REG - North Atlantic Smlr - Final Results
29/04/2026 07:00
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RNS Number : 2877C North Atlantic Smlr Co Inv Tst PLC 29 April 2026
North Atlantic Smaller Companies Investment Trust plc Annual Report for the
year ended 31 January 2026
All page references relate to the page numbering in the North Atlantic Smaller
Companies Investment Trust plc Report and Accounts, available on the Company's
website at: https://www.nascit.co.uk/results-reports
(https://www.nascit.co.uk/results-reports)
objective of the company and financial highlights
The objective of the Company is to provide capital appreciation through
investment in a portfolio of smaller companies principally based in countries
bordering the North Atlantic Ocean.
31 January % 31 January 31 January 31 January 31 January
2026 change 2025 2024 2023 2022
return
Return for the year (£'000) 29,301 (30.1%) 41,920 2,148 (91,038) 64,906
Basic and Diluted return per 0.5p Ordinary
Share:*‡
- Revenue 9.24 (18.2%) 11.29 9.04 3.27 0.99
- Capital 13.04 (35.4%) 20.18 (7.45) (69.94) 45.63
Dividend per 0.5p Ordinary Share (declared) ‡ 7.0p** 8.80p 6.85p 2.20p nil
assets
Net assets (£'000) 724,805 1.6% 713,504 690,230 693,356 789,466
Net asset value ("NAV") per 0.5p Ordinary Share:‡
Basic and Diluted 555.4p 2.9% 539.7p 512.7p 509.7p 577.9p
Basic and Diluted adjusted† 591.5p 3.0% 574.0p 539.1p 523.6p 585.6p
Market price of the 0.5p Ordinary Shares‡ 359.0p (4.3%) 375.0p 369.0p 390.0p 433.0p
discount to net asset value 35.4% 30.5% 28.0% 23.5% 25.1%
discount to adjusted net asset value 39.3% 34.7% 31.6% 25.5% 26.1%
indices and exchange rates at 31 January
Standard & Poor's 500 Composite Index 6,939.0 14.9% 6,040.5 4,845.7 4,076.6 4,515.6
Russell 2000 Index 2,613.7 14.3% 2,287.7 1,947.3 1,931.9 2,028.5
US Dollar/Sterling exchange rate 1.37195 10.4% 1.24255 1.27330 1.23065 1.34180
Standard & Poor's 500 Composite Index - Sterling adjusted 5,061.7 4.4% 4,850.3 3,810.1 3,307.3 3,360.5
Russell 2000 - Sterling adjusted 1,906.6 3.8% 1,836.9 1,531.2 1,567.4 1,509.6
* Please refer to note 7 for details on how the basic return per 0.5p
Ordinary Share and net asset value per 0.5p Ordinary Share are
calculated.
** Declared 18 February 2026.
† Adjusted to reflect Oryx International Growth Fund Limited ("Oryx")
under the equity method of accounting. See Note 7.
‡ Figures for comparative periods restated for the sub-division of each
Ordinary Share into 10 new Ordinary Shares, approved at the AGM held on 12
June 2025 and completed on 13 June 2025.
strategic report - corporate summary
introduction
North Atlantic Smaller Companies Investment Trust plc ("NASCIT") is an
investment trust, the shares of which are listed on the London Stock Exchange.
objective and investment strategy
The objective of the Company is to provide capital appreciation through
investment in a portfolio of smaller companies principally based in countries
bordering the North Atlantic Ocean. The Company invests in both listed and
unquoted companies.
company's business
The Company is an investment company within the meaning of Section 833 of the
Companies Act 2006 and its business is that
of an investment trust.
risk
Investment in small companies is generally perceived to carry a greater risk
than investment in large companies. This is reasonable when comparing
individual companies, but is much less so when comparing the volatility of
returns from a diversified portfolio of companies. The Board believe that the
Company's portfolio is diversified although considerably less liquid than a
portfolio of large-cap listed equities.
The Company has the ability to utilise gearing in the form of term loan
facilities, although no facility currently exists. Gearing
has the effect of accentuating market falls and gains.
The Company outsources all of its main operational activities to recognised
third party providers.
AIFMD
The Company is authorised and regulated by the Financial Conduct Authority.
The Company has been a full scope internally managed AIF with effect from 1
October 2021 under the Alternative Investment Fund Managers Regulations 2013.
For further information see page 22.
company secretary
SGH Company Secretary - Resigned 23rd May 2025.
Ben Harber - Appointed 23rd May 2025.
website
www.nascit.co.uk (http://www.nascit.co.uk/)
strategic report - directors
Sir Charles Wake ¹ Independent Non-Executive Chairman. Appointed 27 June 2018
and became Chairman on 25 February 2022. Started as a management trainee with
Whitbread's in 1972 and left in 1980. Since then he has been a director of
various companies including sheet metal engineers, motor retailers,
off-licences, pubs, bonded warehouses, farming and healthcare. He was chairman
of St Andrew's Healthcare from 2004-2014 having been on the board since 1991.
Christopher H B Mills Chief Executive and Investment Manager. Appointed
January 1984. He is Chief Investment Officer of Harwood Capital LLP including
it's subsidiaries. In addition, he is a non-executive director of numerous UK
companies which are either now or have in the past six years been publicly
quoted, further details of which are included in note 14 of the financial
statements.
The Lord Howard of Rising ¹ Non-Executive Director. Appointed November 2015.
He is a member of the House of Lords and a District Councillor for the Borough
Council of Kings Lynn & West Norfolk, as well as being a landowner and
farmer. He was formerly a director of The Keep Trust and Fortress Trust.
G Walter Loewenbaum (USA) ¹²³ Independent Non-Executive Director. Appointed
on 31 October 2017. As an investment banker and private equity investor, Mr
Loewenbaum has worked with multiple companies in a variety of different
industries at different phases of organisational development, ranging from
startup to publicly traded. He brings a depth of knowledge in serving as
chairman for public and private companies, building stockholder value and
capital market considerations. The Board acknowledges that Mr Loewenbaum will
no longer be considered independent from 1 November 2026 and therefore will be
reviewing the succession of Mr Loewenbaum ahead of the 2027 AGM.
Peregrine D E M Moncreiffe Non-Executive Director. Appointed November 2008
(having previously been a Director of the Company from 1993-2006) and served
as Chairman from June 2009 until 25 February 2022. He has over the years
worked in London, New York and East Asia, with Credit Suisse First Boston,
Lehman Brothers and Buchanan Partners.
Professor Fiona Gilbert 1234 Independent Non-Executive Director. Appointed 6
September 2022. She is Professor of Radiology and Head of the Department at
the University of Cambridge. Professor Gilbert leads a team of researchers in
various fields of radiology assessing new imaging technologies and has over
250 scientific publications and over £20M in research income. She works in
the NHS as an honorary consultant with expertise in musculoskeletal and breast
imaging. She holds non-executive positions on several private company boards.
Julian Fagge 1234 Independent Non-Executive Director. Appointed 20 June 2023.
Mr Fagge has over 25 years' experience within global blue-chip and FTSE 100
plc environments. He is currently Chief Financial Officer and Board Director
of Smiths Group Plc, having formerly held positions within Smiths including
President of Smiths Interconnect, President of Flex-Tek, and Strategy &
M&A Director. Prior to joining Smiths, he held roles at Royal Caribbean
Cruises, Procter & Gamble and PwC and brings deep experience across
industrial technology, energy aerospace and consumer facing businesses. Mr
Fagge qualified as a Chartered Accountant (ICAS) and holds a degree from the
University of Edinburgh.
¹ Independent on appointment
² Member of the Audit Committee
³ Member of the Remuneration Committee
(4) Member of the ESG Committee
strategic report - chairman's statement
The Trust's net asset value, adjusted for the dividend, rose by 4.6% during
the period under review - ahead of the sterling-adjusted S&P Composite
Index. In a world not exactly short of economic anxiety, that is a respectable
result.
The revenue account recorded a post-tax surplus of £12,150,000 (2025:
£15,042,000). The fall reflects lower cash balances, lower interest rates and
a weaker dollar relative to sterling. An interim dividend of 7.0p (2026: 8.8p)
was declared and paid post year end which will be recognised in 2027 accounts.
The dividend rate from the prior year has been restated due to the 10 for 1
share split. Your directors are not proposing a final dividend.
During the year the Company repurchased 1,396,241 shares (2025: 241,575) at a
substantial discount to net asset value and cancelled them. This policy
continues. Buying one's own shares at a discount is one of the few manoeuvres
in finance that is both simple and unequivocally beneficial to long-term
shareholders: the net asset value per share rises immediately.
At the forthcoming AGM shareholders will again be asked to approve a Rule 9
waiver allowing the Company to continue repurchasing shares without triggering
a mandatory offer under the Takeover Code by our Chief Executive and those
presumed to be acting in concert with him. The necessary detail is contained
in a separate circular sent to shareholders (with the exception of the largest
shareholder, who is precluded from voting).
One of the more curious features of Britain's economic debate is the
government's fondness for reminding the public that the UK remains the world's
sixth-largest economy. The statistic is generally deployed as reassurance
whenever another costly spending commitment is announced. The message is
simple: Britain is still rich, therefore Britain can still afford it.
This is soothing - but deeply misleading.
Aggregate GDP flatters large countries. The more revealing measure is wealth
per person. By that yardstick, adjusted for purchasing power, Britain's
relative prosperity has slipped alarmingly. In 1990 the UK ranked among the
world's five richest nations. Today it languishes somewhere around 28th. On
present trends it will fall further before the decade is out.
In other words, Britain is no longer the country its political rhetoric
assumes it to be.
That reality demands a more serious economic conversation than the one
currently taking place. The nation faces an ageing population, a shrinking
ratio of taxpayers to dependants and public finances that have deteriorated
steadily since the financial crisis. Government debt has more than tripled
since 2007-08.
For years this was disguised by the monetary anaesthetic of ultra-low interest
rates and quantitative easing. Cheap money encouraged the comforting illusion
that borrowing did not matter very much. It does now.
Even today's interest rate of roughly 3.75% remains modest by historical
standards. During the entire eleven-year tenure of Margaret Thatcher, rates
never dipped below 7.5%. Yet the political debate already treats current
levels as though they were punitive.
The uncomfortable arithmetic is that Britain may soon be borrowing more than
£100bn each year simply to finance the gap between what it spends and what it
earns. Meanwhile inflation - long thought tamed - has reasserted itself. That
is awkward for a government which, over the decades, has issued large
quantities of index-linked gilts. Foreign investors were happy to buy them
because repayments rise with inflation. But the arrangement becomes rather
less attractive if Britain's inflation persistently outpaces that of its
peers.
As a former Governor of the Bank of England once remarked, relying on "the
kindness of strangers" is not an ideal fiscal
strategy.
Over time Britain has quietly made a collective bargain: tomorrow's taxpayers
will pay for today's political convenience. Such arrangements can persist for
longer than expected. But they rarely end gracefully. At some point the
country may face an abrupt fiscal reckoning. The alternative - arguably more
likely - is a long, weary stretch of stagnation accompanied by gradually
declining living standards.
Neither scenario is particularly bullish for domestically exposed UK equities.
Fortunately many of the Trust's largest holdings are international businesses
whose fortunes are not tied exclusively to the health of the British economy.
Although recent dollar weakness has affected valuations, their underlying
prospects remain tied to global rather than purely domestic demand.
The Board continues to monitor closely the discount at which the Company's
shares trade relative to net asset value. Greater transparency should help.
Accordingly, we have increased the frequency of announcements relating to new
investments, disposals and developments within portfolio companies that are
already public knowledge. Investors tend to value what they understand.
Our share buy-back programme should also narrow the discount over time, though
it comes with an unavoidable trade-off: fewer shares mean less liquidity,
which can itself widen the discount. Finance, like physics, rarely allows a
free lunch.
The Board nevertheless believes it remains important to continue making
selective new investments and to support existing holdings where appropriate.
Over the long term we expect this to create more value than relying solely on
share buy-backs. However, the Board has agreed that, although there are no
immediate plans for Mr Mills to retire, it will, upon his eventual retirement,
prioritise share repurchases over new investments.
The world, meanwhile, provides no shortage of complications. Two major wars
continue, energy markets remain volatile and British economic policy has shown
little enthusiasm for the health of the domestic equity market.
Yet the Trust has navigated difficult conditions before. Our Chief Executive
has demonstrated an ability to do so repeatedly. With several potential
realisations anticipated in the coming months, I remain cautiously optimistic
that the coming year may yet produce further progress - despite the broader
economic weather.
Sir Charles Wake Chairman
28 April 2026
strategic report - investment manager's report
Whilst the UK market performed well in 2025, this was mainly driven by large
banks and natural resource companies to which the Trust has no exposure. A
further headwind has been the endless redemption in funds holding small and
medium capitalisation companies stocks which the fund specialises in. Sadly,
there is no evidence that this trend is reversing and, of course, the
Chancellor's decision in her first budget to restrict the tax relief on
companies listed on the AIM market was less than helpful.
quoted UK portfolio
Our two holdings in funds, Odyssean and Oryx performed satisfactorily rising
by 14.1% and 10.6% respectively. Corporate activity resulted in Urban
Logistics and PRS Reit being taken over at good profits whilst the sale of a
division at Carrs Group resulted in a satisfactory return of capital and an
uplift in the valuation.
Individual stock's that performed well include Hargreaves Services following a
number of profit upgrades, Polar Capital on better than expected profits and
flow of funds and Frenkel Topping following a bid which the Trust is
participating in. A recent investment in ZIG was also successful but this
position is now being sold. Another recent investment Animalcare also
performed well after purchase rising by over 20%.
Sadly, three stocks in particular performed poorly - Conduit had a poor year
following the Californian fire storms, although the share price has recovered
strongly in recent weeks. Paypoint fell for no obvious reason as profit
targets were met. The worst performer was however MJ Gleeson which fell 21% as
expectations for a recovery in the house building sector failed to
materialise.
In our healthcare portfolio EKF and NIOX were little changed despite both
companies reporting good results whilst Spire fell due to problems with the
NHS despite announcing a sales process.
unquoted UK portfolio
There was little overall activity in the unquoted UK portfolio although we
participated with other investors in the take private of Benchmark which we
expect will deliver a very satisfactory return over a three year period. The
Trust is the lead investor in the take private of Frenkel Topping which in the
short term will have challenges adapting the business for Artificial
Intelligence but has, in our opinion, excellent prospects over a three to four
year time horizon.
Three of the Trust's private companies have or are close to starting a sales
process which could add meaningfully to our cash balances whilst increasing
the net asset value during the current year.
US quoted portfolio
Mountain Commerce - The Trust's only holding is currently subject to a
takeover bid which is expected to close in the second quarter.
US unquoted portfolio
Coventbridge is in discussions to sell part of its business which would
result, if successful, in a substantial write up on the current valuation. SMT
saw a major recovery in its operating profits last year and the outlook for
the current year is good but is obviously tied to defense expenditure in the
USA.
The bid for Jaguar fell through but the business has won some major new
contracts which augurs well for the future.
Finally, Crest continues to perform well and we remain optimistic that this
investment can create significant value for the Fund
in the future.
liquidity
The Trust continues to have a very strong cash position with cash and US
Treasury Bills of approximately £44m. Since the year end, we have been
selling some of our holdings which will have increased this still further,
despite the payment of the dividend and ongoing share buy backs.
conclusion
It is a statement of the obvious that there is a great deal of uncertainty and
risk in equity markets. Two wars and economic policies which in the UK are
fundamentally failing to deliver economic growth are, to say the least,
unhelpful. Notwithstanding this, there are grounds for optimism that the Trust
will have a reasonably good year in the year to January 2027 as corporate
activity and subsequent share buy backs drive a further improvement in the
Trust's net asset value.
Christopher Mills Chief Executive & Investment Manager
28 April 2026
strategic report - sector analysis of investments at fair value as at 31
January
United United
States Kingdom Total Total
31 January 31 January 31 January 31 January
equities, convertible securities & loan stocks 2026 2026 2026 2025
as a % of total portfolio valuation % % % %
Financial Services* - 28.9 28.9 26.2
Industrial Goods and Commercial Services 4.3 10.4 14.7 13.8
Pharmaceuticals and Health Care - 13.9 13.9 11.2
Banks 1.0 12.1 13.1 12.8
Consumer Products and Services 5.3 3.2 8.5 7.7
Transport, Travel and Leisure - 7.2 7.2 6.1
Technology and Software - 5.9 5.9 4.5
Insurance - 3.3 3.3 3.3
Real Estate - 1.3 1.3 3.8
Oil and Gas 0.1 - 0.1 0.1
Telecommunications - 0.1 0.1 0.4
Automobiles and Parts - - - 0.5
10.7 86.3 97.0 90.4
treasury bills 3.0 - 3.0 9.6
13.7 86.3 100.0
total at 31 January 2026
20.9 79.1 100.0
total at 31 January 2025
* Includes Investment Trusts.
strategic report - twenty largest investments as at 31 January
2026 2025
equities (including convertibles, At fair value At fair value
loan stocks and related financing) £'000 £'000
Oryx International Growth Fund Limited* UK Quoted 93,750 81,750
Hargreaves Services Plc UK Quoted 49,875 42,427
Crest Foods US Unquoted 36,680 35,105
Harwood Private Equity V LP UK Unquoted 32,265 36,593
Polar Capital Holdings Plc UK Quoted 29,550 35,070
Odyssean Investment Trust Plc UK Quoted 28,560 24,960
TP ICAP Group plc UK Quoted 25,500 27,250
Restore Plc UK Quoted 23,850 13,376
Niox Group Plc UK Quoted 23,520 21,000
Conduit Holdings Limited UK Quoted 22,980 22,750
ten largest investments 366,530 340,281
EKF Diagnostics Holdings plc UK Quoted 22,563 24,000
Harwood Private Capital UK LP UK Unquoted 20,354 12,919
MJ Gleeson Group plc UK Quoted 19,300 24,400
Pinewood Technologies Group Plc UK Quoted 18,880 13,431
SMT Corporation US Unquoted 18,539 18,056
Frenkel Topping Group Plc UK Quoted 18,408 13,423
Animalcare Group Plc UK Quoted 16,800 -
Paypoint Plc UK Quoted 15,990 14,220
Harwood Private Equity IV LP UK Unquoted 14,948 19,800
SourceBio International Limited UK Unquoted 13,200 9,600
twenty largest investments 545,512 490,130
Aggregate of other investments at fair value 127,740 138,843
673,252 628,973
US Treasury Bills 20,961 66,445
total 694,213 695,418
* incorporated in Guernsey.
All investments are valued at fair value.
strategic report - unquoted investments profile as at 31 January
2026 2025
At fair value At fair value
£'000 £'000
Crest Foods (US) Cost: £22,883,000 36,680 35,105
Crest Foods is a food ingredients and food packaging company operating through
three divisions. The Ingredients division (45% of sales in FY25) develops and
manufactures proprietary dairy stabiliser formulations for US dairy
manufacturers of sour cream, cottage cheese, cream cheese, yoghurt,
protein-based drinks, and other dairy-based products. The Contract Packaging
division (43% of FY 25 sales) provides ' contract packaging services to US
food manufacturers of branded and private-label dry-food products. The
Consumer Products division (12% of FY 25 sales) develops, through an in-house
R&D lab, and manufactures turn-key dry-food products for US branded food
companies. Crest's headquarters and production facilities are based in Ashton,
Illinois.
The business performed well throughout 2025. Ingredients has shown strong
growth in the second half of the calendar year and is performing ahead of 2024
and ahead of budget.
Contract Packaging experienced continued growth in revenues and profitability
and is investing
$20 million in new high speed packaging lines in anticipation of a significant
long-term contract commencing in 2026. Contract Packaging performed
significantly ahead of 2024 and continues to perform well into 2026.
The valuation was written up during the year reflecting the strong business
performance across
all divisions.
Harwood Private Equity V LP (UK) Cost: £16,100,000 32,265 36,593
Harwood Private Equity V LP (HPE5) was established in 2020 with committed
capital of £160 million. The fund has made 11 investments to date in the
property services, medical packaging, pet food, data center, green energy,
gardening products, electronic components, food ingredients healthcare
industries. The Trust's commitment to the fund was £40 million which is now
fully drawn. Since the investment has been made, HPE5 has returned £23.9
million to date.
Carried forward 68,945 71,698
2026 2025
At fair value At fair value
£'000 £'000
Brought Forward 68,945 71,698
Harwood Private Capital UK LP (UK) Cost: £17,396,000 20,354 12,919
The fund was established in 2020 with committed capital of £70 million. It is
intended that all
new sterling debt-type investments are made through the fund which is
targeting an IRR in
excess of 12%. To date, it has made 11 investments, including two in 2025: a
culinary food tour
operator and a business providing subsea services to the offshore wind
industry. The fund is
fully invested, and its investment period ended on 30th September 2025.
In 2025, the fund made several distributions totalling £1.2 million to NASCIT
following the
receipt of cash interest income from its underlying investments and the
repayment of its senior
loan investment in Boostworks. NASCIT's commitment to the fund is £20.0
million and it has
received total distributions to date of £4.0 million.
SMT Corporation - 11% Loan Notes (US) & 15% Loan Notes (US) 18,539 18,056
Cost: £21,407,000
SMT is a value-added supplier of high-reliability, obsolete and hard to find
defense, aerospace,
and high-end critical electronic components that it locates, tests, certifies,
and distributes. The
company benefits from the increasing awareness of counterfeit and cloned
components in the
US military supply chain, geopolitical tensions, and the scarcity of
counterfeit testing capacity.
The company has now recovered from the supply chain overhang post covid.
Harwood Private Equity IV LP (UK) Cost: £9,609,000 14,948 19,800
Harwood Private Equity IV LP (HPE4) was established in June 2015 with
committed capital of
£152.5 million. The Company made a £40 million commitment to HPE4, which is
now fully
drawn. HPE4 invests primarily in small and lower mid-market companies. HPE4 is
looking to
exit its remaining investments with one expected to close in the near future.
Carried forward 122,786 122,473
2026 2025
At fair value At fair value
£'000 £'000
Brought Forward 122,786 122,473
SourceBio International Ltd (UK) Cost: £8,616,000 13,200 9,600
Source Bio International is a leading international provider of integrated
laboratory services and products to clients in the healthcare, clinical, life
science research and biopharma industries, with a focus on patient diagnosis,
management, and care. The Group is headquartered in Nottingham, with
facilities in the UK and US.
The company has delivered strong growth in the year due to its leading
position in digital pathology and pent up demand at the NHS.
Harwood Private Equity VI LP (UK) Cost: £7,500,000 7,500 -
Harwood Private Equity VI LP (HPE6) was established in 2025 with committed
capital of £109 million. The fund has made one investment to date in a
medical technology company. The Trust's commitment to the fund was £50
million having drawn down 15% of the commitment.
Spring Investments LP (UK) Cost: £4,391,000 6,850 9,968
This is a specialty manufacturer of pharmaceuticals for the NHS. The Limited
partnership continues to perform well. After record profits we achieved in
fiscal for 2023/24 the business slowed down in 2024/25 as backlogs in the NHS
were wound down. The company is expected to be sold in 2026 at an uplift to
the current value.
CoventBridge Group - 10% Loan Notes (US) Cost: £5,404,000 5,284 8,249
CoventBridge is a provider of insurance claims, healthcare network and
government reimbursement integrity services. Its clients include global
insurance carriers, third party administrators, healthcare networks and
government agencies. The company performed broadly in line with expectations
and an exit is expected in 2026. The company is paying down our debt and this
will continue in the current year.
Carried forward 155,620 150,290
2026 2025
At fair value At fair value
£'000 £'000
Brought Forward 155,620 150,290
Benchmark Holdings Ltd Cost: £9,592,000 4,500 -
The company is a leading producer of fertility products for the aquaculture
industry. The
company was delisted from the AIM market following the sale of a significant
part of the
business. The company has no debt and is performing in line with expectations.
We anticipate
a liquidity event in another three years at a substantial uplift to the
current valuation, hopefully
fully recovering the Trusts investment.
Jaguar Holdings Ltd (US) Cost: £1,714,000 3,397 3,750
The company provides food services to major US airlines through Los Angeles,
Memphis, and
Indianapolis. Principal clients include United Airlines, Jet Blue and Federal
Express. Sales and
profits grew in 2025, although the company experienced some labour cost
pressure which
impacted margins. Recent contract wins with new airlines and in new locations
underpin
expected growth in 2026.
Sportech Limited Cost: £6,061,000 3,024 4,752
The company operates sport betting and other gaming services in the US mainly
in
Connecticut. The company was delisted from the stock market in October 2023 as
the costs
associated with the listing given the limited float was disproportionate to
the size of the
company. The holding is valued at a discount to management's estimate of the
breakup of the
business. The company made a substantial return of capital in 2024.
Substantial costs have
been taken out of the business and future prospects look exciting.
Oryx International Growth Fund Limited - 6% Loan Notes (UK) 2,750 6,000
Cost: £2,750,000
Oryx International Growth (OIG) Fund is a closed-end investment company and
its shares are
admitted to the Official List and to trading on the main market of the London
Stock Exchange.
The investment objective is to consistently seek high absolute returns while
maintaining a low
level of risk, principally through investment in medium and small quoted and
unquoted
companies in the United Kingdom and the United States. NASCIT has provided a
loan to OIG
while waiting for proceeds from a sale from an underlying investment to be
received. The loan
was fully repaid in early February 2026.
Carried forward 169,291 164,792
2026 2025
At fair value At fair value
£'000 £'000
Brought Forward 169,291 164,792
3BL Media Limited - 13% Loan Notes (US) Cost: £6,123,000 2,746 6,065
3BL is a cloud-based digital marketing software-as-a-service (SaaS) platform
providing targeted multi-media content communications and distribution to
global corporate organisations in support of their adoption of environmental,
social and governance (ESG) best-practices.
The business has experienced a significant slowdown in demand, reflecting a
broader reduction in ESG-related priorities among US corporations following
the November 2024 US election. This has negatively impacted revenues and
profitability, and the valuation has been written down as a result.
Hampton Investment Properties (UK) Cost: £2,534,000 792 792
The company continues with its programme of liquidation. Heads of Terms have
been signed for the disposal, subject to planning permission. The basis of
valuation is anticipated to be a modest discount to realizable value. On
successful completion the company will be liquidated. We had hoped planning
would have occurred in 2025 but it has slipped back and is now likely for the
third quarter of 2026.
Balance carried forward 172,829 171,649
Other unquoted investments at fair value - (BigBlu Broadband Limited,
Specialist Components Limited, Performance Chemical earn out, Trident Private
Equity 3, WEP Superior Industrial Maintenance Co. and SINAV).
2,313 4,176
Total value of unquoted investments at fair value* 175,142 175,825
* Includes unquoted loan notes in these companies with a total value of
£38,055,000 (2025: £49,845,000).
strategic report
The Directors present the strategic report of the Company for the year ended
31 January 2026.
principal activity
The Company carries on business as an investment trust and its principal
activity is portfolio investment.
objective
The Company's objective is to provide capital appreciation to its shareholders
through investing in a portfolio of smaller
companies which are based primarily in countries bordering the North Atlantic
Ocean.
strategy
In order to achieve the Company's investment objective, the Manager uses a
stock specific approach in managing the Company's portfolio, selecting
investments that he believes will increase in value over a period of time,
whether that be due to issues in the management of the businesses which he
believes can be improved by shareholder engagement and involvement or simply
due to the fact that the stock is undervalued and he can see potential for
improvement in value over the long term. The Company may invest in both quoted
and unquoted companies. At present, the investments in the portfolio are
principally in companies which are located either in the United Kingdom or the
United States of America. Typically the investment portfolio will comprise
between 40 and 50 securities
investment policy
While pursuing the Company's objective, the Manager adheres to the following:
1 the maximum investment limit is 15% of the Company's investments in
any one company at the time of the investment;
2 gearing is limited to a maximum of 30% of net assets;
3 the Company may invest on both sides of the Atlantic, with the
weighting varying from time to time;
4 the Company may invest in unquoted securities as and when
opportunities arise and again the weighting will vary from time
to time.
investment restrictions
The Company has not adopted any specific investment restrictions, and the
Company's investments may be highly concentrated. However, the Manager has put
in place internal limitations to control risk and to manage diversification
with the aim of allowing it to operate within parameters that it believes are
wide enough for it to generate target returns but which are suitable to
prevent undue risk.
investment approach
The Company invests in a diversified range of companies, both quoted and
unquoted, on both sides of the Atlantic in accordance with its objective and
investment policy.
Christopher Mills, the Company's Chief Executive and Investment Manager, is
responsible for the construction of the portfolio and principle investments
are discussed in his report on pages 6 and 7. The top twenty largest
investments by current valuation are listed on page 9.
When analysing a potential investment, the Manager will employ a number of
valuation techniques depending on their relevance to the particular
investment. A key consideration when deciding on a potential investment would
be the sustainability and growth of long term cash flow. The Manager will
consider the balance of quoted and unquoted securities in the portfolio when
deciding whether to invest in an unquoted stock as he is aware that the level
of risk in unquoted securities may be considered higher.
In respect of the unquoted portfolio, regular contact is maintained with the
management of prospective and existing investments and rigorous financial and
business analysis of these companies is undertaken. It is recognised that
different types of business perform better than others depending on economic
cycles and market conditions and this is taken into consideration when the
Manager selects investments and is therefore reflected within the range of
investments in the portfolio. The Company attempts to minimise its risk by
investing in a diversified spread of investments whether that spread be
geographical, industry type or quoted or unquoted companies.
best execution
The Company as the operator of a closed-ended investment trust has considered
the rules on best execution as noted in the Financial Services Markets Act
2000 and COBS 11.2 of the FCA Handbook. The Company has determined that the
rules on performing best execution do not apply to the Company when, acting in
the capacity of operator of an internally managed AIF (regulated collective
investment scheme), it purchases or sells units in that AIF/scheme.
borrowing and leverage
The Company does not intend to incur borrowings as part of its investment
strategy.
However, in the event that it did employ leverage for working capital
purposes, any such borrowings incurred will not remain outstanding for more
than 60 calendar days. In each such case, leverage may be obtained on an
unsecured or secured/ collateralised basis. The Company is not otherwise
expected to engage in borrowing or make use of leverage.
The Company's borrowing and leveraging capacity is limited to an amount equal
to: 30% of the net asset value of the Company when calculated in accordance
with the "commitment" method set out in the AIFMD Rules.
The calculation and disclosure of such maximum leverage limits is required in
order to satisfy the requirements of the AIFMD Rules. However, the Investment
Manager expects the typical leverage levels to be lower than the maximum
levels stated above, and generally not to exceed 10% of the Company's net
asset value. The Investment Manager will inform investors to the extent such
leverage limits are exceeded in accordance with the AIFMD Rules.
The Company does not currently grant any guarantee under any leveraging
arrangement. The grant of any such guarantee would be disclosed to investors
in accordance with the AIFMD Rules. Save as set out herein, there are no
restrictions on the Company's use of leverage, by borrowing or otherwise,
other than those which may be imposed by applicable law, rule or regulation.
changes to the investment policy, investment restrictions and investment approach
Changes to the investment policy, investment restrictions and investment
approach of the Company as set out above may be made by the Directors. Changes
believed by the Directors to be material will be notified to investors in
advance of the change taking effect.
financial instruments
The financial instruments employed by the Company primarily comprise equity
and loan stock investments, although it does hold cash and liquid instruments.
Further details of the Company's risk management objectives and policies
relating to the use of financial instruments can be found in note 13 to the
financial statements on pages 70 to 79.
delegated activities
The Company being internally managed has not delegated the provision of
portfolio management and risk management functions but does rely on third
party services providers to provide ancillary services to support the
activities of the company. As a result, the Company will continue to act as an
internally managed AIFM of the Company for the purposes of the FCA Rules in
accordance with the Investment Management Agreement.
depositary
The Company has appointed Bank of New York Mellon (BNYM) as depositary for the
quoted securities deposited for safekeeping with BNYM or with any third party
appointed by BNYM and to hold cash in accordance with the terms of its
agreement.
any conflicts of interest that may arise from such delegations
From time to time conflicts may arise between the Depositary and the
delegates, for example where an appointed delegate is an affiliated group
company which receives remuneration for another custodial service it provides
to the Company. In the event of any potential conflict of interest which may
arise during the normal course of business, the Depositary will have regard to
the applicable laws.
performance
At 31 January 2026, the NAV per share was 555.4p (2025: 539.7p), an increase
of 2.9% during the year, compared to an increase of 4.4% during the year in
the Standard & Poor's 500 Composite Index (Sterling adjusted). The NAV per
share from 2025 has been restated due to the 10 for 1 share split.
Net assets attributable to equity holders at 31 January 2026 amounted to
£724,805,000 compared with £713,504,000 at 31 January 2025.
The ongoing charges relating to the Company are 1.2% (2025: 1.1%), based on
total expenses, excluding finance charges and
non-recurring items for the year and average monthly net assets.
results and dividends
The total net return after taxation for the financial year ended 31 January
2026 amounted to £29,301,000 (2025: £41,920,000). The Board has declared an
interim dividend of 7.0p per ordinary share (2025: 8.80p). The dividend rate
from 2025 has been restated due to the 10 for 1 share split.
key performance indicators
The Directors regard the following as the main key indicators pertaining to
the Company's performance:
(i) Net asset value per Ordinary Share: the following chart illustrates the
movement in the net asset value per Ordinary Share
over the past five years:
net asset value in pence
[chart on page 18 of the Annual Report and Accounts]
(ii) Share price return: the following chart illustrates the movement in the
share price per Ordinary Share over the past five
years:
share price return in pence
[chart on page 18 of the Annual Report and Accounts]
(iii) Performance against benchmark
The performance of the Company's share price is measured against the Standard
& Poor's 500 Composite Index (Sterling adjusted), the Company's benchmark.
A graph comparing performance can be found in the Directors' Remuneration
Report on page 41.
* Figures for comparative periods restated for a 10 for 1 share split.
principal risks and uncertainties
The Board has carried out a robust assessment of the emerging and principal
risks facing the Company including those that
would threaten the Company's business model, future performance, solvency of
liquidity and reputation.
The key risks faced by the Company are set out below. The Board regularly
reviews these and agrees policies for managing
these risks.
• Performance risk: the Board is responsible for deciding the investment
strategy in order to fulfil the Company's objectives and for monitoring the
performance of the Manager. An inappropriate investment strategy may result in
under-performance against the companies in the peer group or against the
benchmark indices. The Board manages this risk by ensuring that the
investments are appropriately diverse and by receiving reports from the
Manager at every board meeting explaining his investment decisions and the
composition and performance of the portfolio.
• Market risk: this category of risk includes currency risk, market
price risk and interest rate risk. The fair value of all future cash flows of
a financial investment held by the Company may fluctuate. Also, the valuations
of the investments in the portfolio may be subject to fluctuation due to
exchange rates or general market prices. The Manager monitors these
fluctuations and the markets on a daily basis. The performance of the
investment portfolio against its benchmarks is also closely monitored by the
Manager. The afore-mentioned graph on page 41 of the Directors' Remuneration
Report illustrates the Company's performance against its benchmarks over the
last ten years.
• Investments in unquoted stocks, by their nature may involve a higher
degree of risk than investments in the listed market. The valuation of
unquoted investments can include a significant element of estimation based on
professional assumptions that is not always supported by prices from current
market transactions. Recognised valuation techniques are used and recent arm's
length transactions in the same or similar entities may be taken into account.
Clearly the valuation of such investments is therefore a key uncertainty but
the Board manages this risk by regularly reviewing the valuation principles
applied by the Manager to ensure that they comply with the Company's
accounting policies and with fair value principles. Harwood Capital Management
Limited, a firm which is ultimately owned by Christopher Mills, the Company's
Manager, and which provides services through the group such as dealing,
administration and compliance to the Company, operates a Valuations and
Pricing Committee which meets regularly throughout the year to review and
agree the valuations of the investments in the portfolio for onward submission
to the Board.
• Regulatory risk: any breach of a number of regulations applicable to
the Company, the UKLA's Listing Rules, the FCA compliance regime and the
Companies Act could lead to a number of detrimental effects on the Company as
well as reputational damage. The Audit Committee monitors compliance with
these regulations in close alliance with the Manager and Secretary.
• Custodial and Banking risk: there is a risk that the custodians and
banks used by the Company to hold assets and cash balances could fail and the
Company's assets may not be returned. Associated with this is the additional
risk of fraud or theft by employees of those third parties. The Board
exercises monitoring through the Manager and North Atlantic Investment
Services Limited ("NAIS") over the financial position of its custodial banks.
• Credit risk/Counterparty risk: the Company holds preference shares in
some investee companies and provides other forms of debt or loan guarantees
where deemed necessary. There is a risk of those counterparties being unable
to meet their obligations. The financial position and performance of those
investee companies are continually monitored by the Manager and actions are
taken to protect the Company's investment if needed.
professional negligence
The Company covers professional liability risks set out in Article 9(7) of
Directive 2011/61/EU on Alternative Investment Fund Managers (the "Directive")
and article 12 and 13 of the AIFMD level 2 regulation (professional liability
risks) by holding professional indemnity insurance and maintaining an amount
of own funds to meet the PII capital requirement under the Directive; and
comply with the qualitative requirements addressing professional liability
risks.
section 172 statement
Under Section 172 of the Companies Act 2006, directors are required to promote
the success of the Company for the benefit of the stakeholders. In accordance
with the requirements of the Companies (Miscellaneous Reporting) Regulations,
2018, the Company has to detail how this duty has been performed with regard
to the matters set out in Section 172 (1) (a) to (f).
• The directors have to consider the likely consequences of their
decisions in the long term taking into account the interests
of the various different stakeholders of the Company.
• A company's stakeholders are normally considered to comprise of its
shareholders, employees, customers and suppliers as well as the wider
community in which the company operates. As the Company is an internally
managed investment company it does not have any employees as its activities
are outsourced. Its customers are its shareholders and details of those owning
more than 3% of the Company's shares are shown on page 24. The Company's
relations with its shareholders are detailed on page 33.
• The main stakeholders are therefore the Company's shareholders and a
small number of key third party suppliers, principally the Investment Manager,
together with the company secretary, accountants, brokers, depositary, bankers
and auditors, to whom the day to day functions are delegated.
• The Board works closely with the Investment Manager to promote the
long-term success of the Company as effectively and responsibly as possible
and he in turn interacts directly with the investee companies. Details of the
investment policy and investment approach can be found on pages 15 and 16.
• The Company has a limited impact on the environment and has no
greenhouse gas emissions to report as indicated on page 26. Its impact on
social, community and human rights issues are detailed on page 22, and a
statement on the Modern Slavery Act is given on page 22.
• The Directors take care to ensure that the Company maintains a
reputation for high standards of business conduct.
• The Directors ensure that the Company always acts fairly between
members of the Company.
• To summarise, the Directors are fully aware of their duty under
Section 172 in all their deliberations, and decisions made always take into
account the interests of the key stakeholders.
viability statement
In accordance with the UK Corporate Governance Code the Board has considered
the longer term prospects for the Company.
The Directors have reviewed the Company over the next five years to May 2031,
which is generally a reasonable investment horizon for many investment trust
shareholders. This assessment took into account the Company's current position
as well as its continuing investment strategy. Additional factors under review
included the principal risks inherent in its management and portfolio
structure, contractual arrangements and cost base.
The Directors have noted the following elements as part of its evaluation:
• the Company invests in a combination of listed and unquoted companies,
most of which have positive EBITDA and/or net tangible asset values which
support their valuations;
• as at 31 March 2026, the company held more than £47.92m of its
portfolio in cash and US Treasury Bills which are readily realisable and
intends to continue to hold liquidity comfortably in excess of any contingent
liabilities, including any requirements to fund any future drawdowns resulting
from private equity or put option commitments; and
• the Company's expenses are relatively stable, except for the
Investment Manager's fee which is positively correlated with the Company's net
asset value and relative performance, giving comfort that the Company could
easily cover costs in the event of a substantial decline in net asset value.
The Directors have also assessed the Company's principal risks and
uncertainties and believe that appropriate measures are in place to minimise
the likelihood of their potential to impact the viability of the Company.
These measures include:
• the Manager's reports on compliance with the investment objective;
• the Manager's control of counterparty and custodial risk;
• the Board's monitoring of gearing (if any), compliance with specific
investment guidelines and liquidity risk; and
• monitoring the share price's discount to net asset value and the
stability of the shareholder base.
Based on the results of this analysis, the Directors have concluded that there
is a reasonable expectation that the Company
can continue in operation and meet its liabilities as they fall due during the
period to May 2031.
future prospects
The directors remain confident that the underlying portfolio will provide
shareholders with significant upside over the mid-term both through asset
realisation and a narrowing of the substantial discount to fair market value
of our publicly listed assets.
social, community and human rights issues
As an investment trust with no employees the Company has no direct social or
community responsibilities or impact on the environment. The Company, however,
takes into account the impact of environmental, social and governance factors
when selecting and managing its investments within the context of its
obligation to manage investments in the financial interests of its
shareholders.
modern slavery act
The Company is committed to the highest standards of ethical, moral and legal
business conduct and we expect those that we do business with to uphold the
same values. As an investment vehicle the Company does not provide goods or
services in the normal course of business. We have adopted an ethical approach
to investing which prohibits modern slavery in our business and supply chains,
and are committed to implementing systems and controls aimed at ensuring that
modern slavery is recognised and eradicated.
AIFMD
The Company is authorised and regulated by the Financial Conduct Authority.
The Company has been a full scope internally
managed AIF with effect from 1 October 2021 under the Alternative Investment
Fund Managers Regulations 2013.
For AIFMD purposes the Company is internally managed with Christopher Mills
making the investment decisions in his capacity as Chief Executive. The
Company must not perform any activities other than the internal management of
the AIF in accordance with Annex I of the Directive:
ANNEX I
1 Investment management functions which an AIFM
shall at least perform when managing an AIF:
(a) portfolio management;
(b) risk management.
2 Other functions that an AIFM may additionally
perform in the course of the collective management of an AIF:
(a) Administration:
(i) legal and fund management accounting services;
(ii) customer inquiries;
(iii) valuation and pricing, including tax returns;
(iv) regulatory compliance monitoring;
(v) maintenance of unit-/shareholder register;
(vi) distribution of income;
(vii) unit/shares issues and redemptions;
(viii) contract settlements, including certificate dispatch;
(ix) record keeping;
(b) Marketing;
(c) Activities related to the assets of AIFs, namely
services necessary to meet the fiduciary duties of the AIFM, facilities
management, real estate administration activities, advice to undertakings on
capital structure, industrial strategy and related matters, advice and
services relating to mergers and the purchase of undertakings and other
services connected to the management of the AIF and the companies and other
assets in which it has invested.
periodic and regular disclosure
1. The following information is available to investors in the annual report:
(i) the percentage of the Company's assets that are
subject to special arrangements arising from their illiquid nature;
(ii) any material changes to the arrangements for managing
the liquidity of the Company;
(iii) the current risk profile of the Company and the risk
management systems employed by the Company to manage
those risks;
(iv) the total amount of leverage employed by the Company if
applicable; and
(v) details of the Company's policy towards best
execution.
2. Any changes to the following information will be provided by the Company
to investors without undue delay (and may be provided by email) in accordance
with the AIFMD Rules:
(i) the maximum level of leverage which the Company may employ on
behalf of the Company;
(ii) the grant of or any changes to any right of re-use of collateral
or any changes to any guarantee granted under any
leveraging arrangement; and
(iii) activation of liquidity management tools.
By Order of the Board
Ben Harber
Company Secretary
28 April 2026
report of the directors
for the year ended 31 January
The Directors present their report to shareholders and the financial
statements for the year ended 31 January 2026. Certain information that is
required to be disclosed in this report has been provided in other sections of
this Annual Report and accordingly, these are incorporated into this report by
reference.
taxation status
In the opinion of the Directors, the Company has conducted its affairs during
the period under review, and subsequently, so as to maintain its status as an
investment trust for the purposes of Chapter 4 of Part 24 of the Corporation
Tax Act 2010. The Company made a successful application under Regulation 5 of
the Investment Trust (Approved Company) (Tax) Regulations 2011 for investment
trust status to apply to all accounting periods starting on or after 1
February 2013 subject to the Company continuing to meet the eligibility
conditions contained in Section 1158 of the Corporation Tax Act 2010 and the
ongoing requirements outlined in Chapter 3 of Part 2 of the Regulations.
share capital
The Company's issued share capital consisted of 130,500,000 Ordinary Shares of
0.5p nominal value each on 31 January 2026. Since the year end, 1,400,000
Ordinary Shares have been repurchased for cancellation. All shares hold equal
rights with no restrictions and no shares carry special rights with regard to
the control of the Company. There are no special rights attached to the shares
in the event that the Company is wound up.
During the year, the Company purchased 1,396,241 (2025: 241,575) Ordinary
Shares for £6.4m (2025: £9.5m) for cancellation to
improve net asset value per Share. This comprised 1.3% (2025: 1.8%) of the
issued share capital.
A subdivision of the Company's Ordinary Shares on a ten for one basis took
effect from 13 June 2025.
share valuations
On 31 January 2026, the quoted price and the net asset value per 0.5p Ordinary
Share were 359.0p and 555.4p respectively. The comparable figures, restated
for the 10 for 1 share split, at 31 January 2025 were 375.0p and 539.7p
respectively.
substantial shareholders
As at 31 January 2026, the following interests in the Ordinary Shares of the
Company which exceed 3.0% of the issued share capital had been notified to the
Company:
Number of % of issued share
Ordinary Shares capital
Christopher Mills* 38,095,810 29.19
CG Asset Mgt (London) 9,145,590 7.00
Butterfield Bank 5,168,690 3.96
Interactive Investor 5,050,069 3.87
Peregrine Moncrieffe 4,478,890 3.43
1607 Capital Partners (Richmond) 4,249,367 3.25
Hargreaves Lansdown Asset Mgt 4,100,897 3.14
Rathbone Investment Mgt 3,993,030 3.06
Charles Stanley Group (London) 3,927,676 3.01
The Company has not been informed of any changes to the above interests
between 31 January 2026 and the date of this report. Since 31 January 2026,
the Company has purchased and cancelled 1,400,000 Ordinary Shares reducing the
Ordinary Shares in issue to 129,100,000, which increases the % of issued share
capital held by all shareholders listed above.
* Inclusive of 435,810 shares for a private client account managed by
Christopher Mills and 6,000,000 shares for Harwood Holdco Limited.
directors
The biographical details for Directors currently in office are shown on page
3.
The Company's Articles of Association require that Directors should submit
themselves for election at the first Annual General Meeting following their
appointment and thereafter for re-election at least every three years.
However, the Company is adopting the requirements of the UK Corporate
Governance Code in relation to the annual re-election of directors. Therefore,
in accordance with provision 18 of the UK Corporate Governance Code all of the
Directors will retire at the Annual General Meeting and being eligible, offer
themselves up for re-election.
directors' interests
The interests of the Directors as notified to the Company, including those of
their connected persons, in the Ordinary Shares of
the Company as at 31 January 2026 and 31 January 2025 were as follows:
31 January 2026
0.5p Ordinary 31 January 2025
Shares 5p Ordinary Shares
Sir Charles Wake 81,700 8,170
Christopher Mills* 38,095,810 3,809,581
Christopher Mills (non-beneficial) 3,557,400 355,740
Lord Howard of Rising 50,000 5,000
Professor Fiona Gilbert 32,000 3,200
G Walter Loewenbaum 150,000 15,000
Peregrine Moncreiffe 4,478,890 447,889
Julian Fagge 5,230 523
* Inclusive of 435,810 (43,581 pre-stock split in 2025) shares for a private
client account managed by Christopher Mills and 6,000,000 (600,000 pre-stock
split in 2025) shares for Harwood Holdco Limited.
Since 31 January 2026 and as at the date of this report, there have been no
further share purchases from the Directors or their
connected persons, other than the following:
Date Price per Share Number of Shares
Fiona Gilbert 24 February 2026 369.9p 7,000
Mhairi Jane Davidson Gilbert 24 February 2026 369.9p 5,500
Details of Directors' remuneration are described in the Directors'
Remuneration Report on pages 36 to 41.
Save as disclosed on page 36 or in notes 3 and 14 to the financial statements,
no Director was party to or had any interest in any contract or arrangement
with the Company at any time during the year.
significant agreements
The Company is required to disclose details of any agreement that it considers
to be essential to the business and the two agreements detailed below are
considered by the Board to be significant.
Pursuant to the Sub Advisory, Administration and Transmission Services
Agreement dated 27 February 2023, North Atlantic Investment Services Limited
provides administration services to the Company which were previously provided
by Harwood Capital LLP under a similar agreement. The Sub Advisory,
Administration and Transmission Services Agreement continues unless thereafter
terminated by either party on not less than twelve months' notice in writing
or may be terminated forthwith as a result of a material breach of the
agreement or the insolvency of either party. No compensation is payable on
termination of the Agreement.
Pursuant to the Secondment Services Agreement between the Company, Growth
Financial Services Limited ("GFS") and Christopher Mills and the Sub Advisory,
Administration and Transmission Services Agreement between the Company and
North Atlantic Investment Services Limited, Christopher Mills is responsible
for the day-to-day investment decisions. The Secondment Services Agreement
continues until terminated by the Company or GFS on not less than twelve
months' notice.
The Board reviews the activities of the Manager. The Chief Executive carries
out day-to-day investment decisions for and on behalf of the Company. As part
of this review, the Board is satisfied that the continuing appointment of the
Manager, on the terms agreed, is in the best interests of shareholders.
Christopher Mills has been Chief Executive of the Company since 1984 and the
Board consider it is in the best interest of the Company for this arrangement
to continue.
As part of this review, the Board has given consideration to the experience,
skills and commitment of the Chief Executive in addition to the personnel,
services and resources provided by NAIS. The Company's performance over the
last year is described in the Chairman's Statement on page 4.
related party transactions
Christopher Mills makes day-to-day investment decisions for the Company in his
capacity as its Chief Executive and this position is distinct from his
position as Chief Investment Officer of NAIS. Christopher Mills is a director
of Growth Financial Services Limited ("GFS"). GFS is a wholly-owned subsidiary
of Harwood Capital Management Limited, which is the holding company of the
Harwood group of companies and is, in turn, 100% owned by Christopher Mills.
Details of the related party transactions and fees payable are disclosed in
note 14 on pages 78 and 80 and in the Directors' Remuneration Report on pages
36 to 41. The Investment Management Fees are disclosed in note 3 on page 59.
Any Performance Fee payable to GFS is disclosed in the Directors' Remuneration
Report on pages 36 to 41 and note 3 of the financial statements on page 59.
With the exception of the matters referred to above, during the year no
Director was materially interested in any contract of significance (as defined
by the UK Listing Authority Listing Rules) entered into by the Company.
institutional investors - use of voting rights
The Chief Executive, in the absence of explicit instruction from the Board, is
empowered to exercise discretion in the use of the Company's voting rights in
respect of investments and to then report to the Board, where appropriate,
regarding decisions taken. The Board has considered whether it is appropriate
to adopt a new voting policy and an investment policy with regard to social,
ethical and environmental issues and concluded that it is not appropriate to
change the existing arrangements.
donations
The Company does not make any political or charitable donations.
creditors' payment policy
It is the Company's policy to settle investment transactions according to the
settlement periods operating for the relevant markets. For other creditors, it
is the Company's policy to pay amounts due to them as and when they become
due. All supplier invoices received in the year had been paid by 31 January
2026 (31 January 2025: all supplier invoices received).
greenhouse gas emissions
The Company has no physical assets, operations, premises or employees of its
own. Consequently it consumed less than 40,000 kWh of energy during the year
so has no greenhouse gas emissions to report.
task force on climate-related financial disclosures (TCFD)
The Company has not included any climate-related disclosures consistent with
the TCFD Recommendations and Recommended Disclosures in this annual report as
the Company is a closed-ended investment company, with no premises or staff.
The Board do not believe that such disclosures would be of any benefit to its
shareholders or other stakeholders.
corporate governance
The Corporate Governance Statement on pages 30 to 35 forms part of this
report.
auditors
Resolutions to re-appoint RSM UK Audit LLP as the Company's auditors and to
authorise the Board to determine their remuneration will be proposed at the
forthcoming Annual General Meeting.
In the case of each of the persons who are directors at the time the report is
approved, so far as each 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
themself aware of any relevant audit information and to establish that the
Company's auditor is aware of that information.
going concern
The Company's assets largely comprise readily realisable securities which can
be sold to meet funding commitments if necessary and it also has sufficient
cash reserves so the Directors have a reasonable expectation that the Company
has adequate resources to continue in operation for the foreseeable future.
They have, therefore, adopted the going concern basis in preparing these
financial statements.
additional disclosures
The following further information is disclosed in accordance with the Large
and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008:
• the Company's capital structure and voting rights are summarised on
page 24 and note 11;
• details of the substantial shareholders in the Company are listed on
page 24;
• the rules concerning the appointment and replacement of directors are
contained in the Company's Articles of Association and are discussed on pages
30 and 31;
• amendment of the Company's Articles of Association and powers to issue
on a pre-emptive basis or buy back the Company's shares require a special
resolution to be passed by the shareholders; and
• there are: no restrictions concerning the transfer of securities in
the Company; no special rights with regard to control attached to securities;
no agreements between holders of securities regarding their transfer known to
the Company; no agreements which the Company is party to that might affect its
control following a takeover bid; no agreements between the Company and its
Directors concerning compensation for loss of office; and no qualifying third
party indemnities in place.
By Order of the Board
Ben Harber
Company Secretary
28 April 2026
statement of directors' responsibilities in respect of the annual report and the financial statements for the year ended 31 January
The Directors are responsible for preparing the Annual Report and the
financial statements in accordance with applicable law
and regulations.
Company law requires the Directors to prepare financial statements for each
financial year. The Directors elected under company law are required under the
Listing Rules of the Financial Conduct Authority to prepare the financial
statements in accordance with UK-adopted International Accounting Standards.
The financial statements are required by law and UK-adopted International
Accounting Standards to present fairly the financial position and performance
of the company. The Companies Act 2006 provides in relation to such financial
statements that references in the relevant part of that Act to financial
statements giving a true and fair view are references to their achieving a
fair presentation.
Under company law the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Company and of the profit or loss for that period. In preparing
these financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and
prudent;
• state whether they have been prepared in accordance with UK-adopted
International Accounting Standards;
• assess the Company's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern;
and
• use the going concern basis of accounting unless they either intend to
liquidate the Company or to cease operations, or
have no realistic alternative but to do so.
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 its financial statements and the Directors'
Remuneration Report comply with the Companies Act 2006. They are responsible
for such internal control as they determine is necessary to enable the
preparation of financial statements that are free from material misstatement,
whether due to fraud or error, and have general responsibility for taking such
steps as are reasonably open to them to safeguard the assets of the Company
and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for
preparing a Strategic Report, Directors' Report, Directors' Remuneration
Report and Corporate Governance Statement that complies with that law and
those regulations.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the company's website.
Legislation in the UK governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
responsibility statement of the directors in respect of the annual financial report
Each of the directors, whose names and functions are listed in the strategic
report on page 3 confirm that to the best of each person's knowledge:
• the financial statements, prepared in accordance with UK-adopted
International Accounting Standards, give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Company taken as a
whole; and
• the Strategic Report and the Report of the Directors 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 they face.
We consider 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 and performance, business model
and strategy.
For and on behalf of the Board
Sir Charles Wake
Chairman
28 April 2026
corporate governance
statement of compliance with the uk corporate governance code
The Company's policy is to achieve best practice in its standards of business
integrity in all of its activities. This includes a commitment to follow the
highest standards of corporate governance wherever possible. This section of
the Annual Report describes how the Company has complied with the applicable
provisions of the UK Corporate Governance Code published by the Financial
Reporting Council ("FRC") in January 2024 (the "Code") and is available from
the FRC website (www.frc.org.uk). (http://www.frc.org.uk/) Provision 29 of the
2024 code is only applicable from 1 January 2026, so the Company continues to
apply provision 29 of the 2018 code. The Board considers that it has complied
with the provisions of the Code throughout the year with few exceptions: these
are detailed on page 35.
directors
Brief biographical details of the Directors in office are set out on page 3.
The Board consists of seven Directors, four of whom are considered independent
non-executive Directors for the purposes of the Code, to include the Chairman
- Sir Charles Wake, Fiona Gilbert, Julian Fagge and G Walter Loewenbaum, who
are each free of any relationship that could materially interfere with the
exercise of their independent judgment on issues concerning strategy,
performance and standards of conduct. The other Non-Executive Directors are
Peregrine Moncreiffe (the former Chairman) and Lord Howard of Rising.
Christopher Mills, the Chief Executive Officer, also serves as a member of the
Board. The Board considers that it has the appropriate balance of skills,
experience, ages and length of service in the circumstances and values highly
the experience of those Directors who have served on the Board for a longer
period.
The Board has determined that, in light of the Company's strategic priorities
and the value of continuity and deep institutional knowledge, it is in the
best interests of the Company and its shareholders for Lord Howard of Rising
to continue to serve on the Board beyond nine years. Accordingly, in line with
the provisions of the UK Corporate Governance Code, the Board no longer
considers Lord Howard of Rising to be independent.
Fiona Gilbert was appointed as the Company's Senior Independent Director on 4
January 2023. As the Senior Independent Director, Fiona provides a sounding
Board for the Chairman and serves as an intermediary for the other Directors
and shareholders. Fiona also provides a channel for any shareholder concerns
regarding the Chairman.
The Board comprises of 6 male Directors and 1 female Director.
The Company has effective procedures in place to monitor and deal with
conflicts of interest. All declared conflicts will be discussed by the Board.
The Board is aware of the other commitments and interests of the Directors.
The Board is made up of individual members who have a wide range of
qualifications and expertise to bring to any debate. The Board normally meets
four times a year and at other times as necessary. The terms and conditions of
their appointment, including the expected time commitment, are available for
inspection at the Registered Office of the Company during normal business
hours and will also be available for at least fifteen minutes prior to and
during the Annual General Meeting. The contract for Christopher Mills'
services as a Director is with GFS.
The Chairman and other members of the Board recommend that all of the
Directors be re-elected. The Chairman has confirmed that all Directors have
been subject to a performance evaluation in 2024 and following that
evaluation, the Chairman confirms that their performance continues to be
effective and that they continue to demonstrate commitment to their role and
in his view responsibly fulfil their functions. The performance evaluation
programme took the form of a questionnaire circulated to and completed by all
Directors. The performance evaluation provides an anonymous vehicle for
Directors to highlight any concerns or issues to the Board. The Chairman then
discussed the results with the Board and the individual Directors and any
requests for further training or action were complied with. The non-executive
Directors evaluated the performance of the Chairman and can confirm that they
were satisfied with his performance and with his leadership of the Board. The
next performance evaluation would be conducted during 2026.
board meetings
The Board conducts its affairs in accordance with its schedule of matters for
consideration which is agreed once annually by the whole Board. The Chief
Executive carries out day-to-day activities pursuant to the terms of the
management arrangements in place. These day-to-day activities relate to the
management of the Company's investment portfolio on a discretionary basis
within guidelines that have been set by the Board. These guidelines include,
amongst other things, maximum exposure to any one investment and total
exposure to unquoted investments. The management of the investment portfolio
also includes the monitoring of the performance and activities of the investee
companies in the portfolio and detailed research into any prospective
investment. In addition to scheduled Board Meetings, the Board may carry out
certain urgent matters not requiring debate by way of delegation to a
Committee of the Board or by resolution in writing of all Directors.
attendance at board meetings, nomination, ESG, audit and remuneration
committees
Total number Total number Total number Total number Total number
in year in year in year in year in year
4 Board 2 Audit 1 Remuneration 1 ESG 1 Nominations
Meetings Committees Committee Committee Committee
Peregrine Moncreiffe 4 N/A N/A N/A N/A
Christopher Mills 4 N/A N/A N/A N/A
Lord Howard of Rising 3 N/A N/A N/A N/A
G Walter Loewenbaum 4 2 1 N/A 1
Sir Charles Wake 4 N/A N/A N/A N/A
Fiona Gilbert 3 2 1 1 1
Julian Fagge 4 2 1 1 1
remuneration committee
The Remuneration Committee is chaired by G Walter Loewenbaum and the other
members are Julian Fagge and Fiona Gilbert. The Remuneration Committee reviews
the remuneration paid to NAIS and GFS pursuant to the Management Agreements.
The remuneration of GFS is disclosed in the Directors' Remuneration Report on
pages 36 to 41 and also in note 3 on page 59.
audit committee
The Board is supported by an Audit Committee which is chaired by Julian Fagge
and during the year the other members were G Walter Loewenbaum and Fiona
Gilbert. The Audit Committee meets representatives of NAIS twice a year, who
report on the proper conduct of business in accordance with the regulatory
environment in which the Company operates. The Company's Auditors also attend
the Committee at its request, at least once a year, and report on their
findings in relation to the Company's statutory audit. The responsibilities of
the Audit Committee include monitoring the integrity of the financial
statements including Annual and Half-Yearly reports, reviewing the
effectiveness of the Company's internal controls and risk management, making
recommendations in relation to the appointment of the auditors and reporting
to the Board on all matters within its duties and responsibilities.
The Committee monitors the performance of the Auditors on a regular basis (at
least annually) and if satisfied, recommends their re-appointment to the
Board. The Audit Committee is authorised to take such independent professional
advice (including legal advice) and to secure the attendance of any external
advisers with relevant expertise as it considers necessary. The Audit
Committee is also responsible for the review of the Annual and Half-Yearly
Reports, the nature and scope of the external audit, its findings and the
provision of any non-audit services. The Audit Committee is satisfied that RSM
UK Audit LLP, the Company's Auditor, is independent and that it has adequate
policies and safeguards in place to ensure that its objectivity and
independence is maintained. The Audit Committee receive each year a report
from the Auditor as to any matters the Auditor considers bear on its
independence and which require disclosure to the Company.
RSM UK Audit LLP were appointed as the Company's auditors in 2020 and carried
out their first audit on the accounts for the
year ended 31 January 2020.
There has been no interaction between the Company and the Financial Reporting
Council's Corporate Reporting Review team
during the period.
The Committee's terms of reference are available from the Company Secretary.
The Audit Committee met twice during the year to review the Half-Yearly and
Annual financial statements and to review reports and hold discussions with
the Chief Executive and NAIS. In carrying out its duties during this review,
the Audit Committee has considered inter alia the annual budget, internal
control reports, the risk management framework, the effectiveness of the
external audit process, the independence and objectivity of the External
Auditor, the Audit Plan, Audit Reports and Corporate Governance Report
including the Code. The Board is satisfied that all of the Committee's members
have recent and relevant commercial and financial knowledge and experience to
satisfy the Code, by virtue of their having held various executive and
non-executive roles in investment management and business management.
financial report and significant issues
The Audit Committee met with the Auditor during the year to discuss the audit
plan and strategy for the year and identify the significant issues to be dealt
with in the review of the year end results. The principal issues identified as
presenting the greatest risks were the valuation of the unquoted investments
in the portfolio.
Listed investments are valued using stock exchange prices provided by third
party financial data vendors. Unquoted investments are recognised on a fair
value basis as set out in the statement of accounting policies on page 55 and
are reviewed by NAIS Valuations and Pricing Committee before being approved by
the Board and being made available to the Auditor.
These and other matters, identified as posing less of a risk, were considered
and discussed with the Manager and the Auditor
as part of the year end process.
Throughout the year the Board has considered, as part of its ongoing Risk
Management Review, the principal risks facing the Company. This has included
specifically assessing those risks which would threaten its business model,
future performance, solvency or liquidity. The Company carries out its
activities using the services of third party service providers; it has no
staff of its own.
shareholder relations
The Company, through its Chief Executive, has regular contact with its
Institutional shareholders. The Board supports the principle that the Annual
General Meeting be used to communicate with private shareholders and
encourages them to participate. The Annual General Meeting is attended by
Directors and the Chief Executive. During the year, the Board engaged in
dialogue with dissenting investors as part of an outreach campaign to offer
the opportunity for further engagement and to answer any questions or queries
they may have and the Directors continue to engage positively with interested
parties on this matter.
ESG committee
The ESG Committee was established to enhance the Board's oversight of
environmental, social and governance issues. The committee, currently chaired
by Fiona Gilbert with members Julian Fagge and Nicholas Mills, a Director and
Fund Manager at Harwood Capital, has met several times to review the
governance structure and environmental policy. Board training has been
undertaken in governance to ensure all procedures are in place.
nominations committee
The Board is a small Board and previously fulfilled the function of the
Nominations Committee. During 2025 the Board established a formal Nominations
Committee who was responsible for reviewing the composition and make-up of the
Board and its committees and considers the leadership needs and succession of
the Board when making decisions on new appointments. The Committee, is
currently chaired by Julian Fagge with members Fiona Gilbert and G Walter
Loewenbaum. The committee will continuously review the structure, size and
composition of the Board and its committees and made recommendations for
changes to the membership of the committees. The Committee will actively
participate in the recruitment process, and contribute to the on-boarding and
induction of newly appointed Directors, assisted by the Company Secretary. The
Committee oversees succession planning for directors and senior management and
ensures that appointments are made on merit against objective criteria, with
due regard to the benefits of diversity and the skills, experience,
independence and knowledge required to support the Company's long-term
success, in line with the principles of the UK Corporate Governance Code 2024.
diversity
Due to the size of the Board and the fact that there are no employees, the
Company does not have a diversity policy.
the company secretary
The Board has direct access to the advice and services of the Company
Secretary, Ben Harber, which is responsible for ensuring that the Board and
Committee procedures are followed and that the applicable regulations are
complied with. The Company Secretary is also responsible to the Board for
ensuring timely delivery of information and reports.
accountability and audit
The statement of going concern is given on page 27 and the Board's
responsibilities with regard to the financial statements are set out on pages
28 and 29. The Independent Auditor's Report is on pages 42 to 48. The
principal risks and uncertainties, s172 statement and viability statement are
set out in the Strategic Report on pages 19 to 21.
share capital
Shareholders' attention is drawn to the further information on page 27 which
is disclosed in accordance with the Large and Medium-sized Companies and
Groups (Account and Reports) Regulations 2008 and rule 7.2.6 of the Disclosure
and Transparency Rules.
internal control
The Board is responsible for the Company's system of internal control and for
reviewing its effectiveness. The Board has regularly reviewed the
effectiveness of the system of internal control in place. The Board believes
that the key risks identified and implementation of the system to monitor and
manage those risks are appropriate to the Company's business as an investment
trust. The ongoing risk assessment includes the monitoring of the financial,
operational and compliance risks as well as an evaluation of the scope and
quality of the system of internal control adopted by the third party service
providers. The Board regularly reviews the delegated services to ensure their
continued competitiveness and effectiveness. The system is designed to ensure
regular communication of the results of monitoring by the third parties to the
Board and the incidence of any significant control failings or weaknesses that
have been identified and the extent to which they have resulted in unforeseen
outcomes or contingencies that may have a material impact on the Company's
performance or operations.
This review process was in place throughout the year under review and
including the period to the date of the approval of the Annual Report and
there were no problems identified from this review. The Board believes that,
although robust, the Company's system of internal control is designed to
manage rather than eliminate the risk of failure to achieve business
objectives. Any system can provide only reasonable and not absolute assurance
against material misstatement or loss. The principal features of the internal
control systems in respect of financial reporting include segregation of
duties between the processing and approval of investment transactions and the
recording of these transactions in the accounting records as well as the
production and review of monthly management accounts. The annual and interim
reports are reviewed and approved by the Board. The Company does not have an
internal audit function as it uses third party service providers and does not
employ any staff, nor does the Board consider it appropriate to do so.
compliance statement
Throughout the year ended 31 January 2026 the Company has complied with the
Code (apart from the workforce provisions 2, 5 and 6 which are not applicable
as the Company has no employees other than the Directors), except as follows:
Provision 3 - The Chairman does not routinely engage directly with
shareholders to understand their views on governance or the Company's
performance against its strategy. Whilst the Board acknowledges the potential
for market perception risk, this is mitigated by the Chief Executive
maintaining an ongoing programme of engagement with major shareholders,
through which feedback and any concerns are communicated to the Board. Where
appropriate, the Chairman is available to meet with shareholders to discuss
specific issues. In addition, the Directors, including the Chairman and Chief
Executive, attend the Annual General Meeting, where they are available to
engage with shareholders and respond to questions. This approach will continue
to be reviewed.
Provision 21 and 22 - The Board does not currently conduct a formal annual
evaluation of its own performance, its committees, or individual directors.
Instead, an informal evaluation is carried out every two years, complemented
by ongoing oversight of Board performance by the Chairman. This approach
enables the Board to monitor effectiveness in a flexible manner while
considering the views of directors and key stakeholders. The Board keeps the
effectiveness of this evaluation process under review to ensure it continues
to meet the principles of good governance.
Provision 41 - As the Company has only one Executive Director, the scope of
the Remuneration Committee's work and the corresponding disclosures differ
from the requirements of Provision 41. The Committee nevertheless ensures that
the remuneration of the Executive Director is determined in a fair,
transparent, and structured manner, with independent oversight and alignment
to the Company's long-term strategy. The Committee keeps its approach under
review to ensure that it continues to meet the principles of good governance
and provides meaningful information to shareholders.
By Order of the Board
Ben Harber
Company Secretary
28 April 2026
directors' remuneration report for the year ended 31 January
This Report has been prepared in accordance with the Large and Medium sized
Companies and Groups (Accounts and Reports) Regulations 2008, Schedule 8. The
Directors' Remuneration Report will be put to an advisory shareholder vote at
this year's annual general meeting.
The law requires the Company's Auditor to audit certain of the disclosures
provided and to state whether, in their opinion, those parts of the report
have been properly prepared in accordance with the Accounting Regulations.
Where disclosures have been audited, they are indicated as such. The Auditor's
opinion is included in their report on pages 42 to 48.
role and composition
The Remuneration Committee consists of Julian Fagge, G Walter Loewenbaum and
Fiona Gilbert. Christopher Mills, the Company's Chief Executive, does not
attend meetings of the Remuneration Committee.
The Remuneration Committee is responsible for determining all aspects of
Director's remuneration. The Remuneration Committee in the year did not
propose that there should be any change to the level of remuneration paid to
the Directors. In making this decision, consideration of the scope of work
undertaken and input required by the Directors was considered. No Director
participates in discussions on their own remuneration. The Committee takes
independent professional advice where it considers this is appropriate. No
such advice has been received in the year.
The Remuneration Committee held a meeting on 21 February 2025 to discuss the
policy on Director's Remuneration.
directors' interests (audited)
31 January 2026 31 January 2025
0.5p Ordinary 5p Ordinary
Shares Shares*
Sir Charles Wake 81,700 8,170
Christopher Mills** 38,095,810 3,809,581
Christopher Mills (non-beneficial) 3,557,400 355,740
Lord Howard of Rising 50,000 5,000
Professor Fiona Gilbert 32,000 3,200
G Walter Loewenbaum 150,000 15,000
Peregrine Moncreiffe 4,478,890 447,889
Julian Fagge 5,230 523
* Shareholding before the ten for one share split that took effect on 13 June
2025.
** Inclusive of 435,810 shares for a private client account managed by
Christopher Mills and 6,000,000 shares for Harwood Holdco Limited.
policy on directors' remuneration
The Company's Articles of Association were amended by a special resolution
passed by shareholders at the Annual General Meeting on 23 June 2021 which
increased the aggregate total of Directors' fees that can be paid during the
year from £150,000 to £250,000. The Remuneration Committee's policy, subject
to this overall limit, is to determine the level of Directors' fees having
regard to the level of fees payable to non-executive directors in other
investment trusts, the rate of inflation and the increasing amount of time
that individual Directors must commit to the Company's affairs. The Committee
is also concerned that the remuneration of the non-executive Directors should
reflect the experience of those Directors and believes that the level of
remuneration should be sufficient to attract and retain non-executive
Directors to oversee the Company.
The Directors are entitled to be reimbursed for any reasonable expenses
properly incurred by them in connection with the performance of their duties
and attendance at meetings. Non-executive Directors are not eligible for
bonuses, pension benefits, share options or any other incentives or benefits.
There are no agreements between the Company and its Directors concerning
compensation for loss of office.
The Directors' Remuneration Policy is the same in all material aspects as that
implemented by the Board during the year under review and as summarised in
last year's Directors' Remuneration Report. The Board will consider, where
raised, shareholders' views on Directors' remuneration.
The Company has no employees and therefore has no policy on the remuneration
of employees.
The performance graph on page 41 measures the Company's share price and net
asset value performance against the Sterling adjusted Russell 2000 and the
Sterling adjusted Standard & Poor's 500 Composite Index. An explanation of
the Company's performance is given in the Chairman's Statement and the
Investment Manager's Report.
The policy is to review Directors' fees from time to time, but reviews will
not necessarily result in the level of Directors' fees changing. Since 1
August 2021, the Directors have been paid at a rate of £30,000 per annum with
the exception of Peregrine Moncreiffe, the former Chairman whose emoluments
amount to £37,500 per annum which reflects his contribution to stakeholder
engagement and supporting Sir Charles Wake as Chairman. The Directors'
Remuneration Policy was last presented to the shareholders for approval in
2024 and therefore will be presented for approval by the shareholders at the
Company's AGM in 2027.
directors' remuneration table (audited)
2026
Fees & Change Annual Incentives Change
Salary from 2025 from 2025 Total
£ % £ % £
Executive
Christopher Mills 30,000 - 3,562,000 22.7 3,592,000
Non-Executive
Sir Charles Wake 30,000 - - - 30,000
Peregrine Moncreiffe 37,500 - - - 37,500
Lord Howard of Rising 30,000 - - - 30,000
G Walter Loewenbaum 30,000 - - - 30,000
Professor Fiona Gilbert 30,000 - - - 30,000
Julian Fagge 30,000 - - - 30,000
217,500 3,562,000 3,779,500
2025
Fees & Salary Change Annual Change
from 2024 Incentives from 2024 Total
£ % £ % £
Executive
Christopher Mills 30,000 - 2,903,000 1.9 2,933,000
Non-Executive
Sir Charles Wake 30,000 - - - 30,000
Peregrine Moncreiffe 37,500 - - - 37,500
Lord Howard of Rising 30,000 - - - 30,000
G Walter Loewenbaum 30,000 - - - 30,000
Professor Fiona Gilbert 30,000 - - - 30,000
Julian Fagge 30,000 61.8* - - 30,000
217,500 2,903,000 3,120,500
* This figure reflects the change in total pay Julian Fagge received given
that the appointment was part way through the year ending 31 January 2024.
chief executive
The Chief Executive is responsible for the day-to-day investment decisions. He
has no service contract with the Company; his appointment is pursuant to the
Secondment Services Agreement dated 7 January 1993 between the Company, the
Chief Executive and GFS. The Remuneration Committee has no plans to alter the
remuneration structure for the Chief Executive. As stated in note 14 on pages
78 and 80, the Chief Executive is entitled to retain any fees received from
investee companies in respect of his role as a non-executive director of these
entities; such a role is considered to benefit shareholders as it allows the
Chief Executive to monitor the performance of the investee company more
closely than would be possible under other circumstances
remuneration of chief executive (audited)
Year Ended Directors Investment Management Performance fee Total (excluding irrecoverable
fees
and related
fees £ VAT)
£
£ £
31 January 2017 25,000 1,604,000 - 1,629,000
31 January 2018 25,000 1,752,000 2,560,000 4,337,000
31 January 2019 25,000 2,037,000 1,743,000 3,805,000
31 January 2020 25,000 2,164,000 654,000 2,843,000
31 January 2021 25,000 2,552,000 3,774,000 6,351,000
31 January 2022 27,500 3,004,000 - 3,031,500
31 January 2023 30,000 3,200,000 - 3,230,000
31 January 2024 30,000 2,849,000 - 2,879,000
31 January 2025 30,000 2,903,000 - 2,933,000
31 January 2026 30,000 3,036,000 526,000 3,592,000
The total fees of £3,592,000, in respect of Christopher Mills' services as a
Director and Chief Executive are payable to GFS, as described on page 26. GFS
receives, and is contractually entitled to receive, part of the Annual Fee
payable to the GFS and NAIS in respect of the investment management activities
of the Chief Executive pursuant to the Investment Management Agreements
described on page 25 and note 3 on page 59 to the financial statements.
Christopher Mills is a director of GFS. GFS is a wholly owned subsidiary of
Harwood Capital Management Limited, which is in turn wholly owned by
Christopher Mills. Christopher Mills is also the Chief Investment Officer of
NAIS.
The Performance Fee is a contractual entitlement pursuant to the Secondment
Services Agreement dated 7 January 1993 as amended and is paid to GFS.
Calculation of the Performance Fee includes Oryx at the adjusted price (using
equity accounting methods).
Explanations of the calculation of the Investment Management and Performance
fees can be found in note 3 on page 59 to the financial statements.
No pension or other benefits are paid to the Chief Executive.
[chart on page 40 of the Annual Report and Accounts]
The fixed element represents the director's fee of £30,000 per annum.
Included within the 'On-target' bar is the investment management fee,
£3,036,000 and performance fee of £526,000 that are
payable to GFS and NAIS for the year ended 31 January 2026.
The difference between the "On-target" bar and the "Max" bar is the maximum
payment under the performance fee arrangements which could have fallen due in
respect of the year. This is explained in more detail in note 3(iii) to the
financial statements.
Christopher Mills is deemed to have received these fees due to the fact that
he is a director of and the ultimate beneficial owner of GFS and NAIS. These
amounts are included in the 'On Target' bar as the fees were only payable if
performance related hurdles were met. The NAIS fee is excluded from
Christopher's reported remuneration, as it relates to operational services,
including business management and the disbursement of staff salaries.
single total figure of remuneration for each director (audited)
The Directors who served during the years ended 31 January 2026 and 31 January
2025 received the following emoluments:
Total Fees £ Total Fees £
31 January 31 January
2026 2025
Peregrine Moncreiffe 37,500 37,500
Lord Howard of Rising 30,000 30,000
G Walter Loewenbaum 30,000 30,000
Sir Charles Wake 30,000 30,000
Christopher Mills 3,592,000 2,933,000
Professor Fiona Gilbert 30,000 30,000
Julian Fagge 30,000 30,000
Total 3,779,500 3,120,500
The Directors are aware that it is a statutory requirement that this report
provides shareholders and other interested parties with an analysis of
Directors' Remuneration against the remuneration of employees or the amount of
distributions to shareholders. However, the Company has no employees and has a
long-standing policy of not paying dividends (except to ensure compliance with
Investment Trust rules) so it is not possible to provide any such analysis.
The Directors also do not consider that such a comparison would be a
meaningful measure of the Company's overall performance.
service contracts
No Director has a service contract. The contract for the Chief Executive's
services and the carrying on day-to-day investment decisions is with GFS and
contained in the Secondment Services Agreement between GFS and the Company as
noted in the paragraph describing the Chief Executive's activities.
company's performance
The following graph compares over a ten year period the total shareholder
return on the Company's Shares with a hypothetical holding of Shares of the
same kinds and number as those by reference to which a broad equity market
index is calculated.
Graph showing total shareholder return over 10 years as compared to total
shareholder return of a broad equity market index over the last 10 years.
(Source: Financial Data/Datastream)
[chart on page 41 of the Annual Report and Accounts]
NASCIT NAV is the diluted NAV at each balance sheet date.
The equity market indexes chosen are the Sterling adjusted Russell 2000 and
the Sterling adjusted Standard & Poor's 500 Composite Index.
voting
The Directors' Remuneration Report for the year ended 31 January 2025 was
approved by shareholders at the Annual General
Meeting held on 12 June 2025. The votes cast by proxy were as follows:
Directors' Remuneration Report
Number of Percentage
votes
For 7,113,641 99.85
Against 4,981 0.07
At Chairman's discretion 5,552 0.08
7,124,174 100.00
total votes cast
Number of votes withheld 3,921
This Report was approved by the Board on 28 April 2026 and signed by:
On behalf of the Board
G Walter Loewenbaum, Remuneration Committee Chairman
28 April 2026
independent auditor's report
to the members of North Atlantic Smaller Companies Investment Trust plc
opinion
We have audited the financial statements of North Atlantic Smaller Companies
investment Trust plc (the 'company') for the year ended 31 January 2026 which
comprise the statement of comprehensive income, statement of changes in
equity, balance sheet, cash flow statement and notes to the financial
statements, including significant accounting policies. The financial reporting
framework that has been applied in their preparation is applicable law and
UK-adopted International Accounting Standards.
In our opinion the financial statements:
• give a true and fair view of the state of the company's affairs as at
31 January 2026 and of its return for the year then ended;
• have been properly prepared in accordance with UK-adopted
International Accounting Standards; and
• have been prepared in accordance with the requirements of the
Companies Act 2006.
basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the company in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the FRC's Ethical
Standard as applied to listed public interest entities and we have fulfilled
our other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
summary of our audit approach
Key audit matters · Valuation of Unquoted Investments
· Valuation of Quoted Investments
Materiality · Overall materiality: £7.2m (2025: £7.1m)
· Performance materiality: £5.4m (2025: £5.3m)
Scope · Our audit procedures covered 100% of income, 100% of total assets
· and 100% of return before tax.
key audit matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on the overall audit strategy, the allocation of
resources in the audit and directing the efforts of the engagement team. These
matters were addressed in the context of our audit of the financial statements
as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Valuation of Unquoted Investments
Key audit matter description As at 31 January 2026, unquoted investments (including loan stock) were £175m
(2025: £176m), which was 24% (2025: 25%) of the company's net assets at that
date. These investments are measured at fair value in accordance with the
International Private Equity and Venture Capital Valuation Guidelines. These
valuations involve material judgements and estimation and is a significant
audit risk and for this reason it is considered to be a key audit matter.
Unquoted investment disclosures are set out in notes 8 and 13 to the financial
statements
How the matter was addressed in the audit Our audit procedures included:
• Obtaining an understanding of the company's unquoted investments held at
the year end, including attendance at valuation meetings with the investment
manager and reviewing underlying investment agreements and other relevant
documentation;
• Understanding and challenging the key assumptions and judgements
affecting investee company valuations, including consultation with an expert
from our valuations team and consideration of the appropriateness of the
valuation basis and sensitivities;
• Considering whether events that occurred subsequent to the period end
affect the underlying
assumptions of the valuations at 31 January 2026 (including wider political
turmoil); and
• Considering of the appropriateness of the disclosures in the financial
statements in respect of unquoted
investments.
Key observations: We concluded that the carrying value of unquoted investments is acceptable.
Valuation of Quoted Investments
Key audit matter As at 31 January 2026, quoted investments (including treasury bills) were £519m (2025: £520m), which was 72% (2025: 73%) of the company's net assets at that date. Quoted investments are one of the key drivers of financial performance. Whilst this is not considered to be a significant audit risk, due to the quantum of these investments, we consider it to be a key audit matter.
description Quoted investment disclosures are set out in note 8 to the financial statements
How the matter was addressed in the audit Our audit procedures included:
• Agreeing 100% of year end investment holdings (including treasury bills)
to independently received
confirmations from the depository.
• Checking 100% of the year end valuations to externally quoted prices
Key observations We concluded that the carrying value of quoted investments is acceptable.
our application of materiality
When establishing our overall audit strategy, we set certain thresholds which
help us to determine the nature, timing and extent of our audit procedures.
When evaluating whether the effects of misstatements, both individually and on
the financial statements as a whole, could reasonably influence the economic
decisions of the users we take into account the qualitative nature and the
size of the misstatements. Based on our professional judgement, we determined
materiality as follows:
Overall materiality £7.2m (2025: £7.1m)
Basis for determining 1% of net assets (2025: 1% of net assets)
overall materiality
Rationale for benchmark applied Net asset value per share is one of the company's key performance indicators
and considered to be one of the principal considerations for members of the
company when assessing financial performance.
Performance materiality £5.4m (2025: £5.3m)
Basis for determining 75% of overall materiality (2025: 75%)
performance materiality
Reporting of misstatements to the Audit Committee Misstatements in excess of £362,000 (2025: £357,000) and misstatements below
that threshold that, in our view, warranted reporting on qualitative grounds.
an overview of the scope of our audit
The company has been subject to a full scope audit. The company is a single
entity, subject to local statutory audit, and our audit work was designed to
address the risks of material misstatements identified to the level of
materiality indicated above.
conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the directors'
assessment of the company's ability to continue to adopt the going concern
basis of accounting included:
• reviewing, evaluating and challenging the company's going concern
disclosures in note 1(b) to the financial statements and the company's
viability statement on page 21 of the annual report; and
• corroborating the cash and treasury bills as at 31 January 2026 and at
the date of approval of the financial statements.
Our key observation in relation to going concern is that the company has
sufficient cash and liquid investments to continue as
a going concern for the foreseeable future.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the company's ability to continue
as a going concern for a period of at least twelve months from when the
financial statements are authorised for issue.
In relation to the entity's reporting on how it has applied the UK Corporate
Governance Code, we have nothing material to add or draw attention to in
relation to the Directors' statement in the financial statements about whether
the Directors considered it appropriate to adopt the going concern basis of
accounting.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections
of this report.
other information
The other information comprises the information included in the annual report
other than the financial statements and our auditor's report thereon. The
directors are responsible for the other information contained within the
annual report. Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
opinions on other matters prescribed by the companies act 2006
In our opinion, the part of the directors' remuneration report to be audited
has been properly prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic Report and the Directors'
Report for the financial year for which the financial statements are prepared
is consistent with the financial statements;
• the Strategic Report and the Directors' Report have been prepared in
accordance with applicable legal requirements.
matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its
environment obtained in the course of the audit, we
have not identified material misstatements in the Strategic Report or the
Directors' Report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the company, or
returns adequate for our audit have not been received from branches not
visited by us; or
• the financial statements and the part of the directors' remuneration
report to be audited are not in agreement with the accounting records and
returns; or
• certain disclosures of directors' remuneration specified by law are
not made; or
• we have not received all the information and explanations we require
for our audit.
corporate governance statement
We have reviewed the directors' statement in relation to going concern,
longer-term viability and that part of the Corporate Governance Statement
relating to the company's compliance with the provisions of the UK Corporate
Governance Code specified for our review by the Listing Rules.
Based on the work undertaken as part of our audit, we have concluded that each
of the following elements of the Corporate Governance Statement is materially
consistent with the financial statements and our knowledge obtained during the
audit:
• Directors' statement with regards the appropriateness of adopting the
going concern basis of accounting and any material uncertainties identified
set out on page 27;
• Directors' explanation as to their assessment of the company's
prospects, the period this assessment covers and why the period is appropriate
set out on page 21;
• Directors' statement on whether it has a reasonable expectation that
the company will be able to continue in operation and meets its liabilities
set out on page 21;
• Directors' statement on fair, balanced and understandable set out on
page 29;
• Board's confirmation that it has carried out a robust assessment of
the emerging and principal risks set out on page 19;
• Section of the annual report that describes the review of
effectiveness of risk management and internal control systems set out on page
34; and,
• Section describing the work of the audit committee set out on page 31.
responsibilities of directors
As explained more fully in the directors' responsibilities statement set out
on page 28, the directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view, and
for such internal control as the directors determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the company or
to cease operations, or have no realistic alternative but to do so.
auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
the extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities are instances of non-compliance with laws and regulations. The
objectives of our audit are to obtain sufficient appropriate audit evidence
regarding compliance with laws and regulations that have a direct effect on
the determination of material amounts and disclosures in the financial
statements, to perform audit procedures to help identify instances of
non-compliance with other laws and regulations that may have a material effect
on the financial statements, and to respond appropriately to identified or
suspected non-compliance with laws and regulations identified during the
audit.
In relation to fraud, the objectives of our audit are to identify and assess
the risk of material misstatement of the financial statements due to fraud, to
obtain sufficient appropriate audit evidence regarding the assessed risks of
material misstatement due to fraud through designing and implementing
appropriate responses and to respond appropriately to fraud or suspected fraud
identified during the audit.
However, it is the primary responsibility of management, with the oversight of
those charged with governance, to ensure that the entity's operations are
conducted in accordance with the provisions of laws and regulations and for
the prevention and detection of fraud.
In identifying and assessing risks of material misstatement in respect of
irregularities, including fraud, the audit engagement
team:
• obtained an understanding of the nature of the industry and sector,
including the legal and regulatory framework that the company operates in and
how the company is complying with the legal and regulatory framework;
• inquired of management, and those charged with governance, about their
own identification and assessment of the risks of irregularities, including
any known actual, suspected or alleged instances of fraud;
• discussed matters about non-compliance with laws and regulations and
how fraud might occur including assessment of how and where the financial
statements may be susceptible to fraud having obtained an understanding of the
overall control environment.
The most significant laws and regulations were determined as follows:
Legislation/Regulation Additional audit procedures performed by the audit engagement team included:
UK-adopted IAS and Companies Act 2006 Review of the financial statement disclosures and testing to supporting
documentation;
Completion of disclosure checklists to identify areas of non-compliance.
The areas that we identified as being susceptible to material misstatement due
to fraud were:
Risk Audit procedures performed by the audit engagement team:
Management override of controls Testing the appropriateness of journal entries and other adjustments;
Assessing whether the judgements made in making accounting estimates are
indicative of a potential bias; and
Evaluating the business rationale of any significant transactions that are
unusual or outside the normal course of business.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting
Council's website at: http://www.frc.org.uk/auditorsresponsibilities.
(http://www.frc.org.uk/auditorsresponsibilities) This description forms part
of our auditor's report.
other matters which we are required to address
Following the recommendation of the audit committee, we were appointed by the
Directors on 28 February 2020 to audit the
financial statements for the year ended 31 January 2020 and subsequent
financial periods.
The period of total uninterrupted consecutive appointment is 7 years, covering
the years ending 31 January 2020 to 2026. The non-audit services prohibited by
the FRC's Ethical Standard were not provided to the company and we remain
independent of the company in conducting our audit.
Our audit opinion is consistent with the additional report to the audit
committee in accordance with ISAs (UK).
use of our report
This report is made solely to the company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company's members those matters we
are required to state to them in an auditor's report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company and the company's members as a
body, for our audit work, for this report, or for the opinions we have formed.
As required by the Financial Conduct Authority (FCA) Disclosure Guidance and
Transparency Rules, these financial statements will form part of the Annual
Financial Report prepared in Extensible Hypertext Markup Language (XHTML)
format and filed on the National Storage Mechanism of the UK FCA. This
auditor's report provides no assurance over whether the annual financial
report has been prepared in XHTML format.
Andrew Allchin (Senior Statutory Auditor)
For and on behalf of RSM UK Audit LLP, Statutory Auditor
Chartered Accountants 25 Farringdon Street London
EC4A 4AB
28 April 2026
statement of comprehensive income for the year ended 31 January
2026 2025
Revenue Capital Total Revenue Capital Total
Notes £'000 £'000 £'000 £'000 £'000 £'000
Income 2 22,066 - 22,066 23,655 - 23,655
Net gains on investments at fair value 8 - 18,040 18,040 - 26,724 26,724
Currency (losses)/gains 8 - (317) (317) - 154 154
total income 22,066 17,723 39,789 23,655 26,878 50,533
Expenses
Investment management fee 3 (7,589) (555) (8,144) (7,258) - (7,258)
Other expenses 4 (2,313) (17) (2,330) (1,344) - (1,344)
return before finance costs and taxation 12,164 17,151 29,315 15,053 26,878 41,931
Finance costs (2) - (2) - - -
return before taxation 12,162 17,151 29,313 15,053 26,878 41,931
Taxation 6 (12) - (12) (11) - (11)
return for the year 12,150 17,151 29,301 15,042 26,878 41,920
basic and diluted earnings per ordinary share* 7 9.24 13.04 22.28 11.29 20.18 31.47
The total column of the statement is the Statement of Comprehensive Income of
the Company, prepared in accordance with UK-adopted International Accounting
Standards. The supplementary revenue and capital columns are presented in
accordance with the Statement of Recommended Practice issued by the
Association of Investment Companies ("AIC SORP").
All items in the above Statement derive from continuing operations. No
operations were acquired or discontinued in the year. There is no other
comprehensive income, and therefore the return for the year is also the
comprehensive income.
The notes on pages 53 to 80 form part of these financial statements.
* In accordance with IAS 33 'Earnings per Share', the comparative return per
Ordinary Share figures have been restated using the new number of shares in
issue following the ten for one share split. For weighted average purposes,
the share split has been treated as happening on the first day of the
accounting period. See note 7 for further details.
statement of changes in equity for the year ended 31 January
Capital redemption
reserve
Share £'000 Share Capital Revenue
capital premium reserve reserve
£'000 £'000 £'000 £'000
Total
£'000
2026
31 January 661 209 1,301 687,595 23,738 713,504
2025
Total comprehensive income for the - - - 17,151 12,150 29,301
year
Dividend - - - - (11,628) (11,628)
Shares purchased for (9) 9 - (6,372) - (6,372)
cancellation
31 January 2026 652 218 1,301 698,374 24,260 724,805
Total
Capital redemption £'000
reserve
£'000 Share Capital Revenue
premium reserve reserve
£'000 £'000 £'000
Share
capital
£'000
2025
31 January 2024 673 197 1,301 670,168 17,891 690,230
Total comprehensive income for the year - - - 26,878 15,042 41,920
Dividend - - - - (9,195) (9,195)
Shares purchased for cancellation (12) 12 - (9,451) - (9,451)
31 January 2025 661 209 1,301 687,595 23,738 713,504
The notes on pages 53 to 80 form part of these financial statements.
balance sheet as at 31 January
2026 2025
£'000 £'000
Notes
non current assets
Investments at fair value through profit or loss 8 694,213 695,418
694,213 695,418
current assets
Trade and other receivables 9 8,731 6,365
Cash and cash equivalents 23,178 17,310
31,909 23,675
total assets 726,122 719,093
current liabilities
Trade and other payables 10 (1,317) (5,589)
total liabilities (1,317) (5,589)
total assets less current liabilities 724,805 713,504
net assets 724,805 713,504
represented by:
Share capital 11 652 661
Capital redemption reserve 218 209
Share premium account 1,301 1,301
Capital reserve 698,374 687,595
Revenue reserve 24,260 23,738
total equity attributable to equity holders of the company 724,805 713,504
net asset value per ordinary share:
Basic and Diluted* 7 555.4p 539.7p
* Figures for January 2025 restated for a 10 for 1 share split.
The notes on pages 53 to 80 form part of these financial statements.
These financial statements were approved and authorised for issue by the Board
of Directors on 28 April 2026 and signed on
its behalf by:
Sir Charles Wake, Chairman
Company Registered Number:
1091347
cash flow statement
for the year ended 31 January
2026 2025
Notes £'000 £'000
cash flows from operating activities
Investment income received 19,101 17,545
Deposit interest received 13 897
Interest received from money market funds 416 474
Investment Manager's fees paid (7,605) (7,265)
Other cash payments (1,461) (1,469)
cash generated from operations 12 10,464 10,182
Taxation paid (12) (11)
net cash inflow from operating activities 10,452 10,171
cash flows from investing activities
Purchases of investments (239,987) (389,154)
Sales of investments 253,813 405,276
net cash inflow from investing activities 13,826 16,122
cash flows from financing activities
Dividend paid (11,628) (9,195)
Repurchase of Ordinary Shares for cancellation (6,372) (9,451)
net cash outflow from financing activities (18,000) (18,646)
increase in cash and cash equivalents for the year 6,278 7,647
cash and cash equivalents at the start of the year 17,310 9,203
Revaluation of foreign currency balances (410) 460
cash and cash equivalents at the end of the year 23,178 17,310
The notes on pages 53 to 80 form part of these financial statements.
notes to the financial statements
1 accounting policies
NASCIT is a listed public company incorporated and registered in England and
Wales. The registered office of the Company is 6 Stratton Street, Mayfair,
London W1J 8LD. The principal activity of the Company is that of an investment
trust company within the meaning of sections 1158/1159 of the Corporation Tax
Act 2010 and its investment approach is detailed in the
Strategic Report.
a) basis of preparation
The financial statements of the Company have been prepared in accordance with
UK-adopted International Accounting Standards. The annual financial statements
have also been prepared in accordance with the AIC SORP for the financial
statements of investment trust companies and venture capital trusts, except to
any extent where it is not consistent with the requirements of UK-adopted
International Accounting Standards.
The functional currency of the Company is Pounds Sterling because this is the
currency of the primary economic environment in which the Company operates.
The financial statements are also presented in Pounds Sterling rounded to the
nearest thousand, except where otherwise indicated.
b) going concern
The financial statements have been prepared on a going concern basis and on
the basis that approval as an investment trust
company will continue to be met.
The Directors have made an assessment of the Company's ability to continue as
a going concern and are satisfied that the Company has adequate resources to
continue in operational existence for a period of at least 12 months from the
date when these financial statements were approved.
The Directors are of the view that the Company can meet its obligations as and
when they fall due. The cash and US treasury bills available enables the
Company to meet any funding requirements and finance future additional
investments. The Company is a closed-end fund, where assets are not required
to be liquidated to meet day-to-day redemptions.
c) segmental reporting
The Directors are of the opinion that the Company is engaged in a single
segment of business, being investment business.
The Company invests in small companies principally based in countries
bordering the North Atlantic Ocean.
d) accounting developments
There are no standards or amendments not yet effective which have a material
impact on the Company. The Company has applied the following amendment during
the current year:
In August 2023 the IASB issued Amendments to IAS 21 The Effects of Changes in
Foreign Exchange Rates that contained guidance to specify when a currency is
exchangeable and how to determine the exchange rate when it is not. The
amendments are effective for annual reporting periods beginning on or after 1
January 2025. The amendments have not had a material impact on the Company's
Financial Statements.
In April 2024 the IASB issued IFRS 18 Presentation and Disclosure in Financial
Statements which changes the structure of the profit or loss statement,
requires disclosure of management-defined performance measures and enhances
principles on aggregation and disaggregation for the financial statements and
notes. It is effective for annual reporting periods beginning on or after 1
January 2027. The Company is still assessing the impact of IFRS 18. The
presentation of the Statement of Comprehensive Income will change but the
measurement and valuation of balances will not be impacted.
In May 2024 the IASB issued Amendments to IFRS 9 Financial Instruments and
IFRS 7 Financial Instruments: Disclosures regarding the classification and
measurement of financial instruments. It is effective for annual reporting
periods beginning on or after 1 January 2026. The amendments are not expected
to have a material impact on the Company's Financial Statements.
e) critical accounting judgements and key sources of estimation uncertainty
The preparation of financial statements in accordance with UK-adopted
International Accounting Standards requires management to make judgements,
estimates and assumptions that affect the application of policies and the
reported amounts in the Balance Sheet, the Income Statement and the disclosure
of contingent assets and liabilities at the date of the financial statements.
The estimates and associated assumptions are based on historical experience
and various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis of making judgements about
carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period, or in the period
of the revision and future period if the revision affects both current and
future periods.
In order to value the unquoted investments, there are a number of valuation
techniques that can be used. Judgement is used to determine the best
methodology to obtain the most accurate valuation. Details of valuation
techniques used and sensitivities are set out in Note 13.
The Board of Directors has assessed the Company as meeting the definition of
an investment entity within IFRS 10 Consolidated Financial Statements
requirements. The Company measures the subsidiaries at fair value through
profit or loss rather than consolidate the entities. The details are set out
in Note 8. Except as set out above, there were no accounting estimates or
significant judgements in the current period that have had a
material impact upon the financial statements.
f) investments
All investments are designated upon initial recognition as held at fair value
through profit or loss, and are measured at subsequent reporting dates at fair
value. Quoted investments are valued using closing traded price for Stock
Exchange Electronic Trading Service ('SETS') shares and bid price for other
quoted shares.
The Company derecognises a financial asset only when the contractual rights to
the cash flows from the asset expire, or when it transfers the financial asset
and substantially all the risks and rewards of ownership of the asset to
another entity. On derecognition of a financial asset, the difference between
the asset's carrying amount and the sum of consideration received and
receivable and the cumulative gain or loss that had been accumulated is
recognised in profit or loss.
Fair values for unquoted investments, or investments for which the market is
inactive, are established by using various valuation techniques in accordance
with the International Private Equity and Venture Capital Valuation (the
"IPEV") guidelines. These may include recent arm's length market transactions,
the current fair value of another instrument which is substantially the same,
discounted cash flow analysis and option pricing models. Where there is a
valuation technique commonly used by market participants to price the
instrument and that technique has been demonstrated to provide reliable
estimates of prices obtained in actual market transactions, that technique is
utilised.
Gains and losses arising from changes in fair value are included in the total
return as a capital item. Also included within this heading are transaction
costs in relation to the purchase or sale of investments. When a sale or
purchase is made under a contract, the terms of which require delivery within
the timeframe of the relevant market, the investments concerned are recognised
or derecognised on the trade date.
All investments for which a fair value is measured or disclosed in the
financial statements are categorised within the fair value
hierarchy levels set out in Note 13.
g) foreign currency translation
Transactions in currencies other than Pounds Sterling are recorded at the
rates of exchange prevailing on the date of the transaction. Items that are
denominated in foreign currencies are retranslated at the rates prevailing on
the Balance Sheet date. Any gain or loss arising from a change in exchange
rate subsequent to the date of the transaction is included as an exchange gain
or loss in the capital reserve or the revenue account depending on whether the
gain or loss is capital or revenue in nature.
h) cash and cash equivalents
Cash comprises cash in hand, overdrafts and demand deposits. Cash equivalents
are short-term, highly liquid investments that are readily convertible to
known amounts of cash and which are subject to insignificant risk of changes
in value.
For the purpose of the Cash Flow Statement, cash and cash equivalents consist
of cash and cash equivalents as defined above, net of outstanding bank
overdrafts when applicable.
i) other receivables and payables
Trade receivables and trade payables are measured at amortised cost and
balances revalued for exchange rate movement.
j) income
Dividends receivable on quoted equity shares are taken to revenue on an
ex-dividend basis. Dividends receivable on equity shares where no ex-dividend
date is quoted are brought into account when the Company's right to receive
payment is established. Fixed returns on non-equity shares are recognised on a
time-apportioned basis. Dividends from overseas companies are shown gross of
any withholding taxes which are disclosed separately in the Statement of
Comprehensive Income.
Special dividends are taken to the revenue or capital account depending on
their nature. In deciding whether a dividend should be regarded as capital or
revenue receipt, the Board reviews all relevant information as to the sources
of the dividend on a case-by-case basis.
When the Company has elected to receive scrip dividends in the form of
additional shares rather than in cash, the amount of the cash dividend
foregone is recognised as income. Any excess in the value of the cash dividend
is recognised in the capital column.
k) expenses and finance costs
All expenses are accounted on an accruals basis and are allocated wholly to
revenue with the exception of the Performance Fees which are allocated wholly
to capital, as the fee payable by reference to the capital performance of the
Company.
Expenses incurred in shares purchased for cancellation are charged to the
capital reserve through the Statement of Changes in Equity.
l) taxation
The charge for taxation is based on the net revenue for the year and takes
into account taxation deferred or accelerated because of temporary differences
between the treatment of certain items for accounting and taxation purposes.
Deferred tax is provided using the liability method on temporary differences
between the tax bases of assets and liabilities and their carrying amount for
financial reporting purposes at the reporting date. Deferred tax assets are
only recognised if it is considered more likely than not that there will be
suitable profits from which the future reversal of timing differences can be
deducted. In line with recommendations of the SORP, the allocation method used
to calculate the tax relief expenses charged to capital is the 'marginal'
basis. Under this basis, if taxable income is capable of being offset entirely
by expenses charged through the revenue account, then no tax relief is
transferred to the capital account.
m) dividends payable to shareholders
Dividends to shareholders are recognised as a liability when paid for interim
dividends or approved at general meetings for final dividends, and are taken
to the Statement of Changes in Equity. Dividends declared and approved by the
Company after the Balance Sheet date have not been recognised as a liability
of the Company at the Balance Sheet date.
n) share capital and reserves
Share Capital: Represents the nominal value of equity shares.
Capital Redemption Reserve: The amount by which the share capital has been
reduced, equivalent to the nominal value of the
Ordinary Shares repurchased for cancellation.
Share Premium: The account is a non-distributable reserve which represents the
accumulated premium paid for shares issued in previous periods above their
nominal value less issue expenses.
Capital Reserve: The following items are taken to this reserve:
• realised and unrealised capital and exchange gains and losses on the
disposal and revaluation of investments and of foreign currency items;
• performance fee costs;
• Ordinary Shares repurchased for cancellation and
• exchange differences of a capital nature.
This is a non-distributable reserve.
Revenue Reserves: Represents the surplus of accumulated revenue profits being
the excess of income derived from holding investments less the costs
associated with running the Company. This reserve may be distributed by way of
dividends.
2 income
2026 2025
£'000 £'000
income from investments
Dividend income 14,771 12,842
Interest 6,359 9,240
Other investment income 522 171
21,652 22,253
other income
Interest receivable 14 897
Interest from money market funds 400 505
414 1,402
Total income 22,066 23,655
total income comprises
Dividends 14,771 12,842
Interest 6,773 10,642
Other investment income 522 171
22,066 23,655
income from investments
Listed UK 11,413 9,879
Other listed 3,358 2,963
Unquoted UK 377 619
Other unquoted 6,504 8,792
21,652 22,253
3 investment management fee
(i) Pursuant to the Secondment Services Agreement, described in the Report
of the Directors on page 26 and the Directors' Remuneration Report on page 36,
GFS provides the services of Christopher Mills as Chief Executive of the
Company, who is responsible for day-to-day investment decisions. Christopher
Mills is a director of GFS. GFS is entitled to receive part of the investment
management and related fees payable to GFS and NAIS as may be agreed between
them from time to time.
(ii) Pursuant to the terms of the Sub Advisory, Administration and
Transmission Services Agreement, described on page 25 of the Report of the
Directors, NAIS is entitled to receive a fee (the Annual Fee) in respect of
each financial period equal to the difference between (a) 1% of shareholders'
Funds (as defined) on 31 January each year and (b) the amount payable to GFS
referred to in note 3(i) above. This fee is payable quarterly in advance.
As set out in note 14, no formal arrangements exist to avoid double charging
on investments managed or advised by the Chief Executive or NAIS.
(iii) The Performance Fee, calculated annually to 31 January, is only payable
if the investment portfolio, including Oryx at the adjusted price, outperforms
the Sterling adjusted Standard & Poors' 500 Composite Index. It is
calculated as 10% of the outperformance and paid as a percentage of
shareholders' Funds. It is limited to a maximum payment of 0.5% of
shareholders' Funds. The Performance Fee arrangements payable to GFS have been
in place since 1984 when they were approved by shareholders.
The amounts payable in the year in respect of investment management are as
follows:
2026 2025
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Annual fee payable to NAIS 4,553 - 4,553 4,355 - 4,355
Annual fee payable to GFS 3,036 - 3,036 2,903 - 2,903
Performance fee - 526 526 - - -
Irrecoverable VAT thereon* - 29 29 - - -
7,589 555 8,144 7,258 - 7,258
At 31 January 2026, £379,000 was payable to NAIS in respect of outstanding
management fees (2025: £363,000). At 31 January 2026, there was £526,000
payable to GFS in respect of outstanding performance fees (2025: £nil).
* 28% irrecoverable VAT (2025: n/a) based on rates per latest VAT return
information.
4 other expenses
2026 2025
£'000 £'000
Auditor's remuneration - audit - RSM UK Audit LLP 90 86
- Other audit services* 10 5
Directors' fees (see page 38) 218 218
Administration fee** 428 396
Legal and Professional fees 57 70
Registrar's fees 63 63
Stock Exchange related fees 83 82
Irrecoverable VAT 148 151
Depositary fees 90 90
Custody fees 40 38
Directors' insurance 32 34
Prior year interest impaired 835 -
Other expenses 219 111
2,313 1,344
* Other audit services relates to £5,000 (2025: nil) for the Client Assets
Sourcebook (CASS) rules limited assurance report, and £5,000 (2025: £5,000)
for the audit of NASCIT's subsidiary, Consolidated Venture Finance Limited.
** Included within the administration fee are amounts of £295,000 (2025:
£268,000) due to companies ultimately controlled by Harwood Capital
Management Ltd.
For the year ended 31 January 2026 the company incurred £17,000 of legal fees
relating to the share split, these have been recognised as a capital expense.
5 dividends
2026 2025
£'000 £'000
Dividend for the year ended 31 January 2026 of 8.80 pence per share (2025: 11,628 9,195
6.85p)*
11,628 9,195
* This value is restated from 88.0p (2025: 68.5p) due to the 10 for 1 share
split.
Subsequent to the year end, the Directors have declared an interim dividend
totalling £9.1m (2025: £11.6m) from the revenue reserves, in respect of the
year ended 31 January 2026 of 7.0p per share (2025: 8.80p), payable 2 April
2026 to shareholders of ordinary shares on the Company's register at the close
of business on 27 February 2026. The 2025 dividend value is restated from
88.0p due to the 10 for 1 share split.
6 taxation
2026 2025
£'000 £'000
Withholding tax 12 11
12 11
The current taxation charge for the year is lower than the standard rate of
Corporation Tax in the UK of 25% (2025: 25%). The differences are explained
below.
2026 2025
£'000 £'000
Total return before taxation 29,313 41,931
Theoretical tax at UK Corporation tax rate of 25% (2025: 25%) 7,328 10,483
Effects of:
Non taxable capital return (4,431) (6,720)
UK and overseas dividends which are not taxable (3,497) (3,120)
Withholding tax 12 11
Increase in tax losses, disallowable expenses and excess management expenses 600 (643)
actual current tax charge 12 11
Factors that may affect future tax charges:
As at 31 January 2026, the company had tax losses of £78,483,000 (2025:
£76,498,000) that are available to offset against future taxable revenue,
comprising excess management expenses of £73,441,000 and a non-trade loan
relationship deficit of
£5,041,000 (2025: excess management expenses of £71,126,000 and a non-trade
loan relationship deficit of £5,372,000). A deferred tax asset has not been
recognised in respect of those losses as the company is not expected to
generate taxable income in the future in excess of the deductible expenses of
future periods and, accordingly, it is unlikely that the company will be able
to reduce future tax liabilities through the use of those losses.
The Company is exempt from corporation tax on capital gains provided it
maintains its status as an investment trust under Chapter 4 of Part 24 of the
Corporation Tax Act 2010. Due to the Company's intention to continue to meet
the conditions required to maintain its investment trust status, it has not
provided for deferred tax on any capital gains or losses arising on the
revaluation or disposal of investments.
7 return per ordinary share and net asset value per ordinary share
a) return per ordinary share:
Revenue Capital Total
Net Per Net Per Net Per
return Ordinary Share return Ordinary Share return Ordinary Share
£'000 Shares pence £'000 Shares pence £'000 Shares pence
2026
Basic and diluted return
per Share 12,150 131,499,146 9.24 17,151 131,499,146 13.04 29,301 131,499,146 22.28
Revenue Capital Total
Net Per Net Per Net Per
return Ordinary Share return Ordinary Share return Ordinary Share
£'000 Shares pence £'000 Shares pence £'000 Shares pence
2025
Basic and diluted return
per Share 15,042 133,221,580* 11.29* 26,878 133,221,580* 20.18* 41,920 133,221,580* 31.47*
Return per Ordinary Share has been calculated using the weighted average
number of Ordinary Shares in issue during the year.
* Figures for January 2025 restated for a 10 for 1 share split.
b) net asset value per ordinary share:
The net asset value per Ordinary Share calculated in accordance with the
Articles of Association is as follows:
Net assets Number of Ordinary Shares Net asset
£'000
value per Share
2026
Ordinary Shares - Basic and diluted 724,805 130,500,000 555.4p
Ordinary Shares* - Basic and diluted 771,905 130,500,000 591.5p
Net assets Number of Ordinary Shares Net asset
£'000
value per Share
2025
Ordinary Shares - Basic and diluted 713,504 132,200,000** 539.7p**
Ordinary Shares* - Basic and diluted 758,879 132,200,000** 574.0p**
* Adjusted for Oryx using equity accounting.
** Figures for January 2025 restated for a 10 for 1 share split.
There is no dilutive effect for 31 January 2026 or 31 January 2025.
The Company has also reported an adjusted net asset value per share, in
accordance with its previous method of valuing its investment in Oryx. The
Company has chosen to report this net asset value per share to show the
difference derived if equity accounting was used. Equity accounting permits
the use of net asset value pricing for listed assets, which in the case of
Oryx, is higher than its fair value.
The values of Oryx, as at each year end, are as follows:
2026 2025
£'000 £'000
Oryx at fair value (traded price) using IFRS 10 93,750 81,750
Oryx value using equity accounting 140,850 127,125
Increase in net assets using equity accounting 47,100 45,375
8 investments at fair value through profit or loss
a) investments at fair value through profit or loss
2026 2025
£'000 £'000
Quoted at fair value:
United Kingdom 491,427 446,419
Overseas 6,683 6,729
Total quoted investments 498,110 453,148
Treasury bills at fair value 20,961 66,445
Unlisted and loan stock at fair value 175,142 175,825
investments at fair value through profit or loss 694,213 695,418
2026 Quoted Unquoted Loan Treasury Total
equities equities stocks Bills £'000
£'000 £'000 £'000 £'000
analysis of investment portfolio movements
Opening bookcost as at 1 February 2025 297,365 76,887 50,164 66,147 490,563
Opening unrealised appreciation/(depreciation) 155,783 49,093 (319) 298 204,855
opening fair value as at 1 February 2025 453,148 125,980 49,845 66,445 695,418
Movements in year:
Transfer - at cost (16,620) 16,620 - - -
- unrealised depreciation at date of transfer 9,692 (9,692) - - -
Purchases at cost 73,204 13,543 11,444 136,909 235,100
Sales - proceeds (58,380) (3,798) (14,226) (177,941) (254,345)
- realised gains/(losses) on sales 11,654 12 (10) (3,787) 7,869
Increase/(decrease) in appreciation on assets held 25,412 (5,578) (8,998) (665) 10,171
closing fair value as at 31 January 2026 498,110 137,087 38,055 20,961 694,213
Closing bookcost as at 31 January 2026 307,223 103,264 47,372 21,328 479,187
Closing appreciation/(depreciation) 190,887 33,823 (9,317) (367) 215,026
498,110 137,087 38,055 20,961 694,213
2025 Quoted Unquoted Loan Treasury Total
equities equities stocks Bills £'000
£'000 £'000 £'000 £'000
analysis of investment portfolio movements
Opening bookcost as at 1 February 2024 316,671 59,146 32,840 60,341 468,998
Opening unrealised appreciation/(depreciation) 97,403 46,768 (1,160) 416 143,427
opening fair value as at 1 February 2024 414,074 105,914 31,680 60,757 612,425
Movements in year:
Purchases at cost 53,697 25,123 21,560 319,742 420,122
Sales - proceeds (25,367) (18,728) (4,367) (315,391) (363,853)
- realised (losses)/gains on sales (47,636) 11,346 131 1,455 (34,704)
Increase/(decrease) in appreciation on assets held 58,380 2,325 841 (118) 61,428
closing fair value as at 31 January 2025 453,148 125,980 49,845 66,445 695,418
Closing bookcost as at 31 January 2025 297,365 76,887 50,164 66,147 490,563
Closing appreciation/(depreciation) 155,783 49,093 (319) 298 204,855
453,148 125,980 49,845 66,445 695,418
2026 2025
£'000 £'000
analysis of capital gains and losses
Gains/(losses) on sales 7,869 (34,704)
Unrealised gains 10,171 61,428
gains on investments at fair value 18,040 26,724
2026 2025
£'000 £'000
Exchange gains/(losses) on capital items 93 (306)
Exchange (losses)/gain on currency (410) 460
exchange (losses)/gains (317) 154
2026 2025
£'000 £'000
portfolio analysis
Equity shares 621,129 563,595
Preference securities 14,068 15,533
Fixed interest/Loan note securities 38,055 49,845
Treasury Bills 20,961 66,445
694,213 695,418
b) subsidiary undertakings
At 31 January 2026 the Company has the following Subsidiaries which were
active during the year:
Subsidiary Principal activity Equity held Country of registration
Consolidated Venture Finance Limited Investment entity 100% England and Wales
Hampton Investment Properties Limited Property investment 84.22% England and Wales
Oryx International Growth Fund Limited Investment company 53.57% Guernsey
assessment as an investment entity
Entities that meet the definition of an investment entity within IFRS 10
Consolidated Financial Statements, are required to measure their subsidiaries
at fair value through profit or loss rather than consolidate the entities. The
criteria which define an investment entity are as follows:
· an entity that obtains funds from one or more investors for the
purpose of providing those investors with investment services;
· an entity that commits to its investors that its business purpose
is to invest funds solely for returns from capital appreciation, investment
income or both; and
· an entity that measures and evaluates the performance of
substantially all of its investments on a fair value basis.
The Board concluded that the Company continues to meet the characteristics of
an investment entity in that it has more than one investment, it has ownership
interests in the form of equity and similar interests, it has more than one
investor and its investors are not related parties other than those disclosed
in note 14.
c) significant holdings
At the year-end, the Company held 20% or over of the following entities:
Country of incorporation Year end Capital and reserves £'000 Profit/ Company holding Company
and registration
(loss) for
31 January 2026
the last
% holding
financial year
31 January 2025
£'000
%
Consolidated Venture Finance Limited England and Wales 31 January 2025 (824) (84) 100.00 100.00
6 Stratton Street, Mayfair, London W1J 8LD
Crest Foods Co, Inc United States of America 31 July 2025 (11,200) 1,479 32.11 32.11
502 Brown Avenue, Ashton, IL 61006
EKF Diagnostics Holdings Plc England and Wales 31 December 2025 70,280 2,402 21.20 21.20
Avon House, 19 Stanwell Road, Penarth, Cardiff CF64 2EZ
Frenkel Topping Group Plc England and Wales 31 December 2024 42,251 3,061 29.96 29.96
Frenkel House 15 Carolina Way, Salford, Manchester M50 2ZY
Hampton Investment Properties England and Wales 31 December 2024 12,038 (4) 84.22 84.22
6 Stratton Street, Mayfair, London W1J 8LD
Hargreaves Services Plc England and Wales 31 May 2025 194,484 14,740 20.12 20.17
West Terrace, Esh Winning, Durham DH7 9PT
Harwood Private Capital UK LP England and Wales 31 March 2025 58,838 6,444 28.57 28.57
6 Stratton Street, Mayfair, London W1J 8LD
Harwood Private Equity Fund IV LP England and Wales 31 December 2025 57,965 (196) 26.28 26.28
6 Stratton Street, Mayfair, London W1J 8LD
Harwood Private Equity Fund V LP England and Wales 31 December 2025 142,970 627 25.00 25.00
6 Stratton Street, Mayfair, London W1J 8LD
Harwood Private Equity Fund VI LP England and Wales 31 December 2025 15,647 (173) 45.60 N/A
6 Stratton Street, Mayfair, London W1J 8LD
Oryx International Growth Fund Limited Guernsey 31 March 2025 226,081 (5,584) 53.57 53.57
BNP Paribas House, St Julian's Avenue
St Peter Port, Guernsey GY1 1WA
Trident Private Equity Fund III LP England and Wales 31 December 2024 1,109 (75) 38.76 38.76
6 Stratton Street, Mayfair, London W1J 8LD
All the investments detailed above have not been consolidated into the
financial statements due to the Company meeting the definition of an
investment entity under IFRS 10 and therefore these investments are included
at fair value through profit and loss.
At the year end, the Company held over 3% of the shares in the following
listed companies which were considered to be
material:
2026 2025
% %
Oryx International Growth Fund Limited 53.57 53.57
Frenkel Topping Group Plc 29.96 29.96
EKF Diagnostics Holdings Plc 21.23 21.16
Hargreaves Services Plc 20.12 20.17
River Global Plc 16.07 -
Odyssean Investment Trust Plc 11.62 12.02
Fevara Plc 11.35 10.91
Real Estate Investors Plc 10.01 10.01
Animalcare Group Plc 8.69 -
MJ Gleeson Plc 8.56 8.56
Niox Group Plc 8.37 8.79
Verici DX Limited 8.13 9.48
Restore Plc 6.64 4.56
Palace Capital Plc 6.35 6.47
Mountain Comm Bancorp 6.11 6.12
Polar Capital Holdings Plc 4.93 6.89
Redcentric Plc 4.83 4.86
Paypoint Plc 4.83 -
Conduit Holdings Limited 3.71 3.04
Pinewood Technologies Group Plc 3.48 4.49
d) investments in US treasury bills
At 31 January 2026, the Company held US Treasury Bills with a market value of
£20,961,000 (2025: £66,445,000).
e) transaction costs
During the year, the Company incurred total transaction costs of £359,000
(2025: £230,000) comprising £298,000 (2025:
£225,000) and £61,000 (2025: £5,000) on purchases and sales of investments
respectively. These amounts are included in net gains/(losses) on investments
as disclosed in the Statement of Comprehensive Income.
f) commitment
At 31 January 2026 NASCIT had undrawn capital commitments to invest £42.5
million (2025: £50.0 million) in Harwood Private Equity VI LP and no undrawn
capital commitments (2025 £5.7 million) to invest in Harwood Private Capital
U.K. LP.
9 trade and other receivables
2026 2025
£'000 £'000
Accrued income 6,870 5,170
Amounts due from brokers 625 -
Prepayments and other receivables 1,007 1,011
Recoverable withholding tax 229 184
8,731 6,365
10 trade and other payables
2026 2025
£'000 £'000
Investment Manager's fees 379 363
Performance fees (including VAT) 631 -
Amounts due to brokers - 4,887
Other payables and accruals 307 339
1,317 5,589
11 share capital
2026 2026 2025 2025
Number £'000 Number £'000
allotted, called up and fully paid:
Ordinary Shares of 5p:
Balance at beginning of year 13,220,000 661 13,461,575 673
Cancellation of shares (prior to share split) (33,751) (2) (241,575) (12)
Shares added due to share split 118,676,241 - - -
Cancellation of shares (post share split) (1,362,490) (7) - -
Balance of 0.5p shares (2025: 5p) at end of year 130,500,000 652 13,220,000 661
Since 31 January 2026, 1,400,000 Ordinary Shares have been purchased by the
Company for cancellation for total consideration of £4,973,000. As at the
date of this report, the Company's issued share capital consists of
129,100,000 Ordinary Shares of 0.5p nominal value each.
12 reconciliation of total return before taxation to cash received from
operations
2026 2025
£'000 £'000
Total return before taxation 29,313 41,931
Gains on investments and currency (17,723) (26,878)
Income reinvested - (3,275)
Increase in trade and other receivables (1,741) (1,628)
Increase in trade and other payables 615 32
Cash generated from operations 10,464 10,182
13 financial instruments and risk profile
The Company's financial risk management objectives, policies and strategy can
be found in the Strategic Report on pages 2 to 23.
The Company's financial instruments comprise its investment portfolio, cash
balances, receivables and payables that arise directly from its operations.
Investments are stated at fair value through profit and loss. All other
financial assets and all financial liabilities are stated at amortised cost
with the balance sheet values a reasonable approximation to fair value.
The main risks arising from the Company's financial instruments are:
(i) market price risk, including currency risk, interest rate risk and
other price risk;
(ii) liquidity risk; and
(iii) credit risk
The Board and Manager consider and review the risks inherent in managing the
Company's assets which are detailed below.
(i) market price risk
The fair value or future cash flows of a financial instrument held by the
Company may fluctuate because of changes in market prices. This market risk
comprises currency risk, interest rate risk and other price risk. The Board of
Directors review and agree policies for managing these risks through detail
and continuing analysis. The Manager assesses the exposure to market risk when
making each investment decision and monitor the overall level of market risk
on the whole of the investment portfolio on an ongoing basis.
currency risk
The Company's total return and net assets can be materially affected by
currency translation movements as a significant proportion of the Company's
assets are denominated in currencies other than Sterling, which is the
Company's functional currency. It is not the Company's policy to hedge this
risk on a continuing basis but the Company may, from time to time, match
specific overseas investment with foreign currency borrowings. The Manager
seeks, when deemed appropriate, to manage exposure to currency movements on
borrowings by using forward foreign currency contracts as a hedge against
potential foreign currency movements. At 31 January 2026, the Company had no
open forward currency contracts (2025: none).
The revenue account is subject to currency fluctuation arising on overseas
income. The Company does not hedge this currency risk.
Foreign currency exposure by currency of denomination:
31 January 2026 31 January 2025
Overseas Net monetary Total currency Overseas Net monetary Total currency
US Dollar Investments Assets Exposure Investments Assets Exposure
£0'000 £0'000 £'000 £0'000 £0'000 £'000
95,077 3,159 98,236 145,506 3,229 148,735
95,077 3,159 98,236 145,506 3,229 148,735
Sensitivity analysis is based on the Company's monetary foreign currency
exposure at each balance sheet date. If Sterling had moved by 10% against the
US Dollar, with all other variables constant, net assets would have moved by
the amounts shown below. The analysis is shown on the same basis for 2025.
31 January 2026 31 January 2025
10% Weakening 10% Strengthening 10% Weakening 10% Strengthening
US Dollar £0'000 £'000 £0'000 £'000
10,915 (8,931) 16,526 (13,521)
10,915 (8,931) 16,526 (13,521)
In the opinion of the Directors, the above sensitivity analyses are not
representative of the year as a whole, since the level of exposure changes
frequently as part of the currency risk management process used to meet the
Company's objectives.
interest rate risk
Interest rate movements may affect;
• the fair value of the investments in fixed interest rate securities
(including unquoted loans); or
• the level of income receivable on cash deposits;
The possible effects on fair value and cash flows that could arise as a result
of changes in interest rates are taken into account when making investment
decisions.
The Board reviews on a regular basis the values of the fixed interest rate
securities and the unquoted loans to companies in which private equity
investment is made.
Movements in interest rates would not significantly affect net assets
attributable to the Company's shareholders and total profit.
other price risk
Other price risks (i.e. changes in market prices other than those arising from
currency risk or interest rate risk) may affect the value of the quoted and
unquoted investments.
The Company's exposure to price risk comprises mainly movements in the value
of the Company's investments. As at the year-end, the spread of the Company's
investment portfolio analysed by sector was as set out on page 8.
The Board of Directors manages the market price risks inherent in the
investment portfolios by ensuring full and timely access to relevant
investment information from the Manager. The Board meets regularly and at each
meeting reviews investment performance. The Board monitors the Manager's
compliance with the Company's objectives and is directly responsible for
investment strategy and asset allocation.
The Company's exposure to other changes in market prices at 31 January 2026 on
its quoted and unquoted investments and options on investments was as follows:
2026 2025
£'000 £'000
Financial assets at fair value through profit or loss
- Non current investments at fair value through profit or loss 694,213 695,418
The Directors have determined that the fair value of all loan note instruments
and preferred shares is equal to cost less any
impairment.
As mentioned in the accounting policies note, the Private equity investments
have been valued following the IPEV Valuation Guidelines. The valuation
incorporates all relevant factors that market participants would consider in
setting a price.
Methods applied include cost of investment, price of recent investments, net
assets and earnings multiples. Any valuations in local currency are converted
into sterling at the prevailing exchange rate on the valuation date.
Although the Manager believes that the estimates of fair values are
appropriate, the use of different methodologies or
assumptions could lead to different measurements of fair values.
Subsequent adjustments in price are determined by the Manager's Valuation and
Pricing Committee.
The table below shows how the most significant unquoted investments have been
valued as at 31 January 2026.
2026 Method of fair value valuation 2026 fair 2025 Method of fair 2025 fair
value value valuation value
£'000 £'000
3BL Media USD 13% Loan Notes Fair Market Value 2,746 Cost 6,065
Benchmark Holdings Limited - Ordinary Shares GBP Last traded price 4,500 N/A -
Bigblu Broadband Limited - Ordinary Shares GBP Last traded price 406 N/A -
Bigblu Broadband Limited - 10% Loan Notes GBP Cost 375 N/A -
Coventbridge Group Limited 10% loan USD Cost 5,284 Cost 8,249
Crest Foods Co., Inc. Common Shares USD EBITDA Multiple 15,804 EBITDA Multiple 12,055
Crest Foods Co., Inc. Preference Shares USD Cost 12,858 Cost 14,197
Crest Foods Co., Inc. 14.5% USD Loan Notes Cost 8,018 Cost 8,853
Hampton Investment Properties Ltd GBP Adjusted Net Assets 792 Adjusted Net Assets 792
Harwood Private Capital UK L.P. GBP Net Assets 20,354 Net Assets 12,919
Harwood Private Equity Fund IV LP Net Assets 14,948 Net Assets 19,800
Harwood Private Equity Fund V LP Net Assets 32,265 Net Assets 36,593
Harwood Private Equity Fund VI LP Net Assets 7,500 N/A -
Jaguar Holdings Limited Ordinary Shares - USD EBITDA Multiple 2,187 EBITDA Multiple 2,414
Jaguar Holdings Limited Preference Shares - USD Cost 1,210 Cost 1,336
Oryx International Growth Fund Limited 6% Loan Notes GBP Cost 2,750 Cost 6,000
SMT Corporation 11% USD Loan Notes Cost 14,895 Cost 16,446
SMT Corporation 15% USD Loan Notes Cost 3,644 Cost 1,610
SourceBio International Ordinary Shares GBP EBITDA Multiple 13,200 EBITDA Multiple 9,600
Sportech Limited - Ordinary Shares GBP EBITDA Multiple 3,024 EBITDA Multiple 4,752
Spring Investment LP (Duke Street) GBP Net Assets 6,850 Net Assets 9,968
Trident Private Equity Fund LP3 GBP Net Assets 404 Net Assets 447
WEP FUND II SIMCO Co-Investment USD Net Assets 176 Net Assets 166
174,190 172,262
Other investments 952 3,563
175,142 175,825
the valuation techniques applied are based on the following assumptions:
Unquoted investments are usually valued by reference to the valuation
multiples of similar listed companies or from transactions of similar
businesses. Where appropriate discounts are then applied to those comparable
multiples to reflect difference in size and liquidity. These enterprise values
are then adjusted for net debt to arrive at an equity valuation. Where
companies are in compliance with the loan note terms these loans are generally
held at par plus accrued interest (where applicable) unless the enterprise
value suggests that the debt cannot be recovered.
Further detail on the valuation of significant investments, are detailed
below:
Harwood Private Equity IV LP (HPE4), Harwood Private Equity V LP (HPE5) and
Harwood Private Equity VI LP (HPE6)
Held at net asset value, derived from the audited financial statements of the
Funds as at 31 December 2025, as the underlying investments within HPE4, HPE5
and HPE6 are valued on a fair value basis and adjusted for Fund transactions
between
1 January 2026 to 31 January 2026. As the funds have no debts, a change of 10%
in the underlying assets would have a 10%
impact on the Funds' carrying value.
Harwood Private Capital LP (HPC):
Held at net asset value, derived from the monthly management accounts of the
Fund as at 31 January 2026. HPC invests mainly in debt instruments which
accrue payment in kind and cash interest, and also holds some minority equity
positions which are fair valued. As the Fund has no debts, a change of 10% in
the underlying assets would have a 10% impact on the Funds' carrying value.
SourceBio International - Ordinary Shares
The ordinary shares are valued using an EBITDA multiple of 8.4x (2025: 10.3x)
to calculate an enterprise value. A reduction in the multiple by a factor of
1x would reduce the carrying value of the total investment by £1.56 million,
or 11.86%. An increase in the multiple by a factor of 1x would increase the
value of the total investment by £1.56 million, or 11.86%.
SMT Corporation 11% and 15% USD - Loan Notes
The loan is held at par plus accrued interest. The enterprise value is
calculated using an EBITDA multiple of 12.5x (2025: 12.5x). Neither a
reduction nor an increase in the multiple by a factor of 1x would impact the
carry value of the loan.
CoventBridge Group 10% USD - Loan Notes
The loan is held at par plus accrued interest. The enterprise value is
calculated using an EBITDA multiple of 9.2x (2025: 8.9x). Neither a reduction
nor an increase in the multiple by a factor of 1x would impact the carry value
of the loan.
Spring Investment LP
Held at net asset value derived from the audited financial statements of the
Fund as at 31 December 2025 as the underlying investment is at fair value
using an EBITDA multiple of 7.6x (2025: 7.3x). As the fund has no debt, a
change of 10% in the underlying assets would have a 10% impact on the Fund's
carrying value.
Crest Foods USD - Ordinary Shares, Preference Shares and Loan Notes
The ordinary shares are valued using an EBITDA multiple of 9.9x (2025: 10.0)
to calculate an enterprise value. A reduction in the multiple by a factor of
1x would reduce the carrying value of the total investment by £5.3 million or
25%. An increase in the multiple by factor of 1x would increase the value of
the total investment by £5.3 million or 25%. The loan notes are held at par
plus accrued interest. Neither a reduction nor an increase in the multiple by
a factor of 1x would impact the carrying value of the loan.
The following table illustrates the sensitivity of the profit after taxation
and net assets to an increase or decrease of 10% in the fair values of the
Company's investments. This level of change is considered to be reasonably
possible based on observation of current market conditions. The sensitivity
analysis is based on the Company's equities and equity exposure through
options at each Balance Sheet date, with all other variables held constant.
2026 2025
Increase in Decrease in Increase in Decrease in
fair value fair value fair value fair value
£'000 £'000 £'000 £'000
Increase/(decrease) in net assets
69,421 (69,421) 69,542 (69,542)
(ii) liquidity risk
This is the risk that the Company will encounter difficulty in meeting
obligations associated with financial liabilities.
The Company invests in equities and other investments that are readily
realisable. It also invests in unquoted securities, which are less readily
marketable than equities. These investments are monitored by the Board on
regular basis.
As at 31 January 2026, £20,961,000 (2025: £66,445,000) of the Company's
investments are held in short-term Treasury Bills, which are highly liquid and
could be accessed within one week.
As the Company is a closed-end company, assets do not need to be liquidated to
meet redemptions and sufficient liquidity is
maintained to meet obligations as they fall due.
(iii) credit risk
The Company does not have any significant exposure to credit risk arising from
any one individual party. Credit risk is spread across a number of
counterparties, each having an immaterial effect on the Company's cash flows,
should a default happen. The Company assesses the creditworthiness of its
receivables on an ongoing basis to determine whether there has been a
significant increase in credit risk since initial recognition.
The maximum exposure of the financial assets to credit risk at the Balance
Sheet date was as follows:
2026 2025
£'000 £'000
financial assets
Fixed income securities 38,055 49,845
Preference shares 14,068 15,533
Treasury Bills 20,961 66,445
Accrued income and other receivables 7,495 5,170
Cash and cash equivalents 23,178 17,310
103,757 154,303
The maximum credit exposure of financial assets represents the carrying
amount.
The expected credit loss in respect of receivables is considered to be
immaterial. Receivable balances primarily relate to underlying investment
assets which remain recoverable. Credit risk is managed on an ongoing basis
with reference to the performance and valuation of the underlying assets and
counterparty creditworthiness. While these balances are exposed to
macroeconomic and market conditions over a longer time horizon, based on
historical experience, current asset values, and the absence of significant
indicators of impairment, no material expected credit loss has been
recognised.
commitments giving rise to credit risk
There are no commitments giving rise to credit risk as at 31 January 2026.
fair value of financial assets
The Company measures fair values using the fair value hierarchy that reflects
the significance of the inputs used in making the
measurements of the relevant assets as follows:
• Level 1 - Quoted prices (unadjusted) in active markets
for identical assets or liabilities.
• Level 2 - Inputs other than quoted prices included
within Level 1 that are observable for the asset or liability, either directly
(that is, as prices) or indirectly (that is, derived from prices).
• Level 3 - Inputs for the asset or liability that are
not based on observable market data (unobservable inputs). See note 1f for
details on how the value of level 3 investments are calculated.
The Company's main unobservable inputs are earnings multiples, recent
transactions and net asset basis. The market value would be sensitive to
movements in these unobservable inputs. Movements in these inputs,
individually or in aggregate could have a significant effect on the market
value. The effect of such a change or a reasonable possible alternative would
be difficult to quantify as such data is not available.
The level in the fair value hierarchy within which the fair value measurement
is categorised in its entirety is determined on the basis of the lowest level
input that is significant to the fair value measurement in its entirety. For
this purpose, the significance of an input is assessed against the fair value
measurement in its entirety. If a fair value measurement uses observable
inputs that require significant adjustment based on unobservable inputs, that
measurement is a Level 3 measurement. Assessing the significance of a
particular input to the fair value measurement in its entirety requires
judgement, considering factors specific to the asset or liability.
The Company considers observable data from investments actively traded in
organised financial markets, fair value is generally determined by reference
to Stock Exchange quoted market bid prices at the close of business on the
Balance Sheet date, without adjustment for transaction costs necessary to
realise the asset.
The table below sets out fair value measurements of financial assets in
accordance with the IFRS 13 fair value hierarchy
system:
financial assets at fair value through profit or loss
At 31 January 2026
Total Level 1 Level 2 Level 3
£'000 £'000 £'000 £'000
Equity shares 621,129 498,110 - 123,019
Preference securities 14,068 - - 14,068
Fixed interest/loan note securities 38,055 - - 38,055
Treasury Bills 20,961 20,961 - -
total 694,213 519,071 - 175,142
At 31 January 2025
Total Level 1 Level 2 Level 3
£'000 £'000 £'000 £'000
Equity shares 563,595 453,148 - 110,447
Preference securities 15,533 - - 15,533
Fixed interest/loan note securities 49,845 - - 49,845
Treasury Bills 66,445 66,445 - -
total 695,418 519,593 - 175,825
A reconciliation of fair value measurements in Level 3 is set out below.
level 3 financial assets at fair value through profit or loss
At 31 January 2026
Total Equity investments Preference securities Fixed interest
£'000 £'000 £'000 investments
£'000
Opening fair value 175,825 110,447 15,533 49,845
Purchases 24,987 13,543 - 11,444
Sales (18,024) (3,798) - (14,226)
Transfers 6,928 6,928 - -
Total gains included in gains/(losses) on investments in the
Statement of Comprehensive Income:
- on assets sold 2 12 - (10)
- on assets held at the end of the year (14,576) (4,113) (1,465) (8,998)
closing fair value 175,142 123,019 14,068 38,055
In the year ending 31 January 2026, two investments held, Benchmark Holdings
plc and Bigblu Broadband Plc, previously Level 1, were transferred to Level 3
following their delistings from AIM.
capital management policies and procedures
The Company's capital management objectives are:
- to ensure that the Company will be able to continue as a going concern;
and
- to maximise the income and capital return to its equity shareholders
through an appropriate balance of equity capital and
debt. The policy is that gearing should not exceed 30% of net assets.
The Company's capital at 31 January comprises:
2026 2025
£'000 £'000
debt - -
equity
Equity share capital 652 661
Retained earnings and other reserves 724,153 712,843
724,805 713,504
debt as a % of net assets 0.0% 0.0%
The Board, with the assistance of the Manager monitor and reviews the broad
structure of the Company's capital on an ongoing basis. This review includes:
- the planned level of gearing, which takes account of the Manager's views
on the market;
- the need to buy back equity Shares for cancellation, which takes account
of the difference between the net asset value per
share and the Share price (i.e. the level of share price discount or premium);
- the need for new issues of equity Shares; and
- the extent to which revenue in excess of that which is required to be
distributed should be retained.
capital requirement
The Company's objectives, policies and processes for managing capital are
unchanged from the preceding accounting period.
14 related party transactions
Harwood Capital LLP, Harwood Private Equity LLP and Harwood Capital Management
(Gibraltar) Ltd are regarded as related parties of the Company due to
Christopher Mills, the Company's Chief Executive and Investment Manager
currently being a Director of Harwood Capital Management (Gibraltar) Ltd and a
Member of Harwood Capital LLP until 9 June 2015, and the ultimate beneficial
owner. Harwood Private Equity LLP replaced Harwood Capital LLP as Investment
Manager or Investment Adviser to the Private Equity Funds on 21 December 2022.
Harwood Capital Management (Gibraltar) Ltd acts as Investment Manager or
Investment Adviser to Oryx International Growth Fund Ltd, and Harwood Private
Equity LLP acts as Investment Manager or Investment Adviser of the Private
Equity Funds below, in which the Company has an investment and from which
companies it receives fees or other incentives for its services.
The table below discloses fees paid by Oryx and the Private Equity Funds to
these related parties.
2026 2025
Services £'000 £'000
Oryx International Growth Fund Limited Investment Advisory 2,845 2,818
Trident Private Equity III LP Investment Advisory - -
Harwood Private Equity IV LP Investment Advisory 719 770
Harwood Private Equity V LP Investment Advisory 2,032 3,200
Harwood Private Equity VI LP Investment Advisory 234 -
The amounts payable to the Manager are disclosed in note 3. The relationships
between the Company, its Directors and the
Manager are disclosed in the Report of the Directors on pages 24 to 27.
Christopher Mills is Chief Executive Officer and indirectly a member of
Harwood Capital LLP and Harwood Private Equity LLP. He is also a director of
Oryx. GFS is a wholly-owned subsidiary of Harwood Capital Management Limited,
which is the holding company of the Harwood group of companies and is, in
turn, 100% owned by Christopher Mills. Harwood Capital Management Limited is
also a Designated Member of Harwood Capital LLP and Harwood Private Equity
LLP, the past and current Administrators of the Company.
North Atlantic Investment Services Ltd provides administration services to the
Company (which were previously provided by Harwood Capital LLP under a similar
agreement) for the value £4,553,000 (2025: £4,355,000) At year-end balance
due to the business was £379,000 (2025: £363,000).
Fees from Odyssean Investment Trust Plc and Harwood Private Capital UK LP go
to Odyssean Capital LLP (OCLLP) and Harwood Private Capital LLP (HPCLLP)
respectively. Both OCLLP and HPCLLP are 50:50 JVs between Harwood Capital
Management Ltd and Stuart Widdowson, for OCLLP, and Haseeb Aziz, for HPCLLP.
During the year, a further loan was made to Oryx for £8.75 million. This was
partially repaid in the year and income on the loan was £142,000. The
remaining balance at the year end was £2.75 million, was fully repaid in
February 2026 with interest. In the prior year, a loan was made to Oryx for
£8.0 million. The opening balance this year was £6.0 million. This was fully
repaid and income on the loan was £3,000.
disclosure of interests
Christopher Mills is also a director of the following companies in which the
Company has an investment or may have had in the year and/or from which he may
receive fees or hold shares: AssetCo plc, Bigblu Broadband plc, CoventBridge
Group Limited, EKF Diagnostics Holdings Plc, Frenkel Topping Group plc, Jaguar
Holdings Limited, M J Gleeson Group plc, Oryx, Renalytix Al Plc, and SourceBio
International plc. A total of £288,740 (2025: £314,069) in directors fees
was received by Christopher Mills during the year under review.
No formal arrangements exist to avoid double charging on investments held by
the Company which are also managed or advised by Christopher Mills (Chief
Executive) and/or Harwood Capital LLP. Members and certain private clients of
Harwood Capital LLP, and its associates (excluding Christopher Mills and his
family) hold 435,810 shares in the Company (2025: 435,810). The figure from
2025 has been restated due to the 10 for 1 share split.
Members, employees, institutional clients and private clients of Harwood
Capital LLP and Harwood Private Equity LLP may
co-invest in the same investments as the Company.
From time to time Directors may co-invest in the same investments as the
Company.
directors and advisers
Directors
Sir Charles Wake (Chairman) Christopher Mills (Chief Executive) Fiona Gilbert
Lord Howard of Rising G Walter Loewenbaum Peregrine Moncreiffe Julian Fagge
Administrator
North Atlantic Investment Services Limited (Authorised and regulated by the
Financial Conduct Authority)
6 Stratton Street
Mayfair
London W1J 8LD Telephone: 020 7640 3200
Financial Adviser and Stockbroker
Panmure Liberum Ltd Ropemaker Place, Level 12 25 Ropemaker Street London EC2Y
9LY
Registered Office 6 Stratton Street Mayfair
London W1J 8LD Telephone: 020 7640 3200
Registrars
MUFG Corporate Markets Central Square
29 Wellington Street Leeds LS1 4DL
Auditors
RSM UK Audit LLP 25 Farringdon Street London EC4A 4AB
Company Secretary
Ben Harber
31 Orchard Avenue Woodham Addlestone
Surrey KT15 3EA
shareholder information
financial calendar Announcement of results and Annual Report April
Annual General Meeting June
Half-Yearly results and report September
Half-Yearly report posted September
share price The Company's share price can be found on:
SEAQ Ordinary
Shares: NAS
Trustnet:
www.trustnet.com (http://www.trustnet.com)
net asset value The latest
net asset value of the Company can be found on the Company's website:
www.nascit.co.uk (http://www.nascit.co.uk/)
share dealing
Investors wishing to purchase more Ordinary Shares or dispose of all or part
of their
holding may do so through a stockbroker. Many banks also offer this service.
The Company's registrars are MUFG Corporate Markets. If you have a question
about your shareholding in the Company you should contact: MUFG Corporate
Markets, Central Square, 29 Wellington Street, Leeds LS1 4DL, by email:
shareholderenquiries@cm.mpms. (mailto:shareholderenquiries@cm.mpms) mufg.com,
or by telephone 0371 664 0300 and +44 (0) 371 664 0300 (international).
Calls are charged at the standard geographic rate and will vary by provider.
Calls outside the United Kingdom will be charged at the applicable
international rate. Lines are open between 9am and 5.30pm, Monday to Friday
excluding public holidays in England and Wales.
Changes of name or address must be notified to the registrars in writing at:
MUFG Corporate Markets
Central Square
29 Wellington Street
Leeds LS1 4DL
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