Directors' Remuneration Policy
are set out below.
Appointment and Replacement of Directors
Unless otherwise determined by the Company by ordinary resolution, the number
of Directors shall not be less than two.
Directors' Interests
The beneficial interests in the Company of the Directors, and of the persons
closely associated with them, are set out in the Directors' Remuneration
Report.
Capital Structure
As at 30 November 2025 there were 115,420,336 redeemable ordinary shares of 1p
each (2024: 115,420,336 ordinary shares) and 50,000 management shares of £1
each in issue.
Following the 2025 redemption exercise, 49,729,629 ordinary shares were
cancelled on 1 December 2025, leaving 65,690,707 redeemable ordinary shares of
1p each and 50,000 management shares of £1 each in issue.
All ordinary shares rank equally for dividends and distributions. Each
shareholder is entitled to one vote on a show of hands and, on a poll, to one
vote for every Ordinary share held. Details of the substantial holders of
Ordinary shares in the Company are listed below.
The management shares do not carry a right to receive notice of, or attend or
vote at, any general meeting of the Company unless no other shares are in
issue at that time. The management shares are entitled to receive, in priority
to any payment of a dividend on any other class of share, a fixed cumulative
dividend of 0.01% per annum on their nominal amount. On a return of capital
(including on a winding up) the holders of the management shares shall only
receive an amount up to the capital paid up on such management shares. The
management shares are not redeemable.
There are no restrictions concerning the transfer of ordinary shares in the
Company; no special rights with regard to control attached to ordinary shares;
and no restrictions on voting rights.
The Board is not aware of any significant agreements that take effect, alter
or terminate upon a change of control of the Company following a takeover bid,
nor any agreements with the Company and its Directors for compensation for
loss of office that occurs because of a takeover bid.
Details of the voting rights in the Company's shares at the date of this
Annual Report are given in Note 2 to the Notice of the Annual General Meeting.
Share Issues and Buybacks
The Directors currently have the authority to issue shares up to an aggregate
nominal amount equal to 20% of the issued share capital of the Company. They
also have the authority to issue shares, or sell Treasury shares, up to an
aggregate nominal amount equal to 20% of the issued share capital for cash,
without pre-emption rights applying. These authorities will expire at the AGM
to be held on 13 April 2026, when resolutions to renew them will be proposed.
The Company's share issuance policy allows the issuance of new shares at a
small premium to the net asset value per share on a regular basis acting as a
premium management tool.
Furthermore, at the last AGM held on 15 May 2025, the Directors were granted
authority to repurchase up to 14.99% of the Company's issued share capital.
This authority will also expire at the forthcoming AGM, when a resolution to
renew it will be proposed. As set out in MMIT's prospectus issued at the
Company's IPO, the Company may resolve to buy back shares when the share price
discount to the net asset value per share rises above 5%, at the Board's
discretion.
As at 30 November 2025, the number of ordinary shares in issue was
115,420,336. No Ordinary shares were issued during the year and no shares were
bought back.
Since the year-end no further Ordinary shares have been issued and no shares
have been bought back. Pursuant to the Company's 2025 redemption facility,
49,729,629 ordinary shares were redeemed and cancelled on 1 December 2025,
resulting in 65,690,707 ordinary shares in issue.
Treasury Shares
The Company may make market purchases of its own shares for cancellation or
for holding in Treasury where it is considered by the Board to be cost
effective and positive for the management of the Company's capital base to do
so. During the year, and since the year end, no shares were purchased for, or
held in, Treasury.
Shares would only be re-issued from Treasury at a price representing a premium
to net asset value per share.
Redemption Facility
As set out in the IPO prospectus and the Company's Articles of Association,
the Company has a redemption facility through which shareholders are entitled
to request the redemption of all or part of their holding of ordinary shares
on a periodic basis. The first redemption point for the Ordinary shares was on
30 November 2022 and the second was on 1 December 2025 (30 November being a
Sunday). The redemption facility currently provides for a redemption option
every 3 years, with the next such option scheduled for 2028. However, at the
forthcoming AGM, the Board is putting forward a proposal to change the
Company's Articles to the effect that the redemption cycle is reduced from
three to two years, such that the next redemption exercise will be held in
2027.
Shareholders submitting valid requests for the redemption of Ordinary shares
may have their shares redeemed at the Redemption Price. The Company may, prior
to a Redemption Point, in its sole discretion, invite investors to purchase
Ordinary shares which are the subject of Redemption Requests pursuant to a
matched bargain facility. In addition, the Company may, subject to law and
regulation, purchase Ordinary shares which are the subject of Redemption
Requests on-market via an intermediary pursuant to an existing shareholder
authority. The price at which such transfers or purchases will be made will
not be less than the Redemption Price which the Shareholder requesting
redemption would have received if the Redemption Price had been determined by
reference to the Dealing Value per Ordinary share applicable on the relevant
Redemption Point. Shareholders will be notified after the Redemption Point
whether their Ordinary shares have been redeemed by the Company under the
redemption facility at the Redemption Price or sold to incoming investors
under the matched bargain facility or purchased by the Company. The Directors
have absolute discretion to operate the periodic redemption facility on any
given Redemption Point and to accept or decline in whole or part any
redemption request.
During the redemption exercise in 2025, redemption requests in respect of a
total of 49,729,629 Ordinary shares were received, representing 43.1% of
issued share capital at the time. Of these redemption requests all Ordinary
shares were redeemed and cancelled by the Company. Cash, assets and
liabilities attributable to the redeemed 49,729,629 Ordinary shares were
placed into a specially created redemption pool and liquidated. At the end of
the liquidation period, the redemption price payable per redeemed share was
announced on 27 January 2026 and redeeming shareholders were paid on 30
January 2026.
The Board and the Investment Manager believe that the Company's investment
case remains highly compelling and therefore did not redeem any of their
shares in the 2025 redemption.
Substantial Interests in Share Capital
As at 30 November 2025 and 3 March 2026, being the latest practicable date
before publication of the Annual Report, the Company was aware of the
following substantial interests in the voting rights of the Company:
115,420,336 ordinary shares in issue as at 30 November 2025
Number of % of issued
ordinary share
Shareholder shares held capital
City of London Investment Management 14,160,857 12.27
Weiss Asset Management 12,702,117 11.01
Almitas Capital 7,619,918 6,60
CG Asset Management 5,926,302 5.14
Bank of America Merrill Lynch 5,826,655 5.05
1607 Capital Partners 5,782,581 5.01
65,690,707 ordinary shares in issue as at the latest practicable date, this
being 3 March 2026
Number of % of issued
ordinary share
Shareholder shares held capital
City of London Investment Management 17,523,344 26.68
Ameriprise Financial, Inc 4,751,200 7.23
Interests of the Investment Manager's team in the shares of the Company as at
3 March 2026, the latest practicable date, were:
Team at MCP 1,508,050 2.30%(#)
(#) Based on 65,690,707 shares in issue.
Political Donations
The Company has not made any political donations in the past, nor does it
intend to do so in the future.
Global Greenhouse Gas Emissions for the Year ended 30 November 2025
The Company is an investment trust, with neither employees nor premises, nor
has it any financial or operational control of the assets which it owns. It
has no greenhouse gas emissions to report from its operations nor does it have
responsibility for any other emissions producing sources under the Companies
Act 2006 (Strategic Report and Directors' Report) Regulations 2013, including
those within the Company's underlying investment portfolio. Consequently, the
Company consumed less than 40,000 kWh of energy during the year in respect of
which the Directors' Report is prepared and therefore is exempt from the
disclosures required under the Streamlined Energy and Carbon Reporting
criteria.
Going Concern
The Directors have adopted the going concern basis in preparing these
financial statements. The following is a summary of the matters which the
Directors considered in assessing that the Company had sufficient resources to
continue in operational existence for at least twelve months from the date of
this document.
The Directors have considered the nature of the Company's investments,
including the fact that all investments are listed and highly liquid. In the
2025 redemption exercise, some 43% of the Company's portfolio was liquidated
in less than 60 days. The Directors also considered the principal and
emerging risks which could affect the Company, the impact of the 2025
redemption exercise on the Company's operations, the cash position, income and
expense flows for the period to 31 March 2027. The Directors additionally
reviewed stress tests and reverse stress tests which modelled the effects of
substantial falls in markets and significant reductions in market liquidity on
the Company's NAV and cash flows. The Company does not have any borrowings.
The Viability Statement in the Business Review should be read in conjunction
with this statement.
UK Sanctions
The Board has made due diligence enquiries of the service providers that
process the Company's shareholder data to ensure the Company's compliance with
the UK sanctions regime. The relevant service providers have confirmed that
they check the Company's shareholder data against the UK sanctions list on a
regular basis. At the date of this report, no sanctioned individuals had been
identified on the Company's shareholder register. The Board notes that
stockbrokers and execution-only platforms also carry out their own due
diligence.
Common Reporting Standard ("CRS")
CRS is a global standard for the automatic exchange of information
commissioned by the Organisation for Economic Cooperation and Development and
incorporated into UK law by the International Tax Compliance Regulations 2015.
CRS requires the Company to provide certain additional details to HMRC in
relation to certain shareholders. The reporting obligation began in 2016 and
is an annual requirement. The Registrars, Computershare Investor Services,
have been engaged to collate such information and file the reports with HMRC
on behalf of the Company.
UK Listing Rule 6.6.4R
UK Listing Rule 6.6.4R requires the Company to include certain information,
more applicable to traditional trading companies, in a single identifiable
section of the Annual Report or a cross reference table indicating where the
information is set out. The Directors confirm that there are no disclosures to
be made in this regard.
Beneficial Owners of Ordinary Shares - Information Rights
The beneficial owners of ordinary shares who have been nominated by the
registered holder of those shares to receive information rights under Section
146 of the Companies Act 2006 are required to direct all communications to the
registered holder of their shares rather than to the Company's registrar,
Computershare, or to the Company directly.
Statement of Disclosure of Information to the Auditor
As far as the Directors are aware, there is no relevant information (as
defined in the Companies Act 2006) of which the Company's auditor is unaware.
The Directors have taken all steps they ought to have taken to make themselves
aware of any relevant audit information and to establish that the auditor is
aware of such information.
By order of the Board
Frostrow Capital LLP
Company Secretary
6 March 2026
STATEMENT OF DIRECTORS' RESPONSIBILITIES
In respect of the Annual Report and the Financial Statements
The Directors are responsible for preparing the Annual Report and the
financial statements in accordance with applicable laws and regulations.
Company law requires the Directors to prepare financial statements for each
financial year. Under that law the Directors have prepared the financial
statements in accordance with United Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting Standards, comprising FRS 102 "The
Financial Reporting Standard applicable in the UK and Republic of Ireland",
and applicable law).
Under company law, the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Company and of the profit or loss of the Company for that
period. In preparing the financial statements, the Directors are required to:
· select suitable accounting policies and then apply them
consistently;
· state whether applicable United Kingdom Accounting Standards,
comprising FRS 102 have been followed, subject to any material departures
disclosed and explained in the financial statements;
· make judgements and accounting estimates that are reasonable and
prudent; and
· prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will continue in
business.
The Directors are also responsible for safeguarding the assets of the Company
and hence for taking reasonable steps for the prevention and detection of
fraud and other irregularities.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the company and
enable them to ensure that the financial statements and the Directors'
Remuneration Report comply with the Companies Act 2006.
The Directors are also responsible for the maintenance and integrity of the
Company's website. Legislation in the United Kingdom governing the preparation
and dissemination of financial statements may differ from legislation in other
jurisdictions.
Directors' Confirmations
The Directors consider that the Annual Report and Financial Statements, taken
as a whole, are fair, balanced and understandable and provide the information
necessary for shareholders to assess the Company's position, performance,
business model and strategy.
Each of the current Directors, whose names and functions are listed in the
'Board of Directors' confirm that, to the best of their knowledge:
· the Company's Financial Statements, which have been prepared in
accordance with United Kingdom Accounting Standards, comprising FRS 102, give
a true and fair view of the assets, liabilities, financial position and profit
of the Company; and
· the Strategic Report includes 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.
In the case of each Director in office at the date the Report of the Directors
is approved:
· so far as the Director is aware, there is no relevant audit
information of which the Company's auditor is unaware; and
· they have taken all the steps that they ought to have taken as a
Director in order to make themselves aware of any relevant audit information
and to establish that the Company's auditor is aware of that information.
Approved by the Board of Directors and signed on its behalf by
Maria Luisa Cicognani
Chairman
6 March 2026
Financial Statements
INCOME STATEMENT
for the year ended 30 November 2025
Year ended 30 November 2025 Year ended 30 November 2024
Revenue Capital Total Revenue Capital Total
Notes £'000 £'000 £'000 £'000 £'000 £'000
Gains on investments held at fair value 8 - 13,756 13,756 - 8,696 8,696
Exchange (losses)/gains on currency balances 2 (536) (534) (2) (114) (116)
Income 2 2,218 - 2,218 3,496 - 3,496
Investment management and management service fees 3 (587) (1,370) (1,957) (576) (1,343) (1,919)
Other expenses 4 (562) - (562) (490) - (490)
Return on ordinary activities before taxation 1,071 11,850 12,921 2,428 7,239 9,667
Taxation on ordinary activities 5 (279) (1,140) (1,419) (229) (940) (1,169)
Return after taxation attributable to equity shareholders 792 10,710 11,502 2,199 6,299 8,498
Return per share basic and diluted 7 0.69p 9.28p 9.97p 1.91p 5.45p 7.36p
The "Total" column of this statement represents the Company's Income
Statement. The Revenue and Capital columns are supplementary to this and are
prepared under guidance published by the Association of Investment Companies
(AIC).
All items in the above statement derive from continuing operations.
The Company had no other comprehensive income or expenses other than those
shown above and therefore no separate Statement of Other Comprehensive Income
has been presented.
The accompanying notes are an integral part of these financial statements.
STATEMENT OF CHANGES IN EQUITY
for the year ended 30 November 2025
Capital
Share Share Special Redemption Capital Revenue
capital premium reserve reserve reserves reserve Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
At 1 December 2024 1,167 21,158 95,093 14 53,201 2,951 173,584
Return for the year - - - - 10,710 792 11,502
Ordinary Final dividend (1.7p) for the year ended 30 November 2024 - - - - - (1,962) (1,962)
Balance at 30 November 2025 1,167 21,158 95,093 14 63,911 1,781 183,124
Capital
Share Share Special Redemption Capital Revenue
capital premium reserve reserve reserves reserve Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
At 1 December 2023 1,167 21,158 95,093 14 46,902 2,195 166,529
Return for the year - - - - 6,299 2,199 8,498
Ordinary Final dividend (1.25p) for the year ended 30 November 2023 - - - - - (1,443) (1,443)
Balance at 30 November 2024 1,167 21,158 95,093 14 53,201 2,951 173,584
The accompanying notes are an integral part of these financial statements.
STATEMENT OF FINANCIAL POSITION
as at 30 November 2025
2025 2024
Notes £'000 £'000
Fixed assets
Investments held at fair value through profit or loss 8 171,422 166,627
Current assets
Debtors 9 125 2,779
Cash at bank and in hand 15 13,597 6,618
13,722 9,397
Current liabilities
Creditors (amounts falling due within one year) 10 (318) (262)
Net current assets 13,404 9,135
Total assets less current liabilities 184,826 175,762
Non-current liabilities
Deferred tax liability 11 (1,702) (2,178)
Net assets 183,124 173,584
Capital and reserves
Called up share capital 12 1,167 1,167
Share premium 21,158 21,158
Special reserve 95,093 95,093
Capital redemption reserve 14 14
Retained Earnings:
Capital reserves 63,911 53,201
Revenue reserve 1,781 2,951
Total Shareholders' funds 183,124 173,584
Net asset value per Ordinary Share (p) 13 158.66 150.39
The Financial Statements were approved, and authorised for issue, by the Board
of Directors on 6 March 2026 and signed on its behalf by:
Maria Luisa Cicognani
Chair
Mobius Investment Trust plc - Company Registration Number: 11504912
(Registered in England and Wales)
The accompanying notes are an integral part of these financial statements.
STATEMENT OF CASH FLOWS
for the year ended 30 November 2025
2025 2024
Note £'000 £'000
Operating activities
Profit before taxation 12,921 9,667
Adjustments for:
Gains on investments (13,222) (8,580)
Decrease/(increase) in other receivables 58 (54)
(Decrease)/increase in other payables (420) 380
Overseas taxation (1,419) (1,169)
Net cash (outflow)/inflow operating activities (2,082) 244
Investing activities
Purchase of investments (142,867) (35,689)
Sale of investments 154,424 32,900
Net cash inflow/(outflow) from investing activities 11,557 (2,789)
Financing activities
Dividends paid 6 (1,962) (1,443)
Net cash outflow from financing activities (1,962) (1,443)
Increase/(decrease) in cash and cash equivalents 7,513 (3,988)
Cash and cash equivalents at beginning of year 6,618 10,722
Currency translation differences (534) (116)
Increase/(decrease) in cash and cash equivalents 7,513 (3,988)
Cash at bank at the end of the financial year 14 13,597 6,618
Dividends and interest received during the year amounted to £2,059,000 and
£86,000 (2024: £3,276,000 and £236,000).
The accompanying notes form part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS
1. Accounting Policies
The principal accounting policies, all of which have been applied consistently
throughout the year in the preparation of these Financial Statements, are set
out below:
(a) Basis of preparation
The Financial Statements have been prepared in accordance with UK Generally
Accepted Accounting Practice ("GAAP") under UK and Republic of Ireland Company
Law, FRS 102 'The Financial Reporting Standard applicable in the UK, the
Statement of Recommended Practice ("SORP") for "Financial Statements of
Investment Trust Companies and Venture Capital Trusts" issued by the
Association of Investment Companies in July 2022 and the Companies Act 2006
under the historical cost convention as modified by the valuation of
investments at fair value through profit or loss.
The Financial Statements have been prepared on a going concern basis. The
disclosure on going concern above in the Report of the Directors forms part of
these Financial Statements.
All values are rounded to the nearest thousand pounds (£'000) except where
otherwise indicated.
Significant Judgements
There is one significant judgement involved in the presentation of the
Company's accounts being the judgement on the functional currency of the
Company.
The Company's investments are made in foreign currencies, however the Board
considers the Company's functional currency to be sterling. In arriving at
this conclusion, the Board considered that the shares of the Company are
listed on the London Stock Exchange, it is regulated in the United Kingdom and
pays dividends and expenses in sterling.
Presentation of the Income Statement
In order to reflect better the activities of an investment trust company and
in accordance with the SORP, supplementary information which analyses the
Income Statement between items of a revenue and capital nature has been
presented alongside the Income Statement. The net revenue return is the
measure the Directors believe appropriate in assessing the Company's
compliance with certain requirements set out in Section 1158 of the
Corporation Tax Act 2010.
(b) Valuation of Investments
Investments are measured under FRS 102, sections 11 and 12 and are measured
initially, and at subsequent reporting dates, at fair value.
Changes in the fair value of investments and gains and losses on disposal are
recognised in the Income Statement as a capital item. The Company manages and
evaluates the performance of these investments on a fair value basis in
accordance with its investment strategy, and information about the investments
is provided internally on this basis to the Board. Fair value for quoted
investments is deemed to be bid market prices, or last traded price, depending
on the convention of the stock exchange on which they are quoted.
All purchases and sales of investments are accounted for on the trade date
basis.
The Company's policy is to expense transaction costs on acquisition/disposal
through the gains on investment at fair value through profit or loss. The
total of such expenses, showing the total amounts included in disposals and
acquisitions are disclosed in note 8 of the Financial Statements.
In addition, for financial reporting purposes, fair value measurements are
categorised into a fair value hierarchy based on the degree to which the
inputs to the fair value measurements are observable and the significance of
the inputs to the fair value measurement in its entirety, which are described
as follows:
· Level 1 - Quoted prices in active markets;
· Level 2 - Inputs other than quoted prices included within Level 1
that are observable (i.e. developed using market data), either directly or
indirectly; and
· Level 3 - Inputs are unobservable (i.e. for which market data is
unavailable).
(c) Investment Income
Dividends receivable from equity shares are recognised in Revenue on an
ex-dividend basis except where, in the opinion of the Board, the dividend is
capital in nature, in which case it is included in Capital.
Overseas dividends are reported gross of withholding tax.
Special dividends are looked at individually to decide the reason behind the
payment. In deciding whether a dividend should be regarded as a capital or
revenue receipt, the Company reviews all relevant information as to the
reasons for and sources of the dividend on a case by case basis. Special
dividends of a revenue nature are recognised through the revenue column of the
Income Statement. Special dividends of a capital nature are recognised through
the capital column of the Income Statement.
Deposit interest receivable is taken to the revenue account on an accruals
basis.
(d) Expenses and finance costs
All expenses and finance costs are accounted for on an accruals basis.
Expenses are charged through the Revenue column of the Income Statement except
as follows:
· Expenses which are incidental to the acquisition or disposal of
an investment are treated as part of the cost or proceeds of that investment;
· Expenses are taken to the Capital reserve via the Capital column
of the Income Statement, where a connection with the maintenance or
enhancement of the value of investments can be demonstrated. In line with the
Board's expected long-term split of returns, in the form of capital gains and
income from the Company's portfolio, 70% of the Investment Management fees,
Administration and Management Services fees and finance costs are taken to the
Capital reserve.
(e) Taxation
In line with the recommendations of the SORP, the tax effect of different
items of expenditure is allocated between capital and revenue using the
marginal basis. Deferred taxation is provided on all timing differences that
have originated but not been reversed by the Statement of Financial Position
date other than those regarded as permanent. This is subject to deferred tax
assets only being recognised if it is considered more likely than not that
there will be suitable profits from which the reversal of timing differences
can be deducted. Any liability to deferred tax is provided for at the rate of
tax enacted or substantially enacted.
Dividend income received by the Company may be subject to withholding tax
imposed in the country of origin. The tax charges shown in the Income
Statement relate mainly to overseas withholding tax on dividend income and
Indian capital gains tax.
Indian capital gains tax is allocated to the Capital column of the Income
Statement.
(f) Foreign currency
The currency of the primary economic environment in which the Company operates
(the functional currency) is sterling, which is also the presentational
currency of the Company. Transactions recorded in overseas currencies during
the year are translated into sterling at the appropriate daily exchange rates.
Assets and liabilities denominated in overseas currencies at the Statement of
Financial Position date are translated into sterling at the exchange rate
ruling at that date.
Exchange differences are included in the Income Statement and allocated as
capital if they are of a capital nature, or as revenue if they are of a
revenue nature.
(g) Nature and purpose of reserves
Ordinary share capital
· represents the nominal value of the issued ordinary share
capital.
Share premium account
· represents the surplus of net proceeds received from the issue of
new shares over the nominal value of such shares. The share premium account is
non-distributable.
Special reserve
· this reserve was created upon the cancellation of some of the
Share Premium Account. This reserve is distributable by way of a dividend and
can also be used to fund any repurchases or the redemption of the Company's
own shares.
Capital redemption reserve
· a transfer will be made to this reserve on cancellation of the
Company's own shares redeemed, equal to the nominal value of the shares. This
reserve is non-distributable.
Capital reserve
This reserve reflects any:
· gains or losses on the disposal of investments;
· exchange differences of a capital nature;
· the increases and decreases in the fair value of investments
which have been recognised in the Capital column of the Income Statement; and
· expenses which are capital in nature as disclosed in Note 4
below.
This reserve can also be used to distribute realised capital profits by way of
a dividend and to fund any repurchases or redemptions of the Company's own
shares.
Any gains in the fair value of investments that are not readily convertible to
cash are treated as unrealised gains in the Capital reserve.
Revenue reserve
· reflects income and expenditure which is recognised in the
Revenue column of the Income Statement and is distributable by way of
dividend.
(h) Dividends payable
Dividends paid by the Company are recognised in the Financial Statements and
are shown in the Statement of Changes in Equity in the period in which they
became legally binding, which in the case of an interim dividend is the point
at which it is paid and for a final dividend when it is approved by
Shareholders at the AGM, in line with the ICAEW Tech Release 02/17BL.
2. Income
Year ended Year ended
30 November 30 November
2025 2024
£'000 £'000
Income from investments
Overseas dividends* 2,128 3,276
Other income - bank interest 90 220
2,218 3,496
* includes special dividend received from Kangji Medical Holdings
of £564,000 during the year ended 30 November 2024.
3. Investment Management and Management Service Fees
Year ended 30 November 2025 Year ended 30 November 2024
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Investment management fees -
MCP Emerging Markets LLP 479 1,118 1,597 470 1,096 1,566
Management service fees - Frostrow Capital LLP 108 252 360 106 247 353
587 1,370 1,957 576 1,343 1,919
Further information regarding Investment Management and Management Service
fees can be found in the Business Review.
4. Other Expenses
Year ended Year ended
30 November 30 November
2025 2024
£'000 £'000
Directors' fees 113 105
Auditor's remuneration - Statutory annual audit 44 41
Custody fees 105 100
Depositary fees 25 26
Registrar fees 17 19
Company Broker fees 45 45
Stock listing and FCA fees 24 23
Marketing, promotional and research costs* 64 28
Other administrative expenses 125 103
562 490
* Includes additional marketing in relation to the Redemption
opportunity amounting to £22,000..
** Includes legal fees in relation to the Redemption opportunity
amounting to £9,000 and other non-recurring expenses amounting to £30,000.
5. Taxation
(a) Analysis of charge in the year
Year ended 30 November 2025 Year ended 30 November 2024
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Overseas taxation 279 - 279 229 - 229
Overseas capital gains tax - 1,140 1,140 - 940 940
279 1,140 1,419 229 940 1,169
Overseas tax arose as a result of irrecoverable withholding tax on overseas
dividends and Indian capital gains tax ("CGT").
Indian CGT arises on capital gains on the sale of Indian securities at a rate
of 20% on short-term capital gains (defined as those where the security was
held for less than a year) and 12.5% on long-term capital gains. At 30
November 2025 a provision of 20% was made on short-term capital gains and
12.5% on long-term capital gains. A deferred tax liability for CGT as at 30
November 2025 is recognised on unrealised capital gains on Indian securities
see Note 11 to the Financial Statements: £1,702,000 (2024: £2,178,000).
(b) Reconciliation of Tax Charge
The tax charge for the year is lower than the standard rate of corporation tax
in the UK of 25% (2024: 25%). The differences are explained below:
Year ended 30 November 2025 Year ended 30 November 2024
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Total return on ordinary activities before tax 1,071 11,850 12,921 2,428 7,239 9,667
Corporation tax charged at 25% (2024: 25%) 268 2,963 3,231 607 1,810 2,417
Effects of:
Gains on investments not subject to UK corporation tax - (3,439) (3,439) - (2,175) (2,175)
Non-taxable foreign exchange losses - 133 133 - 29 29
Unutilised management expenses 287 343 630 267 336 603
Income not subject to corporation tax (555) - (555) (874) - (874)
Overseas taxation 279 - 279 229 - 229
Indian capital gains tax - 1,140 1,140 - 940 940
Tax charge for the year 279 1,140 1,419 229 940 1,169
(c) Provision for UK deferred taxation
For the year ended 30 November 2025, the Company had cumulative unutilised
management expenses for taxation purposes of £15,039,000 (2024:
£12,520,000). It is unlikely the Company will generate sufficient taxable
income in excess of the available deductible expenses and therefore the
Company has not recognised a deferred tax asset of £3,760,000 (2024:
£3,130,000) based on a prospective corporation tax rate of 25% (2024: 25%).
Due to the Company's status as an investment company and the intention to
continue meeting the conditions required to maintain such a status in the
foreseeable future, the Company has not provided for deferred UK tax on any
capital gains or losses arising on the revaluation or disposal of investments.
Deferred tax has been provided for on capital gains arising on Indian
Securities as disclosed in note 5(a) above.
6. Dividends
In accordance with FRS 102 dividends are included in the Financial Statements
in the year in which they are paid or approved by Shareholders. Amounts
recognised as distributable to Shareholders for the year end 30 November 2025
were as follows:
2025 2024
Ex-Dividend date Payment date £'000 £'000
Final dividend paid for the year ended 30 November 2024 of 1.7p per share 1 May 2025 28 May 2025 1,962 -
Final dividend paid for the year ended 30 November 2023 of 1.25p per share 11 April 2024 7 May 2024 - 1,443
The final dividend of 1.7p in respect of the year ended 30 November 2025
(2024: 1.7p) has not been included as a liability in these Financial
Statements as it is only recognised in the financial year in which it is paid.
The total dividends payable in respect of the financial year which forms the
basis of the retention test under Section 1158 of the Corporation Tax Act 2010
are set out below:
Year ended Year ended
30 November 30 November
2025 2024
£'000 £'000
Revenue available for distribution by way of dividend for the year 792 2,199
Final dividend of 1.7p (2024: 1.7p) per share* (1,117) (1,962)
Transfer (from)/to revenue reserves following distribution (325) 237
* Based on the number of shares in issue as at 1 December 2025
(following the redemption exercise) being 65,690,707 (2024: 115,420,336 on the
ex-dividend date).
7. Return per share - basic and diluted
The return per share figures are based on the following figures:
Year ended Year ended
30 November 30 November
2025 2024
£'000 £'000
Net revenue return 792 2,199
Net capital return 10,710 6,299
Net total return 11,502 8,498
Year ended Year ended
30 November 30 November
2025 2024
Pence Pence
Revenue return per share 0.69 1.91
Capital return per share 9.28 5.45
Total return per share 9.97 7.36
Weighted average number of Ordinary shares in issue during the year 115,420,336 115,420,336
During the year (2024: nil) there were no dilutive instruments held, therefore
the basic and diluted return per share are the same.
8. Investments held at fair value through profit or loss
30 November 30 November
2025 2024
£'000 £'000
Opening book cost 152,603 137,757
Opening investment holding gains 14,024 18,933
Opening fair value 166,627 156,690
Purchases at cost 142,867 35,467
Sales proceeds (151,828) (34,226)
Gains on investments held at fair value through profit or loss 13,756 8,696
Closing fair value 171,422 166,627
Closing book cost 141,285 152,603
Closing investment holding gains 30,137 14,024
Closing fair value 171,422 166,627
The Company received £151,828,000 (2024: £34,226,000) from investments sold
in the year. The book cost of the investments when they were purchased was
£154,248,000 (2024: £20,621,000). These investments have been revalued over
time until they were sold. Any unrealised gains/losses were included in the
fair value of the Investments.
During the year the Company incurred transaction costs on purchases of
£260,000 (2024: £47,000).
Sales transaction costs incurred during the year were £368,000 (2024:
£103,000) and comprised commission.
9. Debtors
30 November 30 November
2025 2024
£'000 £'000
Outstanding sales due for settlement - 2,596
Accrued income 66 11
Overseas tax recoverable 9 117
Non-redeemable preference shares recoverable - Management Shares 13 13
Other debtors 37 42
125 2,779
10. Creditors: amounts falling due within one year
30 November 30 November
2025 2024
£'000 £'000
Investment management fee - MCP Emerging Markets LLP 136 133
Management service fee - Frostrow Capital LLP 30 30
Other creditors 152 99
318 262
11. Deferred tax liability
30 November 30 November
2025 2024
£'000 £'000
Deferred taxation on unrealised capital gains on Indian securities 1,702 2,178
See note 5(a) above for further details.
12. Called up Share Capital
30 November 30 November
2025 2024
£'000 £'000
Allotted and fully paid
115,420,336 (2024: 115,420,336) Ordinary shares of 1p each 1,154 1,154
Called up Management Shares
50,000 (2024: 50,000) non-redeemable - Management Shares of £1 each.* 13 13
1,167 1,167
* These shares are held by the Investment Manager, each of which
one quarter is called up.
The capital of the Company is managed in accordance with its investment policy
which is detailed in the Strategic Report.
During the year the Company issued no new shares (2024: nil) and did not
purchase any shares for cancellation (2024: nil).
The Company does not have any externally imposed capital requirements.
13. Net Asset Value Per Ordinary Share
30 November 30 November
2025 2024
Net Assets (£'000) 183,124 173,584
Number of shares in issue 115,420,336 115,420,336
Net asset value per share 158.66p 150.39p
During the year (2024: nil) there were no dilutive instruments held, therefore
the basic and dilutive net asset value per share are the same.
14. Financial Instruments
The Company's financial instruments comprise Its investment portfolio, cash
balances and debtors and creditors that arise directly from its operations. As
an investment trust the Company holds an investment portfolio of financial
assets in pursuit of its investment objective.
Fixed asset investments (see note 8 above are valued at fair value in
accordance with the Company's accounting policies. The fair value of all other
financial assets and liabilities is represented by their carrying value in the
Statement of Financial Position.
All investments have been classified as Level 1.
The main risks that the Company faces arising from its financial instruments
are:
(i) market risk, including:
- Other price risk, being the risk that the value of investments will
fluctuate as a result of changes in market prices;
- interest rate risk, being the risk that the future cash flows of a
financial instrument will fluctuate because of changes in interest rates;
- foreign currency risk, being the risk that the value of financial
assets and liabilities will fluctuate because of movements in currency rates;
(ii) credit risk, being the risk that a counterparty to a financial
instrument will fail to discharge an obligation or commitment that it has
entered into with the Company; and
(iii) liquidity risk, being the risk that the Company will not be able to
meet its liabilities when they fall due. This may arise should the Company not
be able to liquidate its investments. Under normal market trading volumes the
investment portfolio could be substantially realised in less than 60 days.
Other price risk
The management of price risk is part of the Investment management process and
is typical of equity investment. The investment portfolio is managed with an
awareness of the effects of adverse price movements through detailed and
continuing analysis with an objective of maximising overall returns to
shareholders. Further information on how the investment portfolio is managed
is set out in the Investment Manager's Review. Although it is the Company's
current policy not to use derivatives they may be used from time to time, with
prior Board approval, to hedge specific market risk or gain exposure to a
specific market.
If the investment portfolio valuation rose or fell by 10% at 30 November 2025
(2024: 10%), the impact on the profit and loss and net asset value would have
been £17.1 million (2024: £17.0 million). The calculations are based on the
investment portfolio valuation as at the respective Statement of Financial
Position dates and are not necessarily representative of the year as a whole.
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a
financial instrument will fluctuate because of changes in market interest
rates.
When the Company retains cash balances the majority of the cash is held in the
custody account at The Northern Trust Company. The benchmark rate which
determines the interest payments received on cash balances is the bank base
rate for the relevant currency for each deposit.
Interest rate movements may affect the level of income receivable on cash
deposits and cash equivalents and interest payable on borrowing.
Interest rate exposure
The exposure of financial assets and financial liabilities to floating
interest rates, giving cash flow interest rate risk when rates are re-set, is
shown below:
30 November 30 November
2025 2024
£'000 £'000
Exposure to floating interest rates:
Cash at bank and in hand 13,597 6,618
Net exposure 13,597 6,618
Interest rate sensitivity
The following table illustrates the sensitivity of the return after taxation
for the year and net assets to a 0.5% (2024: 0.5%) increase or decrease in
interest rates in regards to the Company's monetary financial assets and
financial liabilities. This level of change is considered to be a reasonable
illustration based on observation of current market conditions. The
sensitivity analysis is based on the Company's monetary financial instruments
held at the accounting date with all other variables held constant.
30 November 2025 30 November 2024
0.5% increase 0.5% decrease 0.5% increase 0.5% decrease
in rate
in rate
in rate
in rate
£'000
£'000
£'000
£'000
Income statement - return after taxation
Revenue return/(loss) 68 (68) 31 (31)
Capital return - - - -
Total return after taxation 68 (68) 31 (31)
Net assets 68 (68) 31 (31)
The Directors do not consider the exposure to interest risk as being material
to the Company.
Foreign currency risk
Foreign currency risk is the risk that fair values of future cash flows of a
financial instrument fluctuate because of changes in foreign exchange rates.
The Company Invests in overseas securities and holds foreign currency cash
balances which give rise to currency risks. Foreign currency risks are managed
alongside other market risks as part of the management of the investment
portfolio. it is currently not the Company's policy to hedge this risk on a
continuing basis but it can do so from time to time.
Foreign currency exposure:
2025 2024
Investments Cash Debtors Creditors Investments Cash Debtors Creditors
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
New Taiwanese dollar 42,904 25 9 - 39,294 24 931 -
Indian rupee 40,825 - - - 24,172 - - -
Korean won 33,670 - - - 16,140 - - -
Brazilian real 14,008 - 62 - 18,241 - 1,666 -
US dollar 11,578 103 - - 11,070 108 - -
Vietnamese dong 9,526 417 - - 8,473 557 - -
Hong Kong dollar 7,306 - - - 4,974 - 87 -
Turkish lira 6,526 - - - 19,427 - - -
Kenyan shilling 5,079 - - - 7,882 - - -
Polish zloty - - - - - - 21 -
Thailand baht - - - - 8,490 - - -
Malaysian ringgit - - - - 5,610 - - -
South African rand - - - - 2,854 - 7 -
Total 171,422 545 71 - 166,627 689 2,712 -
At 30 November 2025, the Company had £13,052,000 (2024: £5,929,000) of
sterling cash balances.
Foreign currency sensitivity
During the year sterling strengthened by an average of 3.19% (2024: 3.3%
strengthened) against all of the currencies in the investment portfolio
(weighted for exposure at 30 November 2025), if the value of sterling had
strengthened against each of the currencies in the portfolio by 10%, the
impact on the net asset value would have been negative £17.0 million (2024:
£17.0 million). If the value of sterling had weakened against each of the
currencies in the investment portfolio by 10%, the impact on the net asset
value would have been positive £17.0 million (2024: £17.0 million). The
calculations are based on the investment portfolio valuation and cash balances
as at the year end and are not necessarily representative of the year as a
whole.
The level of sensitivity is considered to be reasonably possible, based on
observations of current market conditions and historical trends.
%
Appreciation/
Foreign Exchange Rates 2025 2024 (depreciation)
New Taiwanese dollar 41.5851 41.2875 0.7
Indian rupee 118.5180 107.3989 10.4
Turkish lira 56.2893 44.1048 27.6
Brazilian real 7.0797 7.5890 (6.7)
Korean won 1,948.6115 1,773.1783 9.9
US dollar 1.3250 1.2711 4.2
Thailand baht 42.6584 43.5938 (2.1)
Vietnamese dong 34,925.0163 32,216.6700 8.4
Kenyan shilling 171.5875 164.9187 4.0
Malaysian ringgit 5.4756 5.6498 (3.1)
Hong Kong dollar 10.3159 9.8907 4.3
South African rand 22.6939 22.9560 (1.1)
Polish zloty 4.8302 5.1659 (6.5)
Credit risk
Credit risk is the risk that a counterparty to a financial instrument will
fail to discharge an obligation or commitment that it has entered into with
the Company. The Investment Manager has in place a monitoring procedure in
respect of counterparty risk which is reviewed on an ongoing basis. The
carrying amounts of financial assets best represents the maximum credit risk
exposure at the statement of financial position date, and the main exposure to
credit risk is via the Company's Custodian who is responsible for the
safeguarding of the Company's investments and cash balances. The Company's
investments are held in accounts segregated from the custodian's own assets.
At the reporting date, the Company's financial assets exposed to credit risk
amounted to the following:
2025 2024
£'000 £'000
Cash at bank and in hand 13,597 6,618
Debtors - 2,596
13,597 9,214
Credit risk is the risk that the counterparty to a transaction fails to
discharge its obligations under that transaction, which could result in the
Company suffering a loss. Credit risk is managed as follows:
- All the assets of the Company which are traded on a recognised
exchange are held by The Northern Trust Company, the Company's Custodian.
- Investment transactions are carried out only with brokers which are
considered to have a high credit rating.
- Transactions are ordinarily undertaken on a delivery versus payment
basis, whereby the Company's custodian bank ensures that the counterparty to
any transactions entered into by the Company has delivered its obligation
before any transfer of cash or securities away from the Company is completed.
- Any failing trades in the market are closely monitored by both the
AIFM and the Administrator.
- Cash is only held at banks that have been identified by the Board as
reputable and of high credit quality.
The Northern Trust Company has a credit rating of Aa2 (Moody's) AA- (Standard
& Poor's) and AA (Fitch Ratings).
The Board monitors the Company's risk as described in the Strategic Report.
Liquidity risk
The Company's liquidity risk is managed on an ongoing basis by the Investment
Manager and the Administrator. The Company's overall liquidity risks are
monitored on a quarterly basis by the Board.
Based on current trading volumes, 100.0% of the current portfolio could be
liquidated within 30 trading days, with 96.2% in seven days or less, under
normal market conditions. As such, liquidity risk is not considered a material
risk.
Further details on the principal risks facing the Company, can be found in the
Business Review.
15. Transactions with the Investment Manager and Related Parties
The Company employs MCP Emerging Markets LLP (MCP) (formerly Mobius Capital
Partners LLP) as its Investment Manager. During the year ended 30 November
2025, MCP earned £1,597,000 (2024: £1,566,000) in respect of Investment
Management fees, of which £136,000 (2024: £133,000) was outstanding at the
year end. In addition, the Company made a contribution of £35,000 towards the
Investment Manager's research costs in the year ended 30 November 2025 (2024:
£25,000).
Details of the fees paid to all Directors can be found in the Directors'
Remuneration Report and in note 4 to the Financial Statements. The Directors'
interests in the capital of the Company can be found in the Directors'
Remuneration Report.There were no other material transactions during the year
with the Directors of the Company.
16. Contingent Liabilities
There were no contingent liabilities at 30 November 2025 (2024: none).
17. Post Balance Sheet Events
Subsequent to the Company's year end, on 1 December 2025, being the Redemption
Point date, 43.1% of Shareholders opted to redeem their shareholdings, further
details can be found in the Chairman's Statement. The net asset value per
share of the Company has increased by 2.6% from 158.7p to 162.9p and the
Company's share price has also increased by 1.8% from 140.5p to 143.0p as at 3
March 2026.
Further Information and Notice of AGM
AIFMD RELATED DISCLOSURE
Alternative Investments Fund Managers Directive ("AIFMD") Disclosures
(Unaudited)
Investment objective and leverage
MCP Emerging Markets LLP ("MCP") and the Company are required to make certain
disclosures available to investors in accordance with the Alternative
Investment Fund Managers Directive ("AIFMD").
A description of the investment strategy and objectives of the Company, the
types of assets in which the Company may invest, the techniques it may employ,
any applicable investment restrictions, the circumstances in which it may use
leverage, the types and sources of leverage permitted and the associated
risks, any restrictions on the use of leverage and the maximum level of
leverage which the AIFM and Investment Manager are entitled to employ on
behalf of the Company and the procedures by which the Company may change its
investment strategy and/or the investment policy can be found above.
The table below sets out the current maximum permitted limit and actual level
of leverage for the Company (see Glossary for further details):
As a percentage of net assets
Gross Commitment
Method Method
Maximum level of leverage 150.0% 150.0%
Actual level at 30 November 2025 93.9% 101.0%
Remuneration Disclosure of AIFM staff
As per the firm's remuneration policy and procedures, MCP seeks to avoid
creating any incentive for individuals to take inappropriate risk and, in
general, all decisions are confirmed by the investment committee(s) which has
members in common with the governing body. During the year ended 30 November
2025, MCP had nine members of personnel in total (seven based in the UK and
two based in Germany), including employees and Partners, two of whom fall
under Code Staff as per the firm's remuneration code policy. Following
completion of an assessment of the application of the proportionality
principle to the FCA's AIFM Remuneration Code, MCP has disapplied the pay-out
process rules with respect to all Code Staff members. This is because the AIFM
considers that it carries out non-complex activities and is operating on a
small scale.
The information above relates to MCP as a whole, and it has not been broken
down by reference to the Company or the other funds that MCP manages. Nor has
the proportion of remuneration which relates to the income MCP earns from
their management of the company.
Further disclosures required under the AIFM Rules can be found within the
Investor Disclosure Document on the Company's website
www.mobiusinvestmenttrust.com
GLOSSARY OF TERMS AND ALTERNATIVE PERFORMANCE MEASURES ("APMs")
Alternative Investment Fund Managers Directive ("AIFMD")
The AIFMD classifies certain investment vehicles, including investment
companies, as Alternative Investment Funds ("AIFs") and requires them to
appoint an Alternative Investment Fund Manager ("AIFM") and depositary to
manage and oversee the operations of the investment vehicle. The Board of the
Company retains responsibility for strategy, operations and compliance and the
Directors retain a fiduciary duty to shareholders.
Discount or Premium^
A description of the difference between the share price and the net asset
value per share. The size of the discount or premium is calculated by
subtracting the share price from the net asset value per share and is usually
expressed as a percentage (%) of the net asset value per share. If the share
price is higher than the net asset value per share the result is a premium. If
the share price is lower than the net asset value per share, the shares are
trading at a discount.
Discount or 30 November 30 November
Premium^ 2025 2024
Share price (p) 140.5 138.0
Net asset value
per share (p) 158.7 150.4
Discount 11.5% 8.2%
ESG+C(®)
Environmental, Social, Governance and Cultural
Gearing^
The term used to describe the process of borrowing money for investment
purposes. The expectation is that the returns on the investments purchased
will exceed the finance costs associated with those borrowings.
There are several methods of calculating gearing and the following has been
selected:
Total assets, less current liabilities (before deducting any prior charges)
minus cash/cash equivalents divided by shareholders' funds, expressed as a
percentage.
The Company had no borrowings during the year (2024: nil).
IPO
An initial public offering or stock launch is a public offering in which
shares of a company are sold to institutional investors and usually also
retail investors.
Leverage
Leverage is defined in the AIFMD as any method by which the AIFM increases the
exposure of an AIF. In addition to the gearing limit the Company also has to
comply with the AIFMD leverage requirements. For these purposes the Board has
set a maximum leverage limit of 150% for both methods. This limit is expressed
as a percentage with 100% representing no leverage or gearing in the Company.
There are two methods of calculating leverage as follows:
Under the Gross Method, exposure represents the Company's position after the
deduction of sterling cash balances and without taking into account any
hedging or netting arrangements.
Under the Commitment method, exposure is calculated without the deduction of
sterling cash balances and after certain hedging and netting positions are
offset.
^ Alternative Performance Measure
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MSCI Index
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from/copyright of MSCI Inc., MSCI ESG Research LLC, or their affiliates
("MSCI"), or information providers (together the "MSCI Parties") and may have
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MSCI Party shall have any liability for any errors or omissions in connection
with any Information herein, or any liability for any direct, indirect,
special, punitive, consequential or any other damages (including lost profits)
even if notified of the possibility of such damages.
Net Asset Value ("NAV")
The value of the Company's assets, principally investments made in other
companies and cash being held, minus any liabilities. The NAV is also
described as shareholders' funds. The NAV is often expressed in pence per
share after being divided by the number of shares which have been issued. The
NAV per share is unlikely to be the same as the share price which is the price
at which the Company's shares can be bought or sold by an investor. The share
price is determined by the relationship between the demand and supply of the
shares.
Net Asset Value Per Share ("NAV") Total Return^
The theoretical total return on an investment over a specified period assuming
dividends paid to shareholders were reinvested at net asset value per share at
the time the shares were quoted ex-dividend. This is a way of measuring
investment management performance of investment trusts which is not affected
by movements in discounts or premiums.
Total return statistics also enable the investors to make performance
comparisons between investment companies with different dividend polices.
Year ended Year ended
NAV Per Share 30 November 30 November
Total Return 2025 2024
Opening NAV (p) 150.4 144.3
Increase in NAV (p) 8.3 6.1
Closing NAV (p) 158.7 150.4
Increase in NAV 5.5% 4.2%
Impact of reinvested dividends 1.4% 1.0%
NAV Total Return 6.9% 5.2%
Share Price Total Return^
The theoretical total return on an investment over a specified period assuming
dividends paid to shareholders were reinvested in shares at the share price at
the time the shares were quoted ex-dividend.
Year ended Year ended
30 November 30 November
Share Price 2025 2024
Total Return p p
Opening share price (p) 138.0 132.5
Increase in share price (p) 2.5 5.5
Closing share price (p) 140.5 138.0
Increase in share price 1.8% 4.2%
Impact of reinvested dividends 1.4% 0.9%
Share price Total Return 3.2% 5.1%
^ Alternative Performance Measure
Ongoing Charges^
Ongoing charges are calculated by taking the Company's annualised operating
expenses as a proportion of the average daily net asset value of the Company
over the year. The costs of buying and selling investments are excluded, as
are interest costs, taxation, cost of buying back or issuing ordinary shares
and other non-recurring costs.
Year ended Year ended
30 November 30 November
2025 2024
Ongoing Charges £'000 £'000
Investment management fees and management service fees 1,957 1,919
Operating expenses 562 490
Total expenses 2,519 2,409
Less non-recurring expenses (61) -
Total recurring expenses 2,458 2,409
Average net assets during the year 170,631 170,298
Ongoing Charges 1.4% 1.4%
Peer Group
The Company has selected the following eight companies taken from the AIC's
Global Emerging Markets sector to form the Company's peer group:
Ashoka WhiteOak Emerging Markets, Barings Emerging EMEA Opportunities,
BlackRock Frontiers Investment Trust, Fidelity Emerging Markets Limited, JP
Morgan Emerging Markets Growth & Income, JP Morgan Global Emerging Markets
Income Trust, Templeton Emerging Markets Investment Trust and Utilico Emerging
Markets Trust.
Revenue Return per Share
The revenue return per share is calculated by taking the return on ordinary
activities after taxation and dividing it by the weighted average number of
shares in issue during the year (see note 7 to the Financial Statements for
further information).
Reverse Stress Test
Reverse stress tests are stress tests that identify scenarios and
circumstances which would make a business unworkable and identifies potential
business vulnerabilities.
Stewardship Report
Is a report produced by MCP on their stewardship of MMIT's investments and can
be found on MMIT's website www.mobiusinvestmenttrust.com.
Stress Testing
Is a forward-looking analysis technique that considers the impact of a variety
of extreme but plausible economic scenarios on the financial position of the
Company.
NOTICE OF THE ANNUAL GENERAL MEETING
THE FOLLOWING INFORMATION IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt about the action you should take, you should seek
advice from your stockbroker, bank manager, solicitor, accountant or other
financial adviser authorised under the Financial Services and Markets Act 2000
(as amended). If you have sold or transferred all of your ordinary shares in
the Company, you should pass this document, together with any other
accompanying documents, including the form of proxy, at once to the purchaser
or transferee, or to the stockbroker, bank or other agent through whom the
sale or transfer was effected, for onward transmission to the purchaser or
transferee.
Notice is hereby given that the seventh Annual General Meeting of Mobius
Investment Trust plc will be held at the Company's registered office address
at 25 Southampton Buildings, London WC2A 1AL on Monday, 13 April 2026 at
12.00 noon for the following purposes:
Ordinary Resolutions
To consider and, if thought fit, pass resolutions 1 to 10 as ordinary
resolutions (an ordinary resolution is one that requires a majority in excess
of 50% of votes cast).
1. That the Report of the Directors and Accounts for the year ended 30
November 2025 together with the Report of the Auditors thereon be received.
2. To approve the Directors' Remuneration Policy.
3. To receive and approve the Directors' Remuneration Implementation
Report for the year ended 30 November 2025.
4. To approve a Final Dividend of 1.7p per ordinary share.
5. That Mr G Schuch be re-elected as a Director.
6. That Ms D Dyer Bartlett be re-elected as a Director.
7. That Ms S Wright be elected as a Director.
8. That Johnston Carmichael LLP be re-appointed as Auditor to hold office
from the conclusion of the meeting to the conclusion of the next Annual
General Meeting at which accounts are laid.
9. That the Audit Committee, on behalf of the Board, be authorised to
determine the Auditor's remuneration.
Authority to Allot Shares
10. That, the Board of Directors of the Company (the "Board") be and it is
hereby generally and unconditionally authorised pursuant to and in accordance
with section 551 of the Companies Act 2006 (the "Act") to exercise all the
powers of the Company to allot shares in the Company and to grant rights to
subscribe for or to convert any security into shares in the Company up to an
aggregate nominal amount of £65,690 (or if changed, the number representing
10% of the issued Ordinary share capital of the Company immediately prior to
the passing of this resolution) provided that this authority shall expire at
the conclusion of the Annual General Meeting of the Company to be held in 2027
or 15 months from the date of passing this resolution, whichever is the
earlier, unless previously revoked, varied or renewed by the Company in
general meeting and provided that the Company may before such expiry make an
offer or enter into an agreement which would or might require shares to be
allotted, or rights to subscribe for or to convert securities into shares to
be granted, after such expiry and the Board may allot shares or grant such
rights in pursuance of such an offer or agreement as if the authority
conferred hereby had not expired.
Special Resolutions
To consider and, if thought fit, pass resolutions 11 to 14 as special
resolutions (a special resolution is one that requires a majority of at least
75% of votes cast).
Disapplication of Pre-emption Rights
11. That, subject to the passing of resolution 10, the Board of Directors of
the Company (the "Board") be and it is hereby generally empowered pursuant to
sections 570 and 573 of the Act to allot equity securities (within the meaning
of section 560 of the Act) (including the grant of rights to subscribe for, or
to convert any securities into, ordinary shares of 1p each in the capital of
the Company ("Ordinary Shares")) for cash pursuant to the authority conferred
on them by such Resolution 10 as if section 561(1) of the Act did not apply to
any such allotment, provided that this power shall be limited to:
the allotment of equity securities up to an aggregate nominal amount of
£65,690, (or if changed, the number representing 10% of the issued share
capital of the Company immediately prior to the passing of this resolution)
and shall expire (unless previously renewed, varied or revoked by the Company
in general meeting) at the conclusion of the Annual General Meeting of the
Company to be held in 2027 or 15 months from the date of passing this
resolution, whichever is the earlier, unless previously revoked, varied or
renewed by the Company in general meeting and provided that the Company may
before such expiry make an offer or enter into an agreement which would or
might require equity securities to be allotted after such expiry and the Board
may allot equity securities in pursuance of such an offer or agreement as if
the authority conferred hereby had not expired.
Authority to Repurchase Shares
12. That, the Company be and is hereby generally and unconditionally
authorised for the purposes of section 701 of the Act to make one or more
market purchases (as defined in section 693(4) of the Act) of Ordinary shares
of 1p each in the capital of the Company for cancellation or for holding in
Treasury on such terms and in such manner as the board of directors may
determine provided that:
(i) the maximum aggregate number of Ordinary shares which may be purchased
is 9,847,036 or, if changed, the number representing 14.99% of the issued
share capital of the Company immediately prior to the passing of this
resolution;
(ii) the minimum price which may be paid for an Ordinary Share is 1p
(exclusive of associated expenses);
(iii) the maximum price which may be paid for an Ordinary Share (exclusive
of associated expenses) shall not be more than the higher of: (a) an amount
equal to 105% of the average of the middle market quotations for an Ordinary
Share as derived from the London Stock Exchange Daily Official List for the
five dealing days immediately preceding the day on which the Ordinary Share is
purchased; and (b) the higher of the last independent trade and the highest
current independent bid on the London Stock Exchange for an Ordinary Share;
and
(iv) unless previously renewed, varied or revoked, this authority shall
expire at the conclusion of the Annual General Meeting of the Company to be
held in 2027 or 15 months from the date of passing this resolution, whichever
is the earlier, unless previously revoked, varied or renewed by the Company in
general meeting and provided that the Company may before such expiry enter
into a contract to purchase Ordinary Shares which will or may be completed
wholly or partly after such expiry and a purchase of Ordinary Shares may be
made pursuant to any such contract.
General Meetings
13. That any General Meeting of the Company (other than the Annual General
Meeting of the Company) shall be called by notice of at least 14 clear days in
accordance with the provisions of the Articles of Association of the Company
provided that the authority shall expire on the conclusion of the next Annual
General Meeting of the Company, or, if earlier, on the expiry 15 months from
the date of the passing of this resolution.
New Articles of Association
14. That the amended Articles of Association as set out in the document
produced to the meeting and initialled by the Chair of the meeting for the
purpose of identification be hereby approved and adopted as the Articles of
Association of the Company in substitution for, and to the exclusion of, all
existing Articles of Association.
All shareholders should look on the Company's website,
www.mobiusinvestmenttrust.com, for any changes to the AGM arrangements and
whether attendance will be possible. In any case, all shareholders are
strongly advised to exercise their votes in advance of the meeting by proxy,
by following the voting instructions overleaf.
By order of the Board Registered office
Frostrow Capital LLP 25 Southampton Buildings
Company Secretary London
6 March 2026 WC2A 1AL
Notes
1. If you wish to attend the Annual General Meeting in person, you
should arrive at the venue for the Annual General Meeting in good time to
allow your attendance to be registered. It is advisable to have some form of
identification with you as you may be asked to provide evidence of your
identity to the Company's registrar, Computershare Investor Services plc (the
"Registrar"), prior to being admitted to the Annual General Meeting.
2. Members are entitled to appoint one or more proxies to exercise all
or any of their rights to attend, speak and vote at the Annual General
Meeting. A proxy need not be a member of the Company but must attend the
Annual General Meeting to represent a member. To be validly appointed a proxy
must be appointed using the procedures set out in these notes and in the notes
to the accompanying proxy form.
If members wish their proxy to speak on their behalf at the meeting, members
will need to appoint their own choice of proxy (not the chairman of the Annual
General Meeting) and give their instructions directly to them.
Members can only appoint more than one proxy where each proxy is appointed to
exercise rights attached to different shares. Members cannot appoint more than
one proxy to exercise the rights attached to the same share(s). If a member
wishes to appoint more than one proxy, they should contact the Registrar on
0370 703 6304. Lines are open between 8.30 am and 5.30 pm, Monday to Friday,
the Registrars' overseas helpline number is +44 370 703 6304.
A member may instruct their proxy to abstain from voting on any resolution to
be considered at the meeting by marking the abstain option when appointing
their proxy. It should be noted that an abstention is not a vote in law and
will not be counted in the calculation of the proportion of votes "for" or
"against" the resolution.
The appointment of a proxy will not prevent a member from attending the Annual
General Meeting and voting in person if he or she wishes.
A person who is not a member of the Company but who has been nominated by a
member to enjoy information rights does not have a right to appoint any
proxies under the procedures set out in these notes and should read note 8
overleaf.
3. A proxy form for use in connection with the Annual General Meeting
is enclosed. To be valid any proxy form or other instrument appointing a
proxy, together with any power of attorney or other authority under which it
is signed or a certified copy thereof, must be received by post or (during
normal business hours only) by hand by the Registrar at Computershare Investor
Services plc, The Pavilions, Bridgwater Road, Bristol BS99 6ZY no later than
48 hours (excluding non-working days) before the time of the Annual General
Meeting or any adjournment of that meeting.
If you do not have a proxy form and believe that you should have one, or you
require additional proxy forms, please contact the Registrar on 0370 703
6304. Lines are open between 8.30 am and 5.30 pm, Monday to Friday. The
Registrar's overseas helpline number is +44 370 703 6304.
4. CREST members who wish to appoint a proxy or proxies through the
CREST electronic proxy appointment service may do so by using the procedures
described in the CREST Manual and by logging on to the following website:
www.euroclear.com/CREST. CREST personal members or other CREST sponsored
members, and those CREST members who have appointed (a) voting service
provider(s), should refer to their CREST sponsor or voting service provider(s)
who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service
to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must
be properly authenticated in accordance with Euroclear UK & Ireland
Limited's specifications, and must contain the information required for such
instruction, as described in the CREST Manual. The message, regardless of
whether it constitutes the appointment of a proxy or is an amendment to the
instruction given to a previously appointed proxy, must in order to be valid,
be transmitted so as to be received by the Registrar (ID 3RA50) no later 48
hours (excluding non-working days) before the time of the Annual General
Meeting or any adjournment of that meeting. For this purpose, the time of
receipt will be taken to be the time (as determined by the timestamp applied
to the message by the CREST Application Host) from which the Registrar is able
to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
After this time any change of instructions to proxies appointed through CREST
should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service
provider(s) should note that Euroclear UK & Ireland Limited does not make
available special procedures in CREST for any particular message. Normal
system timings and limitations will, therefore, apply in relation to the input
of CREST Proxy Instructions. It is the responsibility of the CREST member
concerned to take (or, if the CREST member is a CREST personal member, or
sponsored member, or has appointed (a) voting service provider(s), to procure
that his CREST sponsor or voting service provider(s) take(s)) such action as
shall be necessary to ensure that a message is transmitted by means of the
CREST system by any particular time. In this connection, CREST members and,
where applicable, their CREST sponsors or voting system providers are
referred, in particular, to those sections of the CREST Manual concerning
practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the
circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities
Regulations 2001.
5. In the case of joint holders, where more than one of the joint
holders purports to appoint one or more proxies, only the purported
appointment submitted by the most senior holder will be accepted. Seniority is
determined by the order in which the names of the joint holders appear in the
Company's register of members in respect of the joint holding (the first named
being the most senior).
6. Any corporation which is a member can appoint one or more corporate
representatives. Members can only appoint more than one corporate
representative where each corporate representative is appointed to exercise
rights attached to different shares. Members cannot appoint more than one
corporate representative to exercise the rights attached to the same share(s).
7. To be entitled to attend and vote at the Annual General Meeting
(and for the purpose of determining the votes they may cast), members must be
registered in the Company's register of members at 6.30 p.m. on 9 April 2026
(or, if the Annual General Meeting is adjourned, at 6.30 p.m. on the day two
working days prior to the adjourned meeting). Changes to the register of
members after the relevant deadline will be disregarded in determining the
rights of any person to attend and vote at the Annual General Meeting.
8. Any person to whom this notice is sent who is a person nominated
under section 146 of the Companies Act 2006 (the "2006 Act") to enjoy
information rights (a "Nominated Person") may, under an agreement between
him/her and the member by whom he/she was nominated, have a right to be
appointed (or to have someone else appointed) as a proxy for the Annual
General Meeting. If a Nominated Person has no such proxy appointment right or
does not wish to exercise it, he/she may, under any such agreement, have a
right to give instructions to the member as to the exercise of voting rights.
9. Information regarding the Annual General Meeting, including
information required by section 311A of the 2006 Act, and a copy of this
notice of Annual General Meeting is available from
www.mobiusinvestmenttrust.com.
10. Members should note that it is possible that, pursuant to requests
made by members of the Company under section 527 of the 2006 Act, the Company
may be required to publish on a website a statement setting out any matter
relating to: (a) the audit of the Company's accounts (including the auditor's
report and the conduct of the audit) that are to be laid before the Annual
General Meeting; or (b) any circumstance connected with an auditor of the
Company ceasing to hold office since the previous meeting at which annual
accounts and reports were laid in accordance with section 437 of the 2006 Act.
The Company may not require the members requesting any such website
publication to pay its expenses in complying with sections 527 or 528 of the
2006 Act. Where the Company is required to place a statement on a website
under section 527 of the 2006 Act, it must forward the statement to the
Company's auditor not later than the time when it makes the statement
available on the website. The business which may be dealt with at the Annual
General Meeting includes any statement that the Company has been required
under section 527 of the 2006 Act to publish on a website.
11. As at 3 March 2026 (being the latest practicable date prior to the
publication of this notice) the Company's issued share capital consisted of
65,690,707 ordinary shares carrying one vote each. Accordingly, the total
voting rights in the Company at 3 March 2026 were 65,690,707 votes.
12. Any person holding 3% or more of the total voting rights of the
Company who appoints a person other than the chairman of the Annual General
Meeting as his proxy will need to ensure that both he, and his proxy, comply
with their respective disclosure obligations under the UK Disclosure Guidance
and Transparency Rules.
13. Under section 319A of the 2006 Act, the Company must cause to be
answered any question relating to the business being dealt with at the Annual
General Meeting put by a member attending the meeting unless answering the
question would interfere unduly with the preparation for the meeting or
involve the disclosure of confidential information, or the answer has already
been given on a website in the form of an answer to a question, or it is
undesirable in the interests of the Company or the good order of the meeting
that the question be answered.
Members who have any queries about the Annual General Meeting should contact
Frostrow Capital LLP, the Company Secretary, at 25 Southampton Buildings,
London WC2A 1AL.
Members may not use any electronic address provided in this notice or in any
related documents (including the accompanying proxy form) to communicate with
the Company for any purpose other than those expressly stated.
14. The following documents will be available for inspection at the
offices of Frostrow Capital LLP, the Company's Company Secretary,
25 Southampton Buildings, London WC2A 1AL during normal business hours on any
weekday (Saturdays, Sundays and English public holidays excepted) from the
date of this notice and at the venue of the Annual General Meeting from 11.45
a.m. on the day of the Annual General Meeting until the conclusion of the
Annual General Meeting:
14.1 copies of the Directors' letters of appointment;
14.2 copies of the Directors' deeds of indemnity;
14.3 copy of the proposed new Articles of Association of the Company.
Alternatively, the above documents can be requested from the Company Secretary
via info@frostrow.com.
EXPLANATORY NOTES TO THE RESOLUTIONS
Resolution 1 - To receive the Report of the Directors and Accounts
The Report of the Directors and Accounts for the year ended 30 November 2025
will be presented to the AGM. These accounts accompany this Notice of Meeting
and shareholders will be given an opportunity at, or in advance of, the
meeting to ask questions.
Resolution 2 - Directors' Remuneration Policy
The Directors' Remuneration Policy is set out in full in the Annual Report.
Resolution 3 - Directors' Remuneration Implementation Report
The Directors' Remuneration Implementation Report is set out in full in the
Annual Report.
Resolution 4 - To approve a Final Dividend
The rationale for the payment of a final dividend of 1.7p per ordinary share
is set out in the Chairman's Statement and in the Business Review.
Resolutions 5 to 7 - Re-election and election of Directors
Resolutions 5 to 7 deal with the re-election of Gyula Schuch and Diana Dyer
Bartlett and the election of Sophie Wright. Biographies of each of the
Directors can be found above.
The Board has confirmed, following a performance review, that the Directors
standing for re-election continue to perform effectively.
Resolutions 8 and 9 - Appointment of Auditor and the determination of its
remuneration
Resolutions 8 and 9 relate to the re- appointment of Johnston Carmichael LLP
as the Company's independent Auditor to hold office until the next AGM of the
Company and also authorise the Audit Committee to set the Auditor's
remuneration.
Resolutions 10 and 11 - Authority to Allot Shares and Disapplication of
Pre-emption Rights
Ordinary Resolution 10 in the Notice of Annual General Meeting will renew the
authority to allot the unissued Ordinary share capital up to an aggregate
nominal amount of £65,690 (equivalent to 6,569,070 shares, or 10% of the
Company's existing issued Ordinary share capital on 3 March 2026, being the
nearest practicable date prior to the signing of this Report or, if changed,
the number representing 10% of the issued Ordinary share capital of the
Company immediately prior to the passing of this resolution). Such authority
will expire on the date of the next AGM or after a period of 15 months from
the date of the passing of the resolution, whichever is earlier. This means
that the authority will have to be renewed at the next AGM.
When shares are to be allotted for cash, Section 551 of the Companies Act 2006
(the "Act") provides that existing shareholders have pre-emption rights and
that the new shares must be offered first to such shareholders in proportion
to their existing holding of shares. However, shareholders can, by special
resolution, authorise the Directors to allot shares otherwise than by a pro
rata issue to existing shareholders. Special Resolution 11 will, if passed,
give the Directors power to allot for cash equity securities up to 10% of the
Company's existing Ordinary share capital on 3 March 2026, or, if changed,
the number representing 10% of the issued Ordinary share capital of the
Company immediately prior to the passing of this resolution as if Section 551
of the Act does not apply. This is the same nominal amount of Ordinary share
capital which the Directors are seeking the authority to allot pursuant to
Resolution 10. This authority will also expire on the date of the next AGM or
after a period of 15 months, whichever is earlier. Any shares allotted in a
rights issue do not count towards this authority.
The Directors intend to use the authority given by Resolutions 10 and 11 to
allot Ordinary shares and disapply pre‑emption rights only in circumstances
where this will be clearly beneficial to shareholders as a whole. The issue
proceeds would be available for investment in line with the Company's
investment policy. No issue of shares will be made which would effectively
alter the control of the Company without the prior approval of shareholders in
general meeting.
Shares will only be issued at a premium to the Company's cum income net asset
value per share at the time of issue.
Resolution 12 - Authority to Repurchase Shares
The Directors wish to renew the authority to buy back Ordinary shares for
cancellation or for holding in Treasury. The principal aims of a share
buy-back facility are to enhance shareholder value by acquiring shares at a
discount to net asset value, as and when the Directors consider this to be
appropriate, to provide support for the Company's share price and to enhance
liquidity. The purchase of Ordinary shares, when they are trading at a
discount to net asset value per share, should result in an increase in the net
asset value per share for the remaining shareholders. This authority, if
conferred, will only be exercised if to do so would result in an increase in
the net asset value per share for the remaining shareholders and if it is in
the best interests of shareholders generally. Any purchase of shares will be
made within guidelines established from time to time by the Board. It is
proposed to seek shareholder authority to renew this facility for another year
at the AGM.
The maximum price that may be paid on the exercise of this authority must not
exceed the higher of (i) 105% of the average of the middle market quotations
for the shares over the five business days immediately preceding the date of
purchase and (ii) the higher of the last independent trade and the highest
current independent bid on the trading venue where the purchase is carried
out. The minimum price which may be paid is 1p per share. Shares which are
purchased under this authority may be cancelled or held in Treasury.
Special Resolution 12 in the Notice of AGM will renew the authority to
purchase in the market a maximum of 14.99% of the Ordinary shares in issue on
3 March 2026, being the nearest practicable date prior to the signing of this
Report, (amounting to 9,847,036 Ordinary shares or, if changed, the number
representing 14.99% of the issued share capital of the Company immediately
prior to the passing of this resolution). Such authority will expire on the
date of the next Annual General Meeting or after a period of 15 months from
the date of passing of the resolution, whichever is earlier.
Resolution 13 - General Meetings
Special Resolution 13 seeks shareholder approval for the Company to hold
General Meetings (other than the AGM) on at least 14 clear days' notice. The
minimum notice for Annual General Meetings will remain at 21 clear days. The
approval for this resolution will be effective until the Company's Annual
General Meeting to be held in 2027, at which it is intended that renewal will
be sought. The Directors will only call a general meeting on 14 days' notice
where they consider it to be in the interests of shareholders to do so and the
relevant matter is required to be dealt with expediently.
Resolution 14 - Amendments to the Articles of Association
As announced on 21 October 2025, in Special Resolution 14 the Board is
proposing to amend the Articles to reflect the proposed change to the
Company's periodic redemption facility from a triennial cycle to a biennial
cycle. If the amendments are approved, the Company's next voluntary redemption
facility will occur in 2027 and every two years thereafter.
The Board is further proposing to make amendments to the Articles to introduce
a contingency process in the event that, following its annual general meeting
or any other general meeting, the Company is left with no directors, or fewer
than the minimum number of directors required by law or the Articles.
In recent years, shareholder activism in the UK investment-company sector has
increased. During 2025 and into early 2026, a number of general meetings were
requisitioned at listed investment trusts with resolutions to remove the
incumbent board of directors. Some activist investors have also sought to
exert pressure at annual general meetings by voting against, and publicly
recommending opposition to, the re-election of directors, without necessarily
proposing replacement candidates. These approaches create a small but not
negligible risk that, following an annual general meeting or a requisitioned
general meeting, an investment company could be left with no directors, or
fewer than the minimum number required under applicable law or its articles of
association.
Such an eventuality could have serious legal and practical consequences for an
investment company. Until the situation is resolved, the company may be unable
to take valid board decisions or exercise effective oversight of its
investment manager and other service providers.
Recent guidance from the Association of Investment Companies (AIC) has
highlighted the importance of contingency planning in response to increased
shareholder activism, and has advised that investment companies review their
articles to ensure there are adequate provisions to manage the risk of having
insufficient directors following a general meeting, so that the company can
continue to operate and comply with its legal obligations.
The Board is therefore proposing to include the following contingency process
in the Articles to deal with such a scenario:
· If, after an annual general meeting or any other general meeting,
there are insufficient directors due to (i) resolutions being passed to remove
directors, and/or (ii) resolutions failing to pass to appoint or re-appoint
directors, then the Articles will provide for the automatic, temporary
appointment or re-appointment of the minimum number of individuals (drawn from
those who stood for appointment or were removed at the relevant general
meeting) needed to meet the minimum number of directors required under the
Articles or applicable law.
· The selection of these temporary directors will be based on the
number of votes each person received in favour of their appointment or against
their removal, so that individuals with the most shareholder support will be
given priority. If two or more individuals have received an equal number of
votes, priority will be determined by how recently such individuals were
elected and, if necessary, by alphabetical order, with preference to shorter
serving directors or those listed first in the alphabet.
· Any temporary appointments made under the Articles will be
strictly limited to the minimum period necessary to restore the required
number of directors, after which the temporary directors will step down. Any
new director appointed by the Board to replace a temporary director would be
required to retire at the next Annual General Meeting and would typically
stand for election at that meeting.
These arrangements are intended solely as a contingency measure to ensure the
Company can continue to operate and comply with its legal obligations at all
times, in line with the AIC guidance. This process ensures that shareholder
decisions regarding the composition of the Board are respected, while also
safeguarding the orderly management and legal standing of the Company.
The proposed new Articles (marked to show the proposed changes) will be
available for inspection on the Company's website at
https://www.mobiusinvestmenttrust.com/ from the date of this Report and
Accounts until the conclusion of the Annual General Meeting or may be obtained
from the Company Secretary by requesting a copy using the address and details
provided in the full Annual Report. The proposed new Articles (marked to show
the proposed changes) will also be available for inspection at the place of
the forthcoming Annual General Meeting for at least 15 minutes before and
during that Annual General Meeting.
Recommendation
The Board considers that the resolutions detailed above are in the best
interests of shareholders as a whole. Accordingly, the Board unanimously
recommends to the shareholders that they vote in favour of the above
resolutions to be proposed at the forthcoming AGM as the Directors intend to
do in respect of their own beneficial holdings totalling 161,446 shares.
- END -
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