REG - Onward Opportunities - Annual Results
02/03/2026 07:00
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RNS Number : 7698U Onward Opportunities Limited 02 March 2026
The information contained within this announcement is deemed by the Company to
constitute inside information pursuant to Article 7 of EU Regulation 596/2014
as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 as amended. Upon the publication of this announcement
via a Regulatory Information Service, this inside information is now
considered to be in the public domain.
Onward Opportunities Limited
("Onward Opportunities" or the "Company")
Annual Results
Onward Opportunities Limited (AIM: ONWD), the investment company targeting
opportunities in smaller companies within the UK, today reports its audited
annual results for the year ended 31 December 2025.
Highlights for the reporting period to 31 December 2025 include:
· Strong one-year NAV performance in FY25
o All-time high Net Asset Value ("NAV") of 143.7 pence per share at 31
December 2025, equating to an audited NAV increase of +11.1% over 12 months,
reflecting another encouraging period of investment performance
· Continued outperformance since inception
o Top quartile NAV performance of +50.2% since inception in March 2023,
furthering the Company's track record of strong performance versus its target
returns and comparator indices
o Outperformed the AIM All Share Index Total Return since inception by
+49.8% and the UK Small Cap Index Total Return by +13.1% over the same period
o NAV outperformance relative to peers in the AIC UK Smaller Companies
Sector, ranking 3(rd) in Sector since inception
o Despite challenging market conditions for UK smaller companies, the
Company outperformed its target of generating absolute returns of +15% per
annum since inception
· Company 12-month Total Shareholder Return ("TSR") to 31
December 2025 of +7.6%, contributing to a Total Shareholder Return of +48.0%
since inception
· Completed five capital raises during FY25, each with an issue
price at a premium to the prevailing NAVs at the time of issue. These
totalled £7.5m and meant that the Company was again one of the top 20 most
successful investment companies and trusts at raising capital on the London
Stock Exchange
· Post period end, the Company completed its largest single
capital raise since inception of £4.5m in early January 2026
Performance Table as at 31 December 2025
H2 2025 FY25 2-Year Since Inception
6-months 1-Year
ONWD Total NAV Return 'investment performance' +11.9% +11.1% +34.9% +50.2%
ONWD Total Shareholder Return +11.7% +7.6% +44.4% +48.0%
Portfolio Update
· Top five contributors to returns in FY25 were Audioboom
(+£3.5m), Rent Guarantor Holdings (+£1.6m), Pebble Beach Systems (+£1.0m),
Springfield Properties (+£910k), and Angling Direct (+£840k)
· Five largest detractors from FY25 returns were investment
declines at Synectics (-£1.4m), MPAC Group (-£1.2m), React Group (-£760k),
Vianet (-£620k), and Northcoders (-£570k)
· New core holding post period end - 8% of NAV deployed into
Fintel, a UK proprietary data and compliance services business for the
financial services sector trading at a deep discount to precedent transaction
values for both of its divisions
Laurence Hulse, Founder & Lead Fund Manager, said:
"To have delivered a NAV return of +11.1% for 2025, which contributes to a
+50.2% return since inception in 2023, has been the best possible way by which
to thank our supportive and expanding shareholder base. The Company is now
fast approaching £50m in capitalisation for the first time. It was
particularly pleasing to deliver shareholders both an all-time high in NAV per
share (143.7p) and ONWD share price (148p) for the second year in succession.
Our investment strategy and its ability to identify companies with
idiosyncratic catalysts trading at fundamentally mispriced valuations drove
our absolute and relative performance. Exceptional performances from five of
our holdings more than offset weakness elsewhere in our concentrated
portfolio. While some of these suffered frustrating years operationally, this
leaves potential upside to come alongside opportunities in our active pipeline
for future investments.
2026 is reputedly the year of the fire horse; symbolising bold action,
perseverance and success. Let us see. For now, Onwards."
Andrew Henton, Chairman, added:
"2025 has been another successful year for the Company. As the all-important
three-year milestone approaches, the track record associated with the
Investment Manager's consistent application of its disciplined process is very
pleasing. The geopolitical and macro-economic uncertainty has seemingly become
perennial as an investment backdrop for the fund, but this has not impaired
value creation from its intelligence led stock picking. Against this
backdrop it was pleasing to see a number of supportive shareholders disclose a
greater than 5% shareholding in the company in recent months as interest in
the strategy grows. There is no reason to suppose that the Company will stop
identifying grossly undervalued opportunities on the junior UK market in 2026,
helping to catalyse value creation therein for both these new and existing
investors."
FOR FURTHER ENQUIRIES
Onward Opportunities Limited Tel: +44 (0)20 3416 9143
Andrew Henton, Chairman hello@dowgate.co.uk
Dowgate Wealth Limited (Portfolio Manager) Tel: +44 (0)20 3416 9143
Laurence Hulse, Lead Fund Manager hello@dowgate.co.uk
Cavendish Capital Markets Limited (Nominated Adviser and Broker) Tel: +44 (0)20 7220 0500
Ben Jeynes - Corporate Finance
Chris West / Matt Lewis - Sales and Corporate Broking
Houston (PR advisers) Tel: +44 (0)77 3303 2695
Charlie Barker / Nick Jackman Onward@houston.co.uk
To find out more, please visit: www.onwardopportunities.co.uk
(http://www.onwardopportunities.co.uk)
Annual Report and Audited Financial Statements
for the year ended 31 December 2025
Highlights in the reporting period to 31 December 2025 include:
Company Update
· Strong one-year NAV performance in FY25
o All-time high Net Asset Value ("NAV") of 143.7 pence per share at 31
December 2025, equating to an audited NAV increase of +11.1% over 12 months,
reflecting another encouraging period of investment performance
· Continued outperformance since inception
o Top quartile NAV performance of +50.2% since inception in March 2023,
furthering the Company's track record of strong performance versus its target
returns and comparator indices:
o Outperformed the AIM All Share Index Total Return since inception by +49.8%
and the UK Small Cap Index Total Return by +13.1% over the same period
o NAV outperformance relative to peers in the AIC UK Smaller Companies Sector,
ranking 3(rd) in Sector since inception
o Despite challenging market conditions for UK smaller companies, the Company
outperformed its target of generating absolute returns of +15% per annum since
inception
· Company 12-month Total Shareholder Return ("TSR") to 31
December 2025 of +7.6%, contributing to a Total Shareholder Return of +48.0%
since inception
· Completed five capital raises during FY25, each with an issue
price at a premium to the prevailing NAVs at the time of issue. These
totalled £7.5m and meant that the Company was again one of the top 20 most
successful investment companies and trusts at raising capital on the London
Stock Exchange
· Post period end, the Company completed its largest single
capital raise since inception of £4.5m in early January 2026
Performance Table as at 31 December 2025
H2 2025 FY25 2-Year Since Inception
6-months 1-Year
ONWD Total NAV Return 'investment performance' +11.9% +11.1% +34.9% +50.2%
ONWD Total Shareholder Return +11.7% +7.6% +44.4% +48.0%
Portfolio Update
· Top five contributors to returns in FY25 were Audioboom
(+£3.5m), Rent Guarantor Holdings (+£1.6m), Pebble Beach Systems (+£1.0m),
Springfield Properties (+£910k), and Angling Direct (+£840k)
· Five largest detractors from FY25 returns were investment
declines at Synectics (-£1.4m), MPAC Group (-£1.2m), React Group (-£760k),
Vianet (-£620k), and Northcoders (-£570k)
· New core holding post period end - 8% of NAV deployed into
Fintel, a UK proprietary data and compliance services business for the
financial services sector trading at a deep discount to precedent transaction
values for both of its divisions
Laurence Hulse, Founder & Lead Fund Manager, said:
"To have delivered a NAV return of +11.1% for 2025, which contributes to a
+50.2% return since inception in 2023, has been the best possible way by which
to thank our supportive and expanding shareholder base. The Company is now
fast approaching £50m in capitalisation for the first time. It was
particularly pleasing to deliver shareholders both an all-time high in NAV per
share (143.7p) and ONWD share price (148p) for the second year in succession.
Our investment strategy and its ability to identify companies with
idiosyncratic catalysts trading at fundamentally mispriced valuations drove
our absolute and relative performance. Exceptional performances from five of
our holdings more than offset weakness elsewhere in our concentrated
portfolio. While some of these suffered frustrating years operationally, this
leaves potential upside to come alongside opportunities in our active pipeline
for future investments.
2026 is reputedly the year of the fire horse; symbolising bold action,
perseverance and success. Let us see. For now, Onwards."
Andrew Henton, Chairman, added:
"2025 has been another successful year for the Company. As the all-important
three-year milestone approaches, the track record associated with the
Investment Manager's consistent application of its disciplined process is very
pleasing. The geopolitical and macro-economic uncertainty has seemingly become
perennial as an investment backdrop for the fund, but this has not impaired
value creation from its intelligence led stock picking. Against this
backdrop it was pleasing to see a number of supportive shareholders disclose a
greater than 5% shareholding in the company in recent months as interest in
the strategy grows. There is no reason to suppose that the Company will stop
identifying grossly undervalued opportunities on the junior UK market in 2026,
helping to catalyse value creation therein for both these new and existing
investors."
Chairman's Statement
Onward Opportunities Limited ("ONWD" or "the Company") was incorporated on 31
January 2023, and the shares issued at its Initial Public Offering ("IPO")
were admitted for trading on the Alternative Investment Market ("AIM") of the
London Stock Exchange ("LSE") on 30 March 2023. These accounts have been
prepared for the 12-month accounting period covering 1 January 2025 to 31
December 2025.
As at 31 December 2025 the net asset value ("NAV") 1 (#_ftn1) per share was
143.7p and the share price 148p, representing a premium to NAV of 3.0% and a
NAV performance of +50.2% since inception, a pleasing set of figures to
reflect on as we approach our three-year anniversary since launch.
Portfolio performance
During the year under review ONWD delivered a NAV return of 11.1%,
outperforming the AIM All Share Index Total Return by 2.6%. In both absolute
and relative terms this is a very pleasing result, building as it does to a
NAV appreciation of over 50% since inception nearly three years ago.
Despite the headline performance, 2025 was a challenging year. A principal
tenet of the ONWD investment philosophy is that our chosen opportunity set
(companies listed on AIM) is an inefficient market in which high quality
assets can be grossly mispriced. It is to be expected that the market will
usually be playing catch up - the Investment Manager identifies and buys
undervalued companies before the market does and then sells those positions
once valuation discounts close. This notwithstanding, the stomach-churning
lurches in UK equity markets during the first half of 2025 demanded cool
heads, and confidence in the quality of stock selection based on rational
earnings analysis when other investors were selling names indiscriminately.
Seen in this context, the 2025 performance highlights three elements of the
investment strategy that should underpin future returns.
Firstly, the Investment Manager continues successfully to seek out companies
with idiosyncratic value catalysts. 2025 was another year when the most
common such catalyst was private equity or strategic investors making public
offers. Windward was the most dramatic exemplar of this approach for ONWD
but the Investment Manager's report highlights a number of other similar
situations, most recently the speculated interest in one of the Company's
largest investments; Audioboom. Secondly, the detailed analysis performed by
the Investment Manager consistently identifies businesses with an undervalued
earnings potential or a discounted valuation to intrinsic value These
businesses have proven both resilient and flexible in the face of macro events
(tariffs and taxes included). Thus, if investee company shares get sold off
as part of an indiscriminate market rout, their quality means those shares can
also bounce back most quickly as market conditions normalise. Pebble Beach
Systems and Angling Direct are two examples of such companies, both delivering
earnings upgrades during periods of volatility. Thirdly, the so called
"nursery" affords the Investment Manager flexibility to take smaller positions
which can be traded up or down, creating optionality in a way not typically
associated with a portfolio of thinly traded smaller companies. Audioboom is
a good case study in this regard.
These different threads of the ONWD investment strategy are complimentary and,
as we approach the three-year anniversary of the fund, now have a demonstrable
track record evidencing repeatability. This creates confidence about future
portfolio performance, whatever market conditions prevail.
Positioning at the start of 2026
The Investment Manager started 2026 with both an attractive portfolio, but
also an extensive bank of researched and highly attractive new investment
opportunities. The Company raised an additional £4.5m in January 2026
specifically to take advantage of some of those opportunities. This follows
a series of smaller fund raisings during 2025 which collectively raised
£7.5m. There remains what can be described as a "target rich environment"
for ONWD's investment strategy, which has scope to scale well beyond the
current size of the company. We are therefore optimistic about prospects in
2026. One such example would be the recent deployment of proceeds into a new
core holding; Fintel - graduating from the nursery where it sat for part of
2025. This investment has got off to a pleasing start with an early re-rating
as our share purchases cleared an 'overhang' associated with a selling fund
managing redemptions with outflows, and then an encouraging earnings update.
Growing the fund
As ONWD both approaches its three-year anniversary and a market capitalisation
of £50m, a number of "resistance points" that have hitherto prevented some
institutional investors from buying shares will fall away. Many portfolio
managers require a minimum three-year track record and have a minimum fund
size threshold that must be crossed before companies such as ONWD can be
bought. The first years after a fund's launch will always be arduous, and we
are now well positioned to capitalise on what has already been achieved. It
has not been a coincidence that there has recently been a step-up in 5%
threshold TR-1 holdings announcements from institutions including Callanish
Capital and Rathbones. It was no mean feat for an investment company that
invests in UK equities to be awarded the 'Best Use of AIM Award 2025' in a
period of record outflows for UK equity funds. The award is designed to
recognise growth and use of capital markets, so is testament to what the
Investment Manager has managed to achieve alongside portfolio management
duties.
A prime focus for the Board over the next twelve months will thus be
increasing the shareholder base and liquidity of the shares. Whilst creating
value for shareholders from NAV appreciation will always be the objective, as
a Board and team we passionately believe in the importance of a dynamic SME
sector for the long-term growth of the wider economy. We want both to
highlight the opportunities presented by smaller companies, and also to
showcase the attraction of ONWD as a well-managed vehicle by which to
conveniently and easily capture those opportunities. In so doing we hope to
attract capital to a most deserving and important part of the UK's commercial
eco-system. "Getting the word out" will involve a more deliberate
communications programme across multiple channels and platforms with a strong
social media bias. Work has already commenced in this regard, and we will be
drawing heavily on the charisma and eloquence of our lead manager.
Whilst social media is important, your Board has also very much enjoyed direct
engagement with shareholders at "face to face" events in London during 2025.
These will remain a recurring feature of our investor relations programme, and
I hope we get the opportunity to meet more of you during 2026. Shareholders
can contact hello@dowgate.co.uk for more details.
Jay Patel
The sad and unexpected passing of Jay Patel during 2025 was undoubtedly the
cloud which marred the year. Jay had been very intimately involved with the
genesis and launch of ONWD, both as a staunch supporter of the fund concept
and then as a valuable source of insight and challenge as a member of the
Investment Committee. He was a man who wore his intellect and wisdom
lightly, with no bombast or ego, and was a consistent source of valued
counsel. He is sadly missed but fondly remembered by the ONWD team, and I
sincerely hope that the future success of the Company will become part of his
legacy.
Conclusion
2025 has been another important year in the development and maturation of
ONWD. Investment performance has been solid, which has both rewarded those
early investors who showed faith in the Company but also served to attract new
shareholders. We enter 2026 with a quiet confidence that is borne of now
proven processes, and a rich universe of opportunity for our strategy.
On behalf of the Board, I thank all of our investors for their support over
the past year, and we look forward to welcoming many more new investors over
the years and months to come.
Andrew Henton
Chairman
27 February 2026
Portfolio Manager's Report
Introduction
This has been a year of comebacks as 2025 saw a second half return for UK
indices, precious metals, and rate cuts …. And similar comebacks for the
Gallagher brothers, Gladiator II, tax rises and the ancient hobby of kite
flying. For its part, Onward had its very own bounce back as it delivered some
of its best quarters since launch, following a challenging first half; our
snow leopard had to cross a ravine of sorts. 2025 was thus a dramatic year for
investors that started with a crisis and ended with a crescendo; a trade war
followed by rising asset prices across the spectrum. Onward Opportunities
experienced this in a pronounced fashion as an investor in smaller companies
on the London Stock Exchange; there was a 34% trough to peak rally in the
Company's share price from April 22nd to 31st December which saw the shares
close the year at their all-time high of 148p.
Markets are renowned for their ability to 'look through' and price ahead, and
didn't they just! Any of; tariff induced trade wars, open conflict between
Israel and Iran, attacks on trade shipping in various international waters,
record tax rises from the most unpopular government in living memory and a UK
economy drifting toward a possible technical recession would usually have led
to a poor year for equity investors. But all UK indices other than the AIM
market had one of their best years since 2016. The spread between the UK 100's
21.5% return and the UK 250's 8.9% is a reminder of the danger of domestic
'black holes' but has perhaps nonetheless started a gravitational pull out of
the abyss where UK equity funds have found themselves for a number of years.
This may well be because markets are equally well-known as "weighing
machines"; whilst the last few years have been torrid, valuations of UK equity
markets have been even more challenged and thus it is by now surely
'in-the-price' - if not more. Whilst it remains better to find conviction in
individual businesses than in the macro narrative that surrounds them (which
is precisely why this Company exists) we happily admit to preferring dawns to
dusks. The chart below shows how much of the UK indices strong performance was
attributable to things just not getting any worse - the drift of the UK 250
versus the global indices has seemingly hit a floor. Mean reversion would
therefore offer even greater upside to come. Longstanding shareholders of
Onward will recall this timing and valuation opportunity was the investment
thesis behind this Company's foundation. Almost three-years in we are starting
to see tentative signs that just maybe we were correct.
Source: Bloomberg data as at 11 02 2026
For Onward, 2025 was a year of two distinct halves and one very clear lesson:
when investing in UK smaller companies, holding cash is not necessarily a drag
- it is a competitive advantage when volatility returns and liquidity
vanishes. The same is true of our closed-ended fund structure and the two
advantages go hand-in-hand. Open-ended fund structures demonstrably struggle
with market volatility and cannot exploit large liquid reserves for such times
because they must anticipate redemptions and have restrictions on holding
liquid reserves (cash). The first half was defined by sharp politically driven
swings and a liquidity event early in the year, which created a smaller
companies market that repeatedly tried to price all companies as if they were
exposed to the same macro risks. The second half reminded us why we do what we
do: idiosyncratic catalysts, self-help, and selective "public-to-private"
value in plain sight that can still compound - even when the crowd is missing
and the floodlights are off in the UK. We were able to capitalise on this
volatility with the large 20% cash weighting that was built up during the
first quarter from inflows and realised profits.
By year end, the Company closed at new all-time highs for both NAV and share
price. The NAV reached 143.7p at 31 December 2025, delivering +11.1% NAV total
return over FY25 and taking NAV total return since launch (30 March 2023) to
+50.2%. The shares closed 2025 at 148p, producing +7.6% share price total
return over FY25 and +48.0% since launch. Importantly, this is not a "rising
tide" story. The AIM All Share Index Total Return (from where almost all of
our investments are sourced and listed) delivered +8.5% in 2025, while
Onward's NAV return was +11.1% - a reminder that absolute returns are crucial,
but only sustainable if a strategy can also outperform a rising market; an
area where most active funds have struggled versus passive alternatives in
recent years. The outperformance of Onward versus the AIM market since
inception is now extended to 49.8%.
Against this backdrop, the Company again also continued to scale. At 31
December 2025, total net assets were £42.7m, with 29,691,188 shares in
issue. This growth has not been accidental. The increase in the fund's size
of over 33% in a funds market that again suffered torrid outflows is proving
that the Company is seen to be a repeatable and compelling investment
proposition to new and existing investors. Despite the UK 100 Index reaching
all-time highs in 2025, the £9.55bn outflows from UK funds came at a similar
level to 2024's £9.56bn and marked the tenth consecutive year of withdrawals.
2025 was the worst year for equity fund flows since Calastone started
recording the data. We are so grateful for shareholders' support in such
uncertain times. It demonstrates a level of conviction on the part of
shareholders to match Onward's own contrarian investment beliefs.
As always, shareholders should also remember one of the most important layers
to the story: the team's 'skin in the game'. The Board of directors hold
c.£300k of stock purchased since launch and the investment committee and lead
manager reported during the year a peak £3.3m of "skin in the game", which
again grew in the year before tragedy struck and we must share one of the
Company's few low-lights since launch.
Investment Committee member and long-time friend of the team Jay Patel passed
away unexpectedly at 56 years of age in the second half of the year. We have
known Jay for many years, having experienced his value creation capabilities
and work ethic firsthand as shareholders in IMI Mobile, which was a
tremendously successful investment for this team in a past life. We were
delighted when he agreed to join the investment committee at a concept stage
for Onward and stated a desire to make a material investment as he also
recognized the value on offer in UK smaller companies. Many investors got to
meet him for the first and sadly last time at Onward's inaugural investor day
during the summer when he was able to talk about arguably his biggest
contribution to the fund which was his work helping us to understand
Windward's software and its value. Within two years Windward joined IMI Mobile
as one of the most successful investments for this team. Jay's sad passing is
the reason why the investment committee's aggregated skin in the game has
recently dropped to £2.6m; he had put his money where his mouth is. An avid
Liverpool fan, Jay made sure your manager never felt they were walking alone
during a daunting fundraising trail in 2023 and those early investments. Work
is progressing to appoint a suitable new member of the Investment Committee
and shareholders will be updated when appropriate.
The key highlights for the year have been:
1. Delivering new all-time highs for shareholders in both the share
price and NAV per share
2. Further widening of the outperformance versus the benchmark: the
ONWD NAV is now +49.8% ahead of the AIM All Share Total Return Index
3. The strategy got a chance to demonstrate to investors how it
handles a crisis
4. Demonstration of a portfolio built for outcomes: performance was
driven by catalyst execution at five key holdings whilst the rest of the
portfolio suffered with the rest of the UK economy
5. Continued scalable demand for the strategy: the Company was again
one of the top 10 capital raisers amongst investment companies on the LSE,
growing the trust by 33% to well in excess of £40m
6. Proof that the "nursery + core" construction can be very additive:
the year saw outsized contribution from the nursery - most visibly Audioboom
(later upweighted to a core holding), Rent Guarantor, and Pebble Beach.
Top Holdings Table as at 31 December 2025
Holding £ Value % of Net Assets Thesis Summary Catalysts Total Return %
Audioboom £5.47m 12.7% Scale + operating leverage in podcasting; improving cash conversion; strategic H2 advertising seasonality, contract roll offs, margin/cash inflection, 148.8%
optionality potential strategic activity
Angling Direct plc £3.82m 9.0% Margin recovery + operational execution; asymmetric upside from strategic UK execution, capital allocation, clarity on non-UK strategy, continued 51.5%
refinement operational delivery
Springfield Properties plc £3.20m 7.5% De leveraging + land monetisation; recovery optionality as housing Land disposals, balance sheet de risking, policy/affordability tailwinds as 57.6%
affordability improves rates ease
RentGuarantor Holdings £2.80m 6.6% Platform exposure to structural change in UK lettings; scalable underwriting Legislative/regulatory tailwinds, partner growth, underwriting scale and unit 130.4%
model economics
Likewise Group plc £2.72m 6.4% Share gains + operating leverage in flooring distribution Housing transaction recovery, utilisation/mix, competitor strain, margin 4.5%
expansion
Synectics plc £2.66m 6.2% Software led security systems; cyclical recovery potential; strategic asset Contract wins, margin progression, recovery in customer capex cycles (9.2)%
optionality
Transense Technologies plc £2.34m 5.5% Under the radar tech with royalty underpin + pipeline optionality Conversion of tyre monitoring & sensor pipelines, design ins, scaling 20.6%
commercial execution
Pebble Beach Group £2.29m 5.4% Mission critical infrastructure software; operational progress meeting New customer wins, recurring revenue growth, operating leverage 84.6%
valuation catch up
Light Science Technologies £1.87m 4.4% Specialist technology exposure; valuation catch up as execution improves Delivery milestones, commercial traction, better market recognition 71.7%
Holding £ Value % of Net Assets Thesis Summary Catalysts Total Return %
Alumasc Group plc £1.82m 4.3% Quality building product brands; pricing power; self-help through cycle Cost action, demand stabilisation, margin resilience, potential strategic 12.3%
interest
Nursery holdings (13) & cash £13.7m 32.0% Diversified set of idiosyncratic opportunities Mix of earnings upgrades, corporate activity, and self help n/a
Note: "Other holdings & cash" is the residual derived from Net Assets
(£42.7m) less disclosed top‑10 values; weights are from the top‑10
disclosure.
Performance
Portfolio Performance (displayed to 31 December 2025)
The Company delivered a strong finish to the year. The NAV closed 2025 at
143.7p, up +11.1% over the year versus the audited 31 December 2024 NAV, and
the shares closed at 148p. Both represent all-time highs and were well in
excess of any price where capital has been raised from investors that year.
The shape of returns mattered. H1 was defined by volatility and a portfolio
that, at times, had to work very hard simply to stand still. At the end of
2024 there had been a palpable Christmas cheer to investors as an incoming
Trump administration and AI-driven tech boom sparked hopes of a return to
animal spirits for the first time since 2021. Meanwhile in the UK the
Chancellor confounded the most brilliant scientific minds with an ability to
conjure black holes at will in a way that confounded physics' 'Theory of
Everything' with a fiscal 'theory of nothing'. For Onward, domestic and
international political volatility created an intense period of highs and lows
during the first half.
The Company's first breakout moment (the acquisition of Windward at the end of
2024) gave way to a difficult period of investment performance. Almost half
of our +35% NAV returns in the 18-months since we had launched were given back
during a highly volatile three months for global asset prices as fears of a
trade war intensified. Reassuring updates from a number of our investments,
combined with a global relief rally, drove dramatic bounce backs in their
share prices which saw losses all but recovered in the second quarter.
Shareholders had the chance to learn much about their manager and investments
in these arduous six months.
Companies build their reputations with how they handle crises and both the
Manager and the portfolio holdings have been given a chance to demonstrate to
investors how they handle such volatile circumstances. Of particular highlight
was a demonstration of how its investment committee structure enables Onward
to run cash balances with discipline.
We had tactically built-up cash reserves in the first couple of months of 2025
from the takeout of Windward (13% NAV), a capital raise (4% NAV) and exiting
our first investment into Audioboom from the nursery for a c.+100% return in
four months (4% NAV) at c.600p (we would later in the year reinvest as a core
holding at 270p). Rather than any prophetic views on US trade policy, this
positioning reflected the team having instinctive concerns around an upcoming
'spring statement' by the Chancellor and optimistic sentiment on both sides of
the Atlantic appearing to be stretched. The prescience proved fortuitous as we
entered the tariff volatility with a c.20% cash balance. Perhaps a manager
working in isolation might have been tempted to re-invest quickly off the back
of a hubristic success like Windward? Or another without veteran eyes and ears
around them may have been tempted to step in with purchases early on in the
selloff in an attempt to catch falling knives?
Instead, the Onward team waited for the end of Q1 portfolio meeting with the
Investment Committee and assessed the lie of the land. What was clear based on
our combined experience was that conditions were then approaching extremities
in terms of asset pricing but also the limits of political will for a vain
President. Our smaller, less liquid equity holdings had been particularly
punished on little volume despite good operating performance in many cases. It
was concluded that the team should start to capitalize on the competitive
advantage that had been cultivated for Onward (the large cash balance). The
team deployed these monies into agreed new and existing holdings through the
course of April, three days after what proved to be the market low. These
sorts of stress tests are as valuable to the Manager as they are to the
shareholders and the Board.
The second half was more recognisable: catalysts from these new and existing
investments began to land, operational progress started to translate into
price action, and the fund's construction once again showed why the "nursery
& core" approach can be more than a marketing slide. Three nursery
holdings 'graduated' into the core portfolio - Likewise, Audioboom and Pebble
Beach Systems - all through early stellar performance. This return to form was
magnified by the team's decision to fully deploy the tactical ~20% cash
balance in April "at the lows," which mechanically increases upside capture in
a market uptrend and allowed for attractively priced new ideas to add further
to returns as well as offset difficulties at holding such as MPAC and
Northcoders, where investment losses occurred. While Q1 was about valuation
compression and Q2 was about recovery + cash deployment, H2 is notable because
the main drivers are classic "Onward-style" catalysts: value realisation /
strategic actions (Rent Guarantor Holdings, Springfield Properties, Roadside
Real Estate), operational delivery that forces upgrades/re-rating (Pebble
Beach Systems, Angling Direct) and event-driven bid dynamics beginning to
reappear across the portfolio (Audioboom, Frenkel Topping). The strategy for
the third year thus delivered what it was built to do: generate returns from
stock specific change, and not just macro mercy. The final quarter in
particular was a reminder that UK domestic stocks do not always need a macro
tailwind; sometimes they just need the absence of a new headwind as they
already have valuation momentum behind them. The Company delivered +7.4% NAV
total return in Q4, while the AIM All Share Total Return Index was -1.7%. Much
more detail on these is provided in the core portfolio discussion later in
this Manager's report.
FY2025 Attribution Table - 5 most significant contributors and detractors from
performance
Top Five Contributors Top Five Detractors
Audioboom £3.50m Synectics (£1.40m)
Rent Guarantor Holdings £1.60m Mpac Group (£1.20m)
Pebble Beach Systems £1.00m React Group (£0.76m)
Springfield Properties £0.91m Vianet (£0.62m)
Angling Direct £0.84m Northcoders (£0.57m)
Total Returns to 31 December 2025
Total Returns H2 2025 (6 months) FY25 (12 months) Two Year Since inception - 30 Mar 2023
ONWD NAV Total Return (TR) +11.9% +11.1% +34.9% +50.2%
ONWD Total Shareholder Return (TSR) +11.7% +7.6% +44.4% +48.0%
AIM All Share Index TR +0.3% +8.5% +4.2% +0.4%
NAV relative vs AIM All Share Index TR +11.6% +2.6% +30.7% +49.8%
TSR relative vs AIM All Share Index TR +11.4% (0.9)% +40.2% +47.6%
Market Commentary
We spoke at the half-year about how lettuce in the stands had given way to
total apathy for UK equities with the crowd leaving in droves before full
time. It was the tenth consecutive year of net outflows from UK equities. The
UK market has spent much of the last few years feeling like a theatre between
shows - the seats still there, but the audience gone. But perhaps 2025 will be
looked back upon as a year where viewers started to return albeit initially
only to catch the timely trailer for 'The Odyssey' due for release in 2026.
Perhaps it has been enough for some to recognise that the tickets are too
cheap to ignore at the London Stock Exchange. The UK market didn't so much
recover as do what Britain often does under pressure: it carried on, mildly
annoyed, and then - almost by accident - produced a plucky performance that
made outsiders blink.
On the scoreboard, the headline was unambiguous: the UK 100 Index delivered a
21.5% gain in 2025, its best year since 2009, closing just shy of the
psychological 10k at ~9,931 by year-end and repeatedly "teetering" toward
10,000. Then, with the smug inevitability of a New Year's resolution made
after two glasses of champagne, the index finally cracked 10,000 at the start
of 2026. Let us hope the resolution lasts beyond 'dry January'.
But as has often been the case for recent years in UK equities, the number
tells you what happened - not why it felt so strange while it was happening.
The macro: a slow drip of easing, and inflation that refused to die quietly.
Monetary policy in 2025 was less "turning point" and more "carefully easing
the handbrake down a notch at a time". The Bank of England cut its Base Rate
to 4.5% in February, then to 4.25% in May, to 4.0% in August, and to 3.75% in
December - each move arriving with a familiar blend of caution, dissent, and
the sense that the Committee would like credit for bravery while still keeping
the exit door ajar. Meanwhile, inflation behaved like a guest who insists
they're leaving, then stays in the doorway continuing the conversation. UK CPI
inflation was 3.8% in August 2025 - not catastrophic, but stubborn enough to
keep policymakers (and mortgage-holders) permanently squinting at every
release. By December, the Bank noted CPI inflation had fallen to 3.2% versus
the prior meeting - progress, yes, but still above target and not exactly a
victory parade. That combination - easing rates, but sticky inflation -
created a market rhythm that was more stutter-step than strut. Valuations
could exhale, but most investors still held their breath.
The market was split with global market leaders listed in London typically
leading the pack (as was often the case in the Onward portfolio as well). The
UK's 2025 rally was not a simple "Britain is back" story. Global sectors and
businesses drove outsized returns within the curious indices; mining, defence
and finance were repeatedly cited as key engines of the UK's strength. There
were plenty of examples of "big-stock theatre" which often precede similar if
not larger moves in operationally geared smaller companies where this fund
invests:
• Fresnillo having risen roughly five-fold over the year- an
almost rude reminder that boring old London still contains a few explosive
levers when the underlying tape turns.
• Rolls Royce and Babcock both roughly doubled amid persistent
geopolitical tension and rising defence focus, continuing strong runs from
2024.
• Lloyds nearly doubled as banking shares rode the year's
broader financial tailwinds.
In this context, readers are encouraged to study the AIM market's bar in the
chart below:
Source: Bloomberg data as at 11 02 2026
April is the time of Easter and, in the Christian faith, recognises the power
of resurrection. And so ultimately it proved for UK equities and almost all
other asset classes. No interesting year in markets is complete without the
market deciding - briefly, theatrically - that the show's over. In 2025, the
moment of drama came in early April, when tariff headlines out of the US sent
investors scrambling and produced a sharp global wobble and the UK 100 Index
suffering its biggest single-day fall since the start of the Covid-19
pandemic, before clawing back and returning to growth thereafter.
That episode mattered not only because it hit prices, but because it reminded
everyone that 2025's optimism had a thin varnish and most investors' furniture
was coated in the same, US-centric lacquer. US concentration risk became a
serious allocation debate for the first time since the pandemic and so started
something of a UK paradox in classic self-deprecating manner: domestic
investors sold, whilst corporate and international investors increasingly
bought UK equities. Large blue chips rallied as UK investors yanked money out
of equity funds at a record pace. Calastone data (reported widely in early
January) pointed to £6.7bn of net withdrawals from equity funds across 2025,
the worst year in its history - with UK-focused funds hit hardest.
So while "allocators" were voting with their feet, "acquirers" were voting
with their cheque books. 2025 saw a continued drumbeat of companies choosing
to disappear from the public markets - via takeovers, take-privates, and
listing migrations. Delistings included Direct Line (Aviva), Windward and
Britvic (Carlsberg), while names such as IDS, Hargreaves Lansdown, Frenkel
Topping and Spectris were taken private, and Wise signalled a primary listing
shift to New York. The private market continues to send a message lit-up like
Times-Square: public valuations may have risen in 2025, but private capital
still thinks there's plenty left on the table. What was noticeable is how this
has finally started to thaw the new entrant's market of IPOs and whilst the
ground is still hard; there was definitely a trickle forming from a glacier of
private market companies seeking liquidity. For years, the UK narrative has
been "no IPOs, no excitement, no hope." Pleasingly this was markedly better
than the Euronext which had its worst year ever without a major IPO and less
than $1bn raised in total. In contrast PwC's IPO Watch reported that London
raised £1.9bn through 11 IPOs in 2025, the strongest year since 2021, with
£1.3bn raised in Q4 alone - a late-year surge that had the look of returning
confidence in the market. Still, it's worth keeping perspective: a better year
for IPOs is not the same as a healthy primary market.
2025 proved something important about equities: the market can rally hard even
while the country feels tired. This is because the index is not the economy,
it is a set of weighing scales that can recognise an imbalance such as that to
where UK relative valuations had sunk. Whilst the UK is by no means leading
the charts, it noticeably stopped sliding down the table and large caps have
witnessed a meaningful improvement in sentiment. If what has so far been a
multiples expansion can be carried forward by rate-cut led earnings recovery,
then for those of us that have been hunting in the colder corners - where
liquidity is thin, sentiment is thinner, and prices can lose touch from
reality - dusk may well break into dawn during 2026. This bodes well for our
strategy, which did not blink in the dark.
Top 10 Holdings Updates
Audioboom plc (BOOM LN) - Date of First Investment November 2024 - +444.9% IRR
as at 31 December 2025
Audioboom finished the year as the largest position in the portfolio at 12.7%,
with a disclosed holding value of £5.47m and 148.8% total return. The very
high IRR achieved thus far was achieved by nimble profit taking and
reinvestment into the company by the manager during a period in which
performance has been very strong. The investment has been held twice with the
company trading from below 300p to in excess of 600p, the current holding
significantly, so as takeover speculation looms.
Audioboom first entered the nursery in 2024 at 250-300p and went on to deliver
a series of profit upgrades that transformed the profitability and future cash
generation potential of the company. The shares subsequently rallied strongly
to around 600p in Q1 25 when we took profits as trade war uncertainty grew.
Following the market volatility of that year we have been able to
significantly reinvest in Audioboom, but this time as a core holding because:
1) the value on offer was even greater (the profits this year are
higher than last year for the same price);
2) the business is now exiting the last of its onerous contracts,
unlocking cash generation at the business for the first time;
3) M&A activity in the podcast sector has ticked up noticeably,
with serial acquirers such as Lemonada, Netflix, Spotify and others paying
valuations which are at a large premium to Audioboom's; and
4) (most importantly) our understanding of the real value of
Audioboom's business model has grown substantially.
Audioboom's business model is to help podcasters produce their shows and
distribute them for monetisation. In this we observe a number of attractive
qualities versus an entry valuation of 0.7x sales at the point of investment.
Most significantly the end markets are in structural growth, with both the
volume of listeners growing each year and the amount of advertising budget
committed to this growing listener count growing at an even faster rate,
creating a structural tailwind for revenues for Audioboom. Within these sales,
the company has an emboldening competitive advantage to advertisers; it can
provide them with the same, if not more, high-quality eyeballs and earlobes
for their campaigns and products at a much lower cost than, say, a TV
production house or broadcaster and still make a much better margin.
This is because the cost to produce a podcast for an hour is single digit
percentages of the cost of making an hour of TV. To exaggerate for effect, a
podcast is three people in a room with some basic recording equipment versus a
series of production sets, high paid actors, camera crews and equipment etc in
TV. This is why Audioboom's margins are starting to expand and their unit
economics are likely to increase further. They can charge advertisers much
less than their competition and deliver the same result, whilst making a
higher profit margin. Transaction activity for podcasts has picked up,
particularly in the USA where Netflix, Fox and Spotify have all been seeking
to acquire content.
The investment thesis remains centred on a simple asymmetry: a structurally
growing end market (podcast listening and monetisation) meeting a business
model that can exhibit real operating leverage as scale increases. The focus
in 2026 is less about "does podcasting grow?" (it does) and more about the
conversion of that growth into sustainable margin and cash generation - the
point where public market valuation frameworks tend to change. We wrote
earlier in the year that "the fact Audioboom is the 4th largest publisher in
the US, 2nd in the UK and one of the very few that are independently listed
makes them stand out as a potential strategic asset for a larger media
organisation seeking a 'land grab' in this attractive market." Thus the timing
of the announced strategic review, which includes courting offers for the
business is intriguing and has the potential to be a material return driver
for the fund in 2026 depending on which of numerous possible outcomes
transpires. Reassuringly the core business is clearly trading well, recently
becoming the largest publisher of video podcasters on YouTube. We look forward
to further updates on the typically busy H2 advertising period around the
start of the NFL season and Christmas with interest. Any earnings growth from
such busy periods ought to drive upgrades and surplus cash from here given the
platform nature of the business.
Angling Direct plc (ANG LN) - Date of first investment May 2023 - +28.6% IRR
as at 31 December 2025
Angling Direct is the UK's leading retailer of fishing equipment and tackle.
Our early returns on this investment demonstrate how we have captured dual
optionality on the upside, creating an attractive asymmetric risk profile for
shareholders' capital. This position represents either a growth or value
investment, depending on various strategic decisions that are taken in the
coming months.
The business has a dominant market position in the UK, where it is profitable
and cash generative from a repeat customer base of 'anglers'. These metrics
are improving materially under new management and look set to benefit from
both UK consumer recovery and growth from additional store rollout, which is
now accelerating.
The previous management team attempted to enter the much larger European
market to provide additional earnings growth. This strategy has not matched
the UK success, with over five years of annual losses that are material in the
context of overall group profits, whereas the UK business generates a profit
that is significantly more than the current group number (which factors in
European losses). Our returns thesis is that either the European strategy
starts to bear fruit imminently after years of trying and contributes
profitable growth to the group, or it can be reviewed to remove the
opportunity cost to management. We are now dialling up the intensity, given
there has been little evidence that Europe is not an opportunity cost,
dilutive to group margins and ROCE and therefore also shareholder value.
Management believe that it offers a strategic hook for potential
consolidators.
The Company's approach has made a material impact this year on ANG's strategy,
increasing shareholder value. The team has been highly engaged with the
company for over 12 months on a number of strategic matters and the recently
announced capital allocation policy, including a £4m buyback, was well
received by shareholders. Behind the scenes, there has been a refinement of
operational elements within the strategy under new CEO Steve Crowe, the
benefits of which are beginning to reveal themselves in some cracking UK
divisional figures and increased growth rates. There was something reassuring
about how our very first investment led the recovery out of Q1 with Angling
Direct delivering a strong set of figures for a retailer in the UK that saw
the shares hit a three-year high. The management team deserve credit for how
they are developing what was a low growth loss making retailer five years ago.
A bolder but still profitable store roll-out strategy, improving terms of
supply, better store management and customer engagement came together to
deliver a year of record sales for FY24 and a Q1 25 that was reportedly 17.1%
ahead of that. The new 'shop the range' tactic, a loyalty app that has
attracted half a million members in just 24 months, and a weakening dollar
appear to be the next catalysts to take earnings further forward in the
current year. We noted with interest that ANG's YouTube channel recently hit
its 30 millionth viewing. We suspect the Sterling summer sunshine may have
also been supportive. There is of course the additional upside that a
profitable resolution one way or the other to the European strategy question
will bring.
Three years on from first investing, it would be natural to expect this debate
to be approaching a conclusion following the recent capital allocation
commentary by the company. Fishing is a sport of probability maximisation, and
in that sense shares many similarities with investment management. Investors
can expect the ANG team to be on a path to reducing European losses for
shareholders one way or the other, creating material value for all
shareholders in the process.
The thesis is largely unchanged and Angling Direct remained a top tier holding
at year-end (9.0%, £3.82m). The company is increasingly capitalising on a
dominant UK position, improving execution and optionality on strategic
decisions that can either unlock value or remove distractions. These have been
combining to deliver a series of profit upgrades - extremely rare for any UK
retailer at the moment. In a UK consumer landscape still prone to mood swings,
the business has continued to demonstrate that "boring" can be profitable -
and that operational improvements are often worth more than macro forecasts.
Springfield Properties plc (SPR LN) - Date of first investment July 2023 -
+33.1% IRR as at 31 December 2025
Springfield ended 2025 as 7.5% of the portfolio and a 54.4% total return as
our thesis of de-risking and value realisation began to play out in earnest.
Springfield Properties Plc ("SPR") is one of Scotland's largest housebuilders
and crucially owns the largest land bank with planning approval in the
country.
The shares experienced a difficult few years post the pandemic and the company
traded at a near 50% discount to NAV when Onward first started investing (of
which the main asset is the previously mentioned land bank). Whilst these were
all fascinating reasons to create a potential entry point, it is of course a
recovery that we, as capital allocators, were interested in and we took a
position with line of sight on a number of catalysts for such recovery.
Most crucial at first had been the self-help initiatives that we proactively
supported. SPR has removed £4m from the central cost base, which is material
in the context of a historic EBITDA of around £20m. Second, and really to the
core of our thesis, has been the disposal of land parcels at premia to book
value which transfers enterprise value to equity value in the form of
monetising a portion of the balance sheet assets to pay down debt ahead of
forecasts. SPR has already announced a number of profitable disposals, and we
expect these efforts to continue to progress for the foreseeable. As these
de-risking catalysts complete it is not unreasonable to expect SPR to re-rate
from around 0.6x NAV at the point of investment to nearer 1.2-1.3x (which is
where the sector typically trades through the cycle).
SPR provided another exciting update in January as our debt-reduction thesis
took a very large step forward with a land sale to Barratt of £64m at around
1.3x book value. In tandem we have been following up our work on the group's
pivot to the Highlands for housebuilding activity, where SPR owns further
large banks of land. Here what is interesting is the structural need for
housing to facilitate material investment going into the region's freeport and
green power line, where thousands of homes are needed for workers and then
communities. This creates supernormal profits potential for SPR as the main
landowner and house builder in the area, being thus best placed to facilitate
this unusual demand for housing and create we think a supernormal returns
opportunity. It was very exciting to see an initial deal for c.300 homes
announced for SSE, who recently also raised over £33bn for their projects in
the region. The numbers involved imply huge amounts of activity to come for
many years, including for Springfield.
There has been significant balance sheet repair, asset monetisation at premia
to NAV, and now a route to re-rating as housing affordability begins to
respond to easing rates. Springfield sits in that fertile intersection of "too
cheap for too long" and "too strategic to ignore," which tends to attract both
public and private attention over time. We have seen both with private
investors purchasing SPR assets at premium to NAV and public markets investors
now purchasing the company's equity at ever reducing discounts to that NAV as
the shares rallied strongly in the second half.
Rent Guarantor Holdings plc (RGG LN) - Date of first investment November 2025
- +>1000% IRR as at 31 December 2025* 2 (#_ftn2)
RentGuarantor was one of the standout performers of the year, representing
6.6% of the portfolio (£2.80m) even though it started out as a nursery
holding with a 130.4% total return in only a few months. RentGuarantor
Holdings is a UK "professional rent guarantee" platform which is bringing
a professional rent guarantor product to the UK residential lettings market
for the first time, supported by an underwriting relationship with Aviva and
a fast-growing partner network. This is a business model that is well proven
in the USA and most of Europe but had never caught on in the UK. We believe
this may be about to change. The thesis is that the UK rental market is
belatedly moving toward structures that are commonplace elsewhere:
professionalised risk transfer and underwriting.
Our investment case has been driven by a very specific structural catalyst:
the Renters' Rights Act 2025, which begins taking effect from 1 May
2026 and materially changes how landlords and agents can manage tenant risk.
In particular, the new regime limits/blocks the practice of taking large
rent-upfront payments (a common substitute for guarantors in the UK), while
also changing eviction economics and landlord behaviour. In short, this is
one of those opportunities where regulation can create a market rather than
merely reshape an existing one.
Positioning-wise, RentGuarantor has moved quickly to embed itself across the
ecosystem. In Q4 2025, the Company added 103 new partners (letting agents,
charities, councils and universities), taking the partner network to 622, and
it reported 1,794 entities now accepting RentGuarantor products,
highlighting "marquee" agreements including JLL and Winkworth. That
distribution breadth matters: this is a scale game, and a platform business
gets more valuable as it becomes a standard option in agents' workflows.
The early operating momentum has been strong. In its FY25 trading update
RentGuarantor reported FY25 revenue of about £2.39m (up 88% YoY) driven
by 3,125 tenant contracts (up 85%). It also stepped-up marketing spend in
Q4 to take advantage of the regulatory window ahead of May 2026. Funding has
followed progress: Onward cornerstoned a £2.5m growth capital raise in
November at a large discount so that the company can potentially accelerate
growth and capitalise on its first mover advantage with increased sales and
marketing spend as well as targeting partnerships with landlord estates;
potentially winning hundreds of tenants at a time rather than one-by-one as
landlords adopt RentGuarantor for their estates.
From Onward's perspective, this has rapidly transitioned from "interesting
nursery" to "meaningful holding." At 31 December 2025, RentGuarantor was
a top-10 position at 6.6% of the portfolio (£2.80m), and the shares
up +79% in Q4 on "numerous partnerships signed."
The thesis is straightforward: if RentGuarantor can keep converting regulatory
change into partner adoption and repeatable unit economics, the operating
leverage at scale can be substantial-exactly the kind of asymmetric platform
outcome the portfolio is built to capture. 'TheGuarantors' in the USA has
recently put itself up for sale for $500m; approximately 3x sales. Onward's
investment into RGG was at a market cap of c.£15m. The shares have been on a
very strong run so one to watch and see how much further the business can
execute - as a platform business the economics can be very attractive at
scale, which the company must now try and deliver.
Likewise Group Plc (LIKE LN) - Date of First Investment October 2024 - +4.3%
IRR as at 31 December 2025
Likewise Flooring (Likewise Group PLC) is a major UK trade flooring
distributor, supplying everything from high-end residential carpets to
commercial flooring solutions - vinyl, laminate, adhesive, underlay, tiles,
matting. They support trade professionals via credit accounts, ordering
platforms, technical assistance, demos, and swift logistics from regional
hubs. Likewise has been outperforming its competitors in the UK flooring
distribution sector due to a combination of strategic, operational, and
cultural advantages. This has delivered a purple patch of market
outperformance and share gains over the past two years which have coincided
with the breakeven and operational gearing point of the business. This is why
we have decided now is the time to materially upweight our initial nursery
position which was bought at 14p in 2024. This was executed in August 2025.
We believe that Likewise's key competitive advantages will drive top line
outperformance married with tight control of costs to drive a material
increase in profit margins from operational gearing. These identified
advantages include experienced leadership. CEO Tony Brewer and multiple
directors are industry veterans with decades of experience, particularly from
Headlam Group where they grew the share price from 50p to over 500p twice
(2000-07, 2009-15). It is notable that Headlam has been declining since Tony
left in 2016 when it was a £500m company - recently Likewise's market value
was greater than Headlam's for the first time. Such proven leadership is vital
for acquisition integration, logistics scaling, and customer service
execution.
Secondly, as a NewCo, the business benefits from efficient, modern logistics
infrastructure; a Nationwide network of regional depots (e.g. Birmingham,
Glasgow, Derby, Ivybridge) providing fast, next-day service. These depots
contain recent capital investments in high-capacity warehousing and cutting
lines, funded at the IPO as sunk costs, which Onward can now benefit from.
Finally, the business has strong financial discipline which makes for a stark
contrast to the balance sheets at Headlam and Victoria. Tony Brewer maintains
a lean cost base - his CEO's desk is on the cutting room floor in the Midlands
warehouse - with growing operating profit and positive cash flow. The net cash
position supports growth investment (e.g. depots, systems, staff share
schemes) and has allowed the company to initiate a share buyback program,
signalling confidence and shareholder alignment. After a period of strong
performance earlier in the year, the position suffered in Q4 as the company
cited an economic slowdown since the summer and the shares fell. Likewise
ended the year at 6.4% of the portfolio (£2.72m) with 3.3% total return.
Our underlying view is that this is precisely the kind of business where
operating leverage works both ways - and whilst painful, the same impacts will
be felt much more acutely at Likewise's loss making and heavily indebted
rivals, whose downfall is a key part of our competitive dynamics investment
thesis with Likewise. This may accelerate the long-term opportunity set which
lies in leadership quality, market share gains, and scale economics once end
market volumes recover. The near-term question is the pace of that recovery,
not the credibility of the operator.
Synectics plc (SNX LN) - Date of first investment September 2024 - -10.8% IRR
as at 31 December 2025
Synectics plc ("SNX") is a leader in Advanced Security and Surveillance
Systems. Its expertise is in providing solutions for specific markets where
security and surveillance are critical to operations. SNXs' core IP comprises
an open-architecture, proprietary 'Synergy' software combined with specialist
'COEX' cameras, delivering highly technical, tailored solutions to a
high-profile and blue-chip global customer base in markets including Gambling,
Oil & Gas, Infrastructure and Transport. It holds best-in-class and market
leading positions in some of these sectors which, we believe, makes it a
potential strategic asset.
The business used the pandemic to transform its strategy and focus on
operations, and this is now starting to bear fruit in the form of contract
wins. It was this earnings transformation that some of our screening systems
were flagging. Anecdotally, the business has transformed over the past 15
years from one with seven employees in hardware and one software developer, to
50 in software, two in hardware and much higher margins. Over the last 10
years, the Synergy command and control technology platform has become a key
driver to SNX both winning and retaining customers as well as improving
margins, primarily in systems but also indirectly in security. Synergy is
(according to customers and former employees we have spoken to) a
user-friendly command and control platform with good flexibility,
expandability, and resilience that is 'world leading'. Contract wins such as
Marina Bay Sands speak to this.
The mission critical nature of SNXs' products makes this an interesting
business to consider for investment now that the turnaround is completed. Two
crucial aspects of the Synergy platform are that it increases customer
retention stickiness by integrating into their operations but also generates a
higher blended margin than a typical hardware only surveillance and security
company.
We were able to acquire this world-leading, customer retentive, high-margin
business on a sub 10x price/earnings multiple through the second half of 2024,
another great example of 'gems amongst the rubble'. The business is now
throwing off large amounts of excess cash and there is optionality around the
hardware division that offers the potential either for material capital
returns to shareholders or to supplement capital growth at the company. We now
look to new Chair, Bob Holt, and recently appointed CEO, Amanda Larnder, to
maximise extraction of the material earning opportunities facing the business,
including data centres in the UK and new Casino openings around the world,
particularly the UAE and Far East. The company delivered a record year for
FY25, but is seeing capital project slowdown across the sectors in 2026
leading to a likely more modest set of near-term numbers for the business
whilst the new CEO beds in the new strategy. This left Synectics ending up as
the largest performance detractor last year despite a very strong operating
performance - around half the market cap is net cash at a share price of 190p
and we model our own current year estimates that calculate the business is
likely trading on an EV/EBIDTA of around 3 to 4x.
Transense Technologies plc (TRT LN) - Date of first investment June 2023 -
+12.6% IRR as at 31 December 2025
Transense Technologies plc ("TRT") is a very different business, but we
believe it is another example of a small UK company quietly working up
great prospects for growth. It is fair to say the business has had a checkered
history of 'jam tomorrow' as a listed business, with a series of false dawns
leading to cash consumption, funding requirements and shareholder value
destruction. However, our screens and subsequent due diligence have uncovered
that over the past few years, prospects and crucially profits have tangibly
changed, and that this success is partly obscured by perceptions from the
past. The business has three core market leading technologies at various
stages of execution and a valuation of £13m at the point of investment. In
2019 the first of these, iTrack, became profitable through a 10-year royalty
deal with Bridgestone that is 100% profit margin, and has as we modelled,
peaked at around £3m per annum. This deal, led by the now Executive
Chairman Nigel Rogers, has been crucial as it has provided the group with
visible long-term profits that have allowed development of its other two
exciting technologies - Translogik and Surface Acoustic Wave ("SAW") sensors.
Translogik provides tyre wear monitoring equipment to fleet managers and
revenues have more than doubled since 2020 when the new team started to deploy
time and effort into the opportunity using iTrack profits. The technology
generates a gross margin in excess of 50% for the group and we expect that
under the recently appointed Managing Director, Ryan Maughan, revenues can at
least double again in the next few years, if not more. Progress is slightly
behind in this division versus where we had hoped given it was the simpler and
more established of the two technologies. Personnel issues at TRT (poor sales
hire) combined with slowdown in capex cycles at the tyre majors resulted in a
muted 12-months, though prospects now look more exciting following the
appointment of a new head of sales.
Lastly, the patent protected SAW technology, which is the least progressed but
with the largest potential for earnings contribution, has accelerated its
headway in some of the highest barrier to entry markets - US defence and
high-performance motorsport - and is now forming a beach head in the exciting
robotics market. SAW is garnering industry and investor interest because of
its ability to provide more specific and consistent torque readings in
high-intensity and adverse operating environments. The team are targeting
opportunities in the industrial, electric drivetrain and aerospace sectors and
we are monitoring progress closely following early successes with McLaren
and GE aviation. The two major pieces of work won last year appear to be
progressing well; Protean's in-wheel motors have recently been designed into
the new Renault 5, and the "LANDOne" landing gear program with Airbus, which
was a little more speculative as it was a new use case for SAW, is stated to
be working well and we think has the potential to lead to other prototype use
cases within Airbus.
It is fair to say that the numbers have remained small, SAW has seen some
accelerating and broadening growth but a breakout moment of a designed-in
production order has not quite landed, which we had modelled for by now.
Pipeline commentary implies that this moment has come close but we must now
work with the company to increase the chances of success as we work through
the third year of our thesis.
Pebble Beach Systems plc (PEB LN) - Date of first investment September 2024 -
+117.2% IRR as at 31 December 2025
Pebble Beach finished 2025 as a 5.4% (£2.29m) position within the portfolio,
powered by an 84.6% total return. Pebble Beach Systems is a specialist
broadcast and streaming software business focused on playout automation and
integrated channel solutions. Our investment in Pebble Beach Systems is a good
example of how Onward captures asymmetric upside by buying a business with
durable, "annuity-like" recurring revenues at a valuation that already
discounts a lot of bad news-while engaging hard on the uses of cash and the
path to higher shareholder returns. In our June 2025 factsheet we described
Pebble explicitly as a "cigar butt" style opportunity, screening as >20%
free cash flow yield and c. 3.4x EBITDA, with a c. 30% EBITDA margin and
long-standing relationships with major customers including Amazon Prime, Al
Jazeera and NVIDIA.
The key development has been a strategic pivot away from heavy PRIMA platform
investment and toward a simplified, lower-capex, lower-cost model. We were
delighted that the board addressed our questions on cash deployment and
communicated a "higher shareholder returns mindset" now that the PRIMA
investment phase is complete. From the company's side, Pebble announced (Jan
2025) that it would scale back specific PRIMA R&D while refocusing on core
broadcast capabilities, explicitly framing the benefit as more financial
flexibility-debt paydown, selective M&A, and potentially improved
shareholder returns.
Execution has followed. In its July 2025 H1 trading update, Pebble reported
that the cost actions (reduced overheads/R&D) delivered a "step change" in
profitability, with management expecting FY25 and FY26 profitability
materially ahead of market guidance, alongside £6.5m H1 order intake and
improving cash generation and debt reduction. The August 2025 half-year report
reinforced the operational momentum (H1 revenue £5.9m, adjusted EBITDA
£2.0m, EBITDA margin 33%, net debt £3.4m). Reflecting these upgrades,
Pebble was a major Q3 performer (+77.8%) as "large upgrades" came through. We
also note supportive insider signalling: in December 2025 the non-exec chair
bought shares in the market.
This position was one of the meaningful contributors to Q4 performance as
operational progress translated into market recognition. As ever, the next leg
depends on execution - but the year has reinforced the value of owning
businesses where incremental progress can create a nonlinear share price
response when valuations are low and liquidity thin. It was very encouraging
to see an ahead of expectations trading update at the end of January with a
noticeably upbeat outlook on the company's potential, followed by an exciting
contract win with a global tier 1 streaming platform, which we believe has a
high probability of growing into more work.
Light Science Technologies plc (LST LN) - Date of first investment May 2025 -
+133.5% IRR as at 31 December 2025
Light Science Technologies entered the nursery as our confidence grew in the
emerging potential of one its three operating divisions: Injecta Fire Barrier.
Our screening system picked up a flurry of earnings momentum in the group last
year which turned out to be some meaningful contracts with high-rise real
estate owners to deploy the InjectaClad foam barrier as a much lower cost
alternative to complete cladding remediation. Despite being a lower cost
solution, LST is still able to generate highly attractive gross margins on
installation which offer material operational gearing potential to the Light
Science Technologies group P&L. InjectaClad is the world's first
remediation system for missing and/or defective cavity fire barriers to be
retrospectively installed using a pumped system, alleviating the need for full
scale façade removal. Our thesis is that deployment of this product could
ramp up dramatically as the value proposition to customers is so strong and
the addressable market so large. We were therefore further encouraged by the
recent announcement that "following strenuous independent testing, the
Injectaclad fire-resistant graphite barrier system, which is installed by the
Company's Passive Fire Protection ("PFP") division, has been proven to have a
50-year lifespan - versus an industry barrier system average of c.15 years."
We are actively lobbying the company to expand along the value chain given the
opportunity on offer. This is one of the names that reflects the Company's
willingness to fish where others are not looking - smaller, specialist, and
capable of outsized moves when execution and sentiment align. The emphasis
going into 2026 is on operational delivery and ensuring that share price
performance is eventually anchored to fundamentals rather than simply relief
rallies - we had invested at a market capitalisation of less than £10m that
assigned no value to the opportunity in cladding. Light Science ended 2025 at
4.4% (£1.87m) of the portfolio with 71.7% total return.
Alumasc plc (ALU LN) - Date of first investment May 2023 - +7.7% IRR as at 31
December 2025
Alumasc is a building products company split across three divisions: Water
Management, Timloc (housebuilding products), and Building Envelope (roofing).
Whilst there are limited synergies between the three, Timloc and Water
management are both designers and manufacturers of building products, whereas
roofing is more akin to distribution and assembly. There is a wide spread of
quality of model and leadership across the three with a margin spread from 12%
to 23%. We believe Water and Timloc are much higher quality than roofing and
this is numerically backed up in the margins and industry referencing.
Our screening system picked up that the group had been producing improving,
sector leading margins since COVID, and that these were creating a very
attractive Cash Flow Return on Assets versus the company's own history and
peers. Whilst this is partly due to disposals of weaker assets, the more
intriguing driver we uncovered was that some of the group's brands were
demonstrating an ability to pass on cost pressures. Further work has revealed
that this is because Alumasc's products are often specified by architects
giving them at times almost monopolistic pricing power where their products
are required. This is of course immensely attractive, especially when
purchased on a single digit P/E multiple.
Having disposed of 6 operating assets in the past 8 years, the group has a
much more focused product set and strategy to consolidate their strong market
positions in Water Management and building products where margins are most
attractive. We believe that self-funded bolt-on acquisitions can combine with
increased R&D and an international sales team to drive market share
further over the coming years in what should become a recovery period for
construction activity.
These market positions and associated brands such as Gattic, Timloc, Harmer
and Wade often attract interest from strategic buyers if they trade on single
digit multiples for too long.
Alumasc finished 2025 at 4.3% (£1.82m) of the portfolio, with 7.3% total
return. The Company flagged a profit warning and cited a weak UK
construction PMI reading (39.4) as part of the backdrop. We also noted that
management moved early to cut costs, and that the EPS impact was comparatively
contained versus what is implied across the broader sector, with the share
price reaction pulling the valuation back into the single‑digit P/E "club."
The Alumasc thesis remains that quality brands with pricing power can emerge
from cyclical slowdowns with their long‑term economics intact - and that the
market often over‑penalizes them at precisely the time when strategic
interest is most likely to surface. The Timloc division increasingly looks
like an absolute gem of a business given its mid-20s operating margins and
significant relative outperformance at the turnover level in recent years,
implying large market share gains ahead of any possible housing market
recovery.
Outlook
2025 did not deliver a gentle return to "normal" but it offered evidence that
the UK small cap market can still generate good outcomes for investors in a
world where capital is scarce and sentiment is fickle. A return of capital
markets activity, recovering indices and ongoing takeovers of UK companies at
healthy premiums imply that 2026 may finally offer more normalised returns for
UK investors. The Company ended the year at new highs, with +11.1% NAV total
return in FY25, and +50.2% NAV total return since launch and for the first
time in a while we have a short-term outlook to match - a long way from the
mood music that has blighted UK smaller companies for five years in what has
been one of the toughest bear markets in a generation.
The Base Rate has moved down to 3.75% with scope for further cuts, inflation
has continued to cool, and the UK's "cost of capital" headwind is at least
less violent than it was. That matters because it changes the maths for
borrowers, politicians, refinancers, acquirers, and ultimately for equity
valuations. We anticipate a series of interest rate cuts this year to take
rates to or below 3% by the end of 2026 as inflation cools quicker than
current models expect.
Source: Bloomberg data as at 11 02 2026
Onward Opportunities' branding incorporates a Snow Leopard - a 'crepuscular'
creature, most active at dawn and dusk. For three years we have been very much
in a dusk mentality, UK equities have felt tired and forgotten about. The mood
has been dark. Having used these conditions to harvest overlooked value when
most investors had given up, we are starting to ponder how returns might look
if the outlook brightens. If the recent return of primary capital markets
activity, tentative UK index recoveries and smatterings of inflows at select
funds, including Onward, mark the break of dawn after one of the longest bear
markets in UK equities for 50 years, what might be the earnings and re-rating
potential for many of our holdings? History tells us some of the best vintages
for smaller company investors are captured in such conditions. Timing is
everything.
Ever Onwards,
Laurence Hulse
Founder and Lead Fund Manager
Investment Objective and Policy
Investment objective
The Company was incorporated with limited liability in Guernsey under The
Companies (Guernsey) Law, 2008 (the "Companies Law") on 31 January 2023 as a
non-cellular (closed-ended) company limited by shares. The Company's
investment objective is to generate risk-adjusted absolute returns for
shareholders through investments in UK smaller companies. Returns are expected
to be principally derived from capital growth over a target three to five-year
holding period with an appropriate diversification of investment risk.
Investment policy
The Company seeks to achieve its investment objective by investing primarily
in equity and equity-related securities of UK smaller companies that are
predominantly listed or admitted to trading on markets operated by the London
Stock Exchange, and where it is considered that there is a material potential
valuation upside that can be delivered from catalysing strategic, operational
or management initiatives.
In order to ensure that the Company is able to maintain its approach of active
engagement with investee companies, and to encourage and support value
creation, the Company will typically target meaningful minority stakes in
investee companies of between 5% and 25% of the issued share capital.
Whilst the Company has no limitation on the size of the companies in which it
can invest, the Company typically expects to invest in companies with market
capitalisations of no more than £250 million (with particular focus on those
below £100 million) at the time of investment. The Company will therefore
focus on investments in the 'micro' smaller companies sector and on companies
admitted to trading on AIM.
Investee companies will typically have certain of the following
characteristics:
· balance sheet asset backing;
· a competitive advantage and/or strong management track record;
· attractive cash flow potential;
· visibility of earnings/future earnings improvement;
· potential for liquidity and/or exit in line with the Company's
targeted hold period;
· scope for an active shareholder to trigger value creation; and/or
· foreseeable events and catalysts to unlock intrinsic value.
Investments may be either direct investments made by the Company, or indirect
investments made by the Company through similar funds or investment vehicles.
The Company may make its investments for cash or for share consideration.
Although investments will not be restricted to specific sectors, the Company
does not expect to pursue or make investments into companies in the
biotechnology sector or in companies directly involved in extractive
industries (such as mining or oil and gas).
Whilst the Company will initially seek to take minority stakes in investee
companies of between 5% and 25% and will not typically seek to take majority
positions in investee companies, it will not be restricted from taking a
majority position if considered appropriate by the Portfolio Manager.
The Company's portfolio is expected to be relatively concentrated, with a
typical investment being between 2% and 10% of Net Asset Value at the time of
investment. This is expected over time to result in a portfolio of
approximately 10 to 15 high conviction investments and a further 5 to 10
smaller portfolio holdings, in companies operating in a number of industries
and geographic locations.
Whilst the Company will target an investment holding period of three to five
years, actual holding periods and exit strategies will depend on the
underlying investment, the availability of exit opportunities and the size of
the Company's investment. The Company may therefore dispose of investments
outside of the target timeframe should an appropriate opportunity arise.
The Company may hold cash in its portfolio from time to time to maintain
investment flexibility. There is no limit on the amount of cash which may be
held by the Company at any time.
Investment restrictions
The Company will observe the following investment restrictions:
· the maximum investment in any single investee company will be no
more than 15% of Net Asset Value at the time of investment;
· no more than 10% of Gross Asset Value at the time of investment
will be invested in securities listed or quoted on listing venues other than
markets operated by the London Stock Exchange (without the explicit written
consent of the Board);
· no more than 25% of Gross Asset Value at the time of
investment(s) will be in unquoted securities including, inter alia, in
unlisted shares or other unlisted instruments such as convertible loan notes
issued by quoted companies, rights, options, warrants, bonds and notes; and
· no more than 20% in aggregate, of the Gross Asset Value at the
time of investment will be in other listed closed-ended investment funds.
Corporate Governance Statement
The Company is listed on AIM and is a member of the Association of Investment
Companies (AIC).
The Board has considered the principles and provisions of The AIC Corporate
Governance Code ("AIC Code"). The AIC Code addresses the principles and
provisions set out in the UK Corporate Governance Code (the "UK Code") as well
as setting out additional provisions on issues that are of specific relevance
to the Company.
The Board considers that reporting against the principles and provisions of
the AIC Code, which has been endorsed by the Financial Reporting Council and
the Guernsey Financial Services Commission ("GFSC"), provides the most
relevant information to shareholders. The Directors recognise the importance
of sound corporate governance, and the Directors observe the requirements of
the AIC Code so far as is practicable.
The AIC Code is available on the AIC website (www.theaic.co.uk). It Includes
an explanation of how the AIC Code adapts the principles and provisions set
out in the UK Code to make them relevant for investment companies.
The GFSC Financial Sector Code of Corporate Governance (the "GFSC Code") also
applies to the Company. The GFSC has stated in the GFSC Code that companies
which report against the UK Code or the AIC Code are deemed to meet the
requirements of the GFSC Code and need take no further action. Accordingly, as
the Company will report against the AIC Code, it will be deemed to meet the
requirements of the GFSC Code.
The Company has complied throughout the accounting period with the relevant
provisions contained within the AIC Code, except provisions relating to:
· the appointment of a senior independent director (provision 14);
· the establishment of a nomination committee (provision 22); and
· the establishment of a remuneration committee (provisions 37, 38
and 42)
The Board considers that provisions 37, 38 and 42 are not relevant to the
Company as the Board is fully comprised of independent, non-executive
Directors and the Company has no direct employees. Given the size and nature
of the Company, it has not been considered necessary to establish a nomination
committee or a remuneration committee at this stage in the Company's
lifecycle. Instead, the Board as a whole undertakes the functions of
remuneration and nomination committees. The Chairman of the Company does not
participate in discussions relating to his own remuneration nor would he be
involved in discussions regarding his successor.
As set out on page 49, the Board has established an Audit and Risk Committee
and a Management Engagement Committee. These committees undertake specific
activities through delegated authority from the Board. Terms of reference for
each committee have been adopted and are reviewed on a regular basis by the
Board.
Key Governance Disclosures
Section 172(1) Statement
Through adopting the AIC Code, the Board acknowledges its duty to apply and
demonstrate compliance with section 172 of the UK Companies Act 2006 3
(#_ftn3) and to act in a way that promotes the success of the Company for the
benefit of its Shareholders as a whole, having regard to (amongst other
things):
a) consequences of any decision in the long-term;
b) the need to foster business relationships with suppliers, customers
and others;
c) impact on community and environment;
d) maintaining reputation; and
e) acting fairly as between members of the Company.
The Board considers its duties under section 172 to be integrated within the
Company's culture and values. The Company's culture is one of respect for the
opinions of stakeholders, with an aim of carrying out its operations in a fair
and sustainable manner that is both instrumental to the Company's long-term
success and upholds the Company's ethical values. The Board encourages
diversity of thought and opinion and would like to encourage stakeholders to
engage freely with the Board of Directors on matters that are of concern to
them. Stakeholders may contact the Company via the Company's dedicated e-mail
address onwardopportunities@nsm.group or by post via the Company Secretary on
any matters that they wish to discuss with the Board of Directors.
The Company does not currently have a formal diversity policy, however, the
Board intends to consider this further during the current financial year. This
is a function of the fact that the Company's remunerated officers are limited
to the directors. The composition and effectiveness of the Board is internally
assessed on an annual basis. The periodic rotation or retirement of directors
is a trigger event which initiates a formal search and selection process. This
prioritises professional experience relevant to the needs of the Company over
other more subjective factors which do not lend themselves to formal
assessment and testing. Whilst the Company does not therefore have any policy
of positive discrimination in relation to age, gender or race, the Company
does recognise the value that different perspectives and outlooks can bring to
the quality of decision making. Accordingly, whilst remaining focused on
merit-based appointments, the Board encourages and seeks to identify
candidates who can also enhance the diversity of its composition. However,
the Board intends to consider a formal policy during the current financial
year.
The Board has continued to work closely with its service providers during 2025
in order to support the maintenance of high standards of service. As part of
its annual review process, the Management Engagement Committee enquires about
any incidents, breaches or other occurrences within its service providers that
might create a reputational risk or other negative consequences for the
Company. Further details relating to the service providers can be found within
the Directors' Report.
The Board considers that there is a very low risk of modern slavery or human
trafficking associated with the Company's activities, given it has no
employees, premises, manufacturing or other physical operations. Its suppliers
are professional services providers, most of whom are regulated and none of
whom operate in jurisdictions that have a poor record on modern slavery or
human trafficking. The Company is an externally managed investment company,
has no employees, and as such is operationally quite simple.
The Board does not believe that the Company has any material stakeholders
other than those set out in the following table.
Investors Service providers Community and environment
Issues that matter to them
Performance of the shares Reputation of the Company Compliance with applicable laws and regulation
Growth of the Company Compliance with applicable laws and regulation Impact of the Company and its activities on third parties
Liquidity of the shares Remuneration
Corporate Governance
Engagement process
Annual General Meeting The main service providers engage with the Board in formal quarterly meetings, Adherence to principles of appropriate ESG policies exists at both Company and
giving them direct input to Board discussions investment level
Ad hoc investor events and presentations
Communication between the Board and service providers also occurs informally
on an ongoing basis during the year
Frequent meetings with investors by brokers and the Portfolio Manager and
subsequent reports to the Board
Quarterly factsheets
Key Information Document
Rationale and example outcomes
The Board has engaged with shareholders in relation to the Company's business The Company relies on service providers as it has no systems or employees of The Portfolio Manager works to ensure that sustainability and ESG factors are
over the course of the year its own carefully considered and reflected in the Company's investment decisions
The Board seeks to act fairly and transparently with all service providers, The Board of Directors travel as infrequently as possible and instead
and this includes such aspects as prompt payment of invoices communicate, where they are able to, by video and conference call
Going Concern Statement
The Going Concern Statement is made on page 41.
Long-Term Viability Statement
The Long-Term Viability Statement is made on pages 41 - 42.
Fair, Balanced and Understandable Statement
The annual report and accounts taken as a whole are considered by the Board to
be fair, balanced and understandable and provide the information necessary for
shareholders to assess the Company's performance, business model and strategy.
Further information on how this conclusion was reached can be found within the
Audit and Risk Committee Report.
Continuing Appointment of the Portfolio Manager
Further details relating to the continuing appointment of the Portfolio
Manager and how this is in the interests of shareholders as a whole can be
found within the Directors' Report.
Assessment of Principal and Emerging Risks
The Board has undertaken a robust assessment of the Company's principal risks,
together with the procedures that are in place to identify emerging risks.
Further information on this assessment and an explanation on how these risks
are being mitigated and managed can be found on pages 43 - 45.
Review of Risk Management and Internal Control
The Audit and Risk Committee is responsible for ensuring that the financial
performance of the Company is properly reported and monitored and follows the
Financial Reporting Council's Audit Committees and the External Audit: Minimum
Standard.
The Audit and Risk Committee reviews the Company's annual and interim
accounts, the accounting policies of the Company and key areas of accounting
judgment, management information statements, financial announcements, the
Company's risk management and internal control framework and the continuing
appointment of auditors. It also monitors the whistle blowing policy and
procedures over fraud and bribery of the Administrator.
The Audit and Risk Committee is currently consulting with Global Fund
Management Services Limited ("GFM" or the "AIFM"), who were appointed on 3 May
2025, in connection with the requirements of provision 34 of the AIC Code that
became effective for accounting periods beginning on or after 1 January 2026
in order to be able to ensure compliance with this provision by the 31
December 2026 reporting date.
Due to its size, structure and the nature of its activities, the Company does
not have an internal audit function. The Audit and Risk Committee will
continue to keep this matter under annual review.
The Board is ultimately responsible for the Company's system of internal
controls and for reviewing its effectiveness. The Board has developed a
framework that is designed to manage, rather than to eliminate, the risk of
failure to achieve the Company's business objectives. The framework involves
identifying sources of risk, the potential significance (financial and
operational) of any risk impacts, and the associated controls in place to
identify, pre-empt and mitigate those potential impacts. This is documented in
a Business Risk Assessment which is considered at least annually by the Board.
The framework is discussed with the Portfolio Manager, and members of the
Management Engagement Committee conduct a detailed meeting with the Portfolio
Manager to review the effectiveness of controls and any breaches / errors that
have occurred since the last inspection visit. Any such control failures are
also recorded on an exceptions basis and reported at quarterly Board meetings
or in real time if sufficiently significant. No significant failings or
weaknesses have been identified to date. These processes ensure an at least
annual review of the Company's system of internal controls, including
financial, operational, compliance and risk management. The system can only
provide reasonable and not absolute assurance against material misstatements.
The Board has delegated the management of the Company's investment portfolio,
the provision of custody services, the administration (including the
independent calculation of the Company's NAV), share registration, corporate
secretarial functions and the production of the half-yearly and annual
independently audited financial reports. The Board retains accountability for
the functions it delegates. Formal contractual arrangements have been put in
place between the Company and the providers of these services. Compliance
reports are provided by the Company's Compliance Officer at each quarterly
Board meeting. The Board considers that its internal control processes meet
current industry best practice.
Regulatory Compliance
The Company keeps abreast of regulatory and statutory changes and responds
appropriately. The Board continues to take advice on Alternative Investment
Fund Managers Directive ("AIFMD") from external professional advisers and to
implement necessary measures to ensure compliance with relevant requirements
of the AIFMD Regulations. The AIFM is also a resource relied upon by the Board
in this regard. Although the majority of the obligations associated with AIFMD
are applicable to the AIFM, the Board is satisfied that the Company as an
Alternative Investment Fund ("AIF") complies fully with its relevant
obligations under the AIFMD and the UK's AIFMD Regulations 2013. Key
Information Documents ("KIDs") have been updated in accordance with the EU's
Packaged Retail and Insurance-based Investment Products Regulations ("PRIIPs")
and the UK's amended version thereof and are available at
https://onwardopportunities.co.uk/wp-content/uploads/2025/07/2020507-Onward-Opps-UK-KID-Final-for-release.pdf
Board Members
The Board is responsible for the determination of the Company's investment
objective and investing policy and has overall responsibility for the
Company's activities including the review of investment activity and
performance and the control and supervision of the AIFM, the Portfolio Manager
and the other service providers.
The Directors meet at least four times a year, and at such other times as may
be required. The Directors (including the Chairman) are all independent
non-executive directors. Given the size of the Board, it has not been
considered necessary to appoint a senior independent director at this stage in
the Company's lifecycle.
The Board has been assembled to ensure that the Company has the appropriate
breadth of skills and experience in order to ensure that it can be governed
effectively and comprises the following persons:
Director Biographies
Andrew Henton (Independent Non-Executive Chairman)
Andrew graduated from Oxford University in 1991 and subsequently qualified as
a Chartered Accountant with PricewaterhouseCoopers in London, specialising as
a corporate tax consultant. He spent eight years working in the City as a
corporate finance advisor with HSBC Investment Bank and as a principal of the
Baring English Growth Fund, a private equity fund focussed on mid-market
transactions sponsored by ING Barings. In 2002 Andrew was relocated to
Guernsey by Close Brothers Group plc to take responsibility for integrating
and reorganising a number of regulated banking, custody, asset management and
fiduciary administration businesses that the bank had acquired in Jersey,
Guernsey and Isle of Man.
He was Head of Offshore Businesses for Close until the division he managed was
sold in 2011. Thereafter he chose to remain in Guernsey and to work with a
portfolio of companies as a non-executive director. He has wide board
experience of both regulated and non-regulated businesses (including listed
funds and venture backed companies) in both executive and non-executive
capacities. Andrew is British and resident in Guernsey.
Susan Norman (Independent Non-Executive Director)
Susan has over 25 years of boardroom experience formerly in company
secretarial roles and most recently through non-executive director roles
across a wide range of companies in multiple jurisdictions. Susan started her
career within the private banking and fund of hedge funds sectors and now runs
her own consultancy business providing company secretarial, governance and
independent directorship services to a broad range of clients across various
jurisdictions. Susan's board experience covers public and private equity
investment companies, family offices, venture capital, real estate investment
companies and impact investment funds, amongst others.
Susan holds an LLB (Hons) degree in Scots Law from the University of
Strathclyde. She is a Fellow of the Chartered Governance Institute, holds the
Institute of Directors' Diploma in Company Direction and has completed
Cambridge University's Business and Sustainability Leadership Programme.
Henry Freeman (Independent Non-Executive Director, Chair of Management
Engagement Committee)
Henry is an investment professional with over 27 years of investment decision
making and over 12 years of Board experience. During his executive career as
an investment manager with Lloyds Private Banking/Hill Samuel and Forsyth
Partners, and then an investment banker with Liberum (now Panmure Liberum) and
Investec Bank, Henry managed institutional and private client funds, investing
across equities, investment trusts and alternative investments; and advised
London-listed investment companies and funds on strategy, structuring, IPOs
and M&A. Henry has also built technology and investment businesses and sat
on UK parliamentary policy groups and Downing Street roundtables for fintech
and social finance. Henry was a founding member of Innovate Finance.
In addition to Onward Opportunities, Henry sits on a number of commercial fund
and investment company boards, as well as the Crown Dependency of Guernsey's
sovereign wealth and pension funds. He is proud to have established the GIFA
Schools Investment Challenge, encouraging financial literacy and investment
education among young people. Henry holds the Institute of Directors' Diploma
in Company Direction.
Luke Allen (Independent Non-Executive Director, Chair of Audit and Risk
Committee)
Luke is an independent non-executive director with over 30 years' experience
working in the financial services sector, the majority of which have been
spent in the investment funds industry. Until December 2019 he was the chief
executive and managing director of Man Group plc's Guernsey office, which
serviced an extensive range of hedge funds and funds of hedge funds. His
primary role was to lead Man Group's operations in Guernsey, chairing the
local management company boards, setting strategy and ensuring effective risk
management, outsourced service provider oversight, and compliance with laws
and regulations. He has over 15 years' experience (in both an executive and
independent non-executive capacity) of working with, and sitting on the boards
of, a wide range of fund and management company structures across various
asset classes and international jurisdictions.
He is a chartered accountant (ICAEW) and, prior to running Man Group's
Guernsey office, he headed up their fund financial reporting and liquidations
team, with responsibility for the production of fund financial statements and
for fund terminations across their entire product range. He has completed the
Institute of Directors' Diploma in Company Direction and is the holder of a
personal fiduciary licence issued by the Guernsey Financial Services
Commission.
Public Company Directorships
The following details are of all other public company directorships and
employment held by each Director and shared directorships of any commercial
company held by two or more Directors:
Andrew Henton
Pershing Square Holdings Limited
The Bank of NT Butterfield & Son Limited
Susan Norman
None to be disclosed
Henry Freeman
None to be disclosed
Luke Allen
Global Private Equity One Limited
Director Attendance
During the year ended 31 December 2025, the Board and Committee meetings held
and attended by the Directors were as follows:
Quarterly Audit and Risk Committee Meeting Management Engagement Committee Meetings Ad-hoc
Board Meeting Meetings
Director Attended/ Attended/ Attended/ Attended/
Eligible Eligible Eligible Eligible
Andrew Henton 4/4 3/3 1/1 12/12
Susan Norman 4/4 3/3 1/1 10/12
Henry Freeman 4/4 3/3 1/1 12/12
Luke Allen 4/4 3/3 1/1 10/12
Division of Responsibilities
A schedule of matters reserved for the Board is maintained by the Company and
can be summarised as follows:
· Strategic Issues;
· Financial Items such as approval of the annual
and half-yearly reports and any preliminary announcement of the final results
and the annual report and accounts including the corporate governance
statement;
· Legal, Administration and Other Benefits;
· Communications with Shareholders;
· Board Appointments and Arrangements;
· Miscellaneous such as to approve the appointments
of professional advisers for any Group company in addition to the Company's
Auditor;
· Monetary Limits and payment approvals.
The Directors have also delegated certain functions to other parties such as
the Portfolio Manager, the Administrator, the Company Secretary, the Custodian
and the Registrar. In particular, the Portfolio Manager has been granted
discretion over the management of the investments comprising the Company's
portfolio.
The Portfolio Manager reports to the Board on a regular basis both outside of
and during quarterly Board and Committee meetings, where the operating and
financial performance of the portfolio, together with valuations, are
discussed at length between the Board and the Portfolio Manager. The Directors
have responsibility for exercising supervision over the Portfolio Manager.
Board Committees
The Company has established an Audit and Risk Committee and a Management
Engagement Committee (together the "Committees"). The Terms of Reference for
each committee are available on the Company's website.
The Board believes that its established Committees are adequately composed,
and that each member has the necessary skills and experience to discharge
their duties effectively. The relevant committee and the actions carried out
by each committee since the previous quarterly Board meeting are reported at
each meeting to the Board by the respective committee chair. Each Committee
meeting is attended by the Company Secretary and minutes are kept, as well as
a schedule of the action points arising from each meeting.
The Audit and Risk Committee comprises all of the Directors and is chaired by
Luke Allen who is considered to have recent and relevant financial experience.
The Audit and Risk Committee meets at least twice a year. There are a number
of regular attendees at meetings of the Audit and Risk Committee, including
the Company's external auditor. A full report regarding the Audit and Risk
Committee's activities during the year can be found in the Audit and Risk
Committee Report on pages 53 - 58.
The Management Engagement Committee comprises all of the Directors and is
chaired by Henry Freeman. The Management Engagement Committee meets at least
once a year or more often, if required. Its principal duties are to consider
and review the management engagement terms on which each of the AIFM and the
Portfolio Manager is engaged. Those terms are reviewed by the Management
Engagement Committee annually, scrutinising and holding to account the
performance of each of the AIFM, the Portfolio Manager and other service
providers prior to the annual results announcement being released. Details of
the Management Engagement Committee's activities during the year can be found
on page 49.
Annual Review of Performance of Board, its Committees, the Chairman and
Individual Directors
Each year, the Company undertakes a performance evaluation of the Board and
its committees as a whole, as well as an appraisal of the Chairman and a
director's self-evaluation. The Board is committed to the evaluation
process, and the Chairman will recognise the strengths and address any
weaknesses that may arise. The Chairman will also consider, on an annual
basis, having an externally facilitated board performance review.
During the year, the evaluation was carried out by the full Board, with
support from the Company Secretary. The evaluation concluded that
performance remained adequate and professional and that there were no
corporate governance concerns to be addressed.
Investment Committee
The Investment Committee of the Company who served during the year are:
Laurence Hulse (Lead Fund Manager and Founder)
Laurence joined Dowgate Wealth in September 2022 as an Investment Director.
Laurence started his career at Gresham House in 2015, around the time of its
inception, and worked on a number of outperforming equity products as part of
a small team during that time. At the time of his departure from Gresham
House, he had co-managed or deputised on a number of equity funds; namely
Gresham House Strategic plc (now called Rockwood Strategic plc), Strategic
Public Equity Fund LP and Gresham House Smaller Companies Fund. He was awarded
both AAA and AA ratings by Citywire during this time and two of these
co-managed funds achieved FE '5-crown' ratings while he was part of the team
working on them. During his tenure, the company grew from a handful of
employees and less than £50m assets to over 200 employees and in excess of
£7.5 billion of assets. Gresham House was bid for by Searchlight Capital in
Q3 2023 for a value of c.£500m, generating a total return to Gresham House
Shareholders since the management buy-in in December 2014 of over 300%.
Laurence joined Dowgate to pursue a long-held ambition to build and manage an
investment vehicle tailored for HNWIs and Family Offices focused on special
situations in the UK, which perfectly aligns with the Dowgate ethos. The first
step of this ambition was achieved with the floatation of Onward Opportunities
in March 2023.
As an investor, Laurence strongly believes in creating value through change;
whether that be strategic, operational or personnel within a business -
particularly in small and micro-cap companies where the impacts of these
changes tend to be most tangible. He prides himself on working actively with
the Boards and Executive teams of investee companies to drive shareholder
value through the investment cycle. He holds a truly active approach to
investment management by applying private equity techniques to publicly listed
companies. His enthusiasm and drive have allowed him to successfully garner a
track record of outperformance and close industry network throughout his early
career in the City.
Career highlights for Laurence include when he was nominated for the rising
star of investment companies award in 2021 and the flotation of Onward
Opportunities, the investment vehicle he founded, on the London stock market
in 2023. This subsequently won the 2024 IPO of the Year award and was followed
by a nomination for Fund Manager of the Year 2024 at the illustrious plc
awards and winning The Best Use of AIM Award 2025. His biggest achievement
away from work was climbing Mount Kilimanjaro for charity at the age of 16. In
addition to his duties as Investment Director, Laurence loves cycling,
driving, and vintage cars.
Tom Teichman (Investment Committee)
Tom started his career at Willis Faber & Dumas and then William Brandt's
Sons & Co., becoming head of European merchant banking. Over the next 40
years he has sat on various credit and investment committees whilst working at
Bankers Trust Company, Credit Suisse, Finanz AG, Mitsubishi Finance
International, Bank of Montréal Nesbitt Thomson, NewMedia Investors, SPARK
Ventures (which he co-founded), The Garage Soho (which he co-founded) and
Gresham House Strategic, where he worked directly with Laurence Hulse. Tom was
personally, or through investment vehicles he established, a very early-stage
investor in MAID, Argonaut Games, ARC Risc Cores, lastminute.com,
mergermarket.com, System C, Notonthehighstreet.com, made.com,
moshimonsters.com, Kobalt Music Group and IMI Mobile.
He served on the boards of most of these companies, in some cases as chairman,
advising on growth, funding and exit strategy. Some of these eventually went
public or were acquired by major corporations, including The Financial Times
and Oracle, and/or achieved valuations of over £1 billion.
Tom has a B.Sc. (Econ.) Hons. from University College, London and was born in
Hungary. He has over 30 years' experience in venture capital and banking and
has chaired or been a member of several credit and investment committees
including the Gresham House Strategic Public Equity Investment Committee where
he worked directly with Laurence Hulse from its inception.
Jeremy McKeown (Investment Committee Member)
After obtaining an economics degree from Georgia State University, Jeremy
began his career as a trainee investment analyst at the South Yorkshire
Pension Fund in 1982. Over the following forty years, Jeremy worked on both
the buy and sell sides of the UK stock market, including with companies such
as Abbey Life, British Gas Pension Fund, Midland Bank, Charterhouse, Merril
Lynch, Investec, Liberum and Royal Bank of Canada. Jeremy obtained an MBA from
the City University Business School during this time. Jeremy built a
reputation for independent advice to institutional small and mid-cap investors
and worked on many equity capital market transactions. He led award-winning
teams at Charterhouse, Merrill Lynch and Investec. Since 2020 Jeremy has
worked as a consultant for a number of clients, including Dowgate and
Progressive Equity Research. Jeremy is passionate about understanding the
investment landscape from the macroeconomic backdrop to the entrepreneurs
capable of delivering exceptional returns. He started writing a blog during
the pandemic and launched a podcast series covering investment issues. Jeremy
is a non-executive director at Cranfield University spinout, Loxham Precision.
Mark Wharrier (Investment Committee Member)
Mark has been a professional equity investor for over thirty years and brings
deep expertise of the UK stock market. He began his career at Mercury Asset
Management in 1994, where he managed over £1bn of UK equity portfolios for
institutional clients.
In 2004, he co-founded NewSmith Asset Management with a team of colleagues,
focusing on UK equities for pension fund clients. The business was later
acquired by Man Group. Mark returned to BlackRock in 2013 as a Managing
Director, where he led the UK Equity Income franchise and managed an
investment trust. He subsequently held portfolio management roles at Troy
Asset Management and Majedie Asset Management, specialising in UK equity
income strategies.
Today, Mark remains an active investor in UK public equities. He also serves
as a director of several private businesses, is a Trustee of non-profit
organisations, and sits on the University of Durham Investment Committee. A
passionate advocate for the UK stock market, he recently launched a podcast
series featuring CEO interviews titled The Business Case. Mark holds a
degree in Economics, History, and Management from Durham University.
Jay Patel (Former Investment Committee Member)
Sadly, Jay passed away unexpectedly at 56 years of age in the second half of
the year.
Jay was the Vice President and General Manager of Cisco's Webex CPaaS
initiative and joined Cisco when the company he ran, IMImobile, was acquired
for US$730m in 2021. He helped start IMImobile PLC in 2003, as CEO led it to a
successful IPO in 2014 and then delivered its exit to Cisco.
Jay was an experienced technology executive with over 25 years' commercial
experience through operational, investment and advisory roles. He had a
successful career working with fast growth businesses and had served as both
an executive and non-executive director on the boards of both private and
public companies over the last 20 years.
Previously, Jay was a co-founder of venture capital firm Spark Ventures PLC
(an early-stage venture capital firm), where he led several successful
investments, restructurings and exits in the technology sector across digital
media and publishing, B2B software and B2C eCommerce. Jay had also worked in
corporate finance roles at UBS Warburg and BSkyB and qualified as a Chartered
Accountant with KPMG. He had an MBA from INSEAD and an Economics degree from
London School of Economics.
Work is progressing to appoint a suitable new member of the Investment
Committee and shareholders will be updated when appropriate.
Directors' Report
The Directors present their Report and the Audited Financial Statements of the
Company for the year ended 31 December 2025.
Principal Activities and Business Review
The investment objective of the Company is to generate long term capital
growth through investing in a portfolio consisting primarily of equity
investments in quoted companies.
The Directors do not envisage any change in these activities for the
foreseeable future. A description of the activities of the Company in the year
under review is given in the Chairman's Statement and the Portfolio Manager's
Report.
Business and Tax Status
The Company has been registered with the GFSC as a closed-ended investment
company under the Registered Collective Investment Schemes Rules and Guidance,
2021 (the "RCIS Rules"), as amended, and the Protection of Investors
(Bailiwick of Guernsey) Law, 2020 ("POI") Law and was incorporated in Guernsey
on 31 January 2023. The Company operates under the Companies Law.
The Company's shares are listed and traded on AIM.
The Company's management and administration takes place in Guernsey and the
Company has been granted exemption from income tax within Guernsey by the
Administrator of Income Tax. It is the intention of the Directors to continue
to operate the Company so that each year this tax-exempt status is maintained.
In respect of the Criminal Finances Act 2017, as amended, and the corporate
criminal offence of 'failing to take reasonable steps to prevent the
facilitation of tax evasion', the Board confirms that they are committed to
zero tolerance towards the criminal facilitation of tax evasion.
Foreign Account Tax Compliance Act ("FATCA")
FATCA requires certain financial institutions outside the United States ("US")
to pass information about their US customers to the US tax authorities, the
Internal Revenue Service (the "IRS"). A 30% withholding tax is imposed on the
US source income and disposal of assets of any financial institution within
the scope of the legislation that fails to comply with this requirement.
The Board of the Company has taken all necessary steps to ensure that the
Company is FATCA compliant and confirms that the Company is registered and has
been issued a Global Intermediary Identification Number ("GIIN") by the IRS.
The Company will use its GIIN to identify that it is FATCA compliant to all
financial counterparties.
Common Reporting Standard
The Common Reporting Standard is a global standard for the automatic exchange
of financial account information developed by the Organisation for Economic
Co-operation and Development ("OECD"), which has been adopted in Guernsey and
which came into effect in January 2016.
The Company is subject to Guernsey regulations and guidance on the automatic
exchange of tax information, and the Board will therefore take the necessary
actions to ensure that the Company is compliant in this regard.
Going Concern
The Directors have adopted the going concern basis in preparing the Audited
Financial Statements.
In assessing the going concern basis of accounting, the Directors have
assessed the guidance issued by the Financial Reporting Council and considered
the Company's own financial position, market volatility, the on-going impact
of the Russian war on Ukraine and conflict in the Middle East, the imposition
of tariffs and the impact on global trade and other uncertainties impacting on
the financial position and liquidity requirements of the Company's
investments.
At year-end the Company had a net asset position of £42,662,000 including
cash of £249,000, a convertible loan note of £250,000, derivative
investments of £1,357,000 and listed investments of £41,404,000.
The Company generates liquidity by raising capital and exiting investments. It
uses liquidity by making new and follow-on investments and paying company
expenses. The Directors ensure it has adequate liquidity by regularly
reviewing its financial position and forward-looking liquidity requirements.
In assessing its going concern status, the Directors have considered the level
of ongoing operating expenses relative to net assets, such expenses
approximating to 3% of net assets as at 31 December 2025.
Long-Term Viability Statement
The principal risks facing the Company are documented in the Business Risk
Assessment and are described later in this report. The business model and
investment strategy are described and evaluated in the Portfolio Manager's
report. The Board's review of the effectiveness of the Company's risk
management and internal control systems is described in the Audit Committee's
report.
Given the liquid, tradeable nature of its assets it would take a general
failure in the effective and ongoing operation of financial markets (cessation
of market liquidity) to threaten the Company's solvency. Such a market failure
could prevent investments held by the Company from being redeemed and thereby
leave it potentially unable to meet its financial obligations as they fall
due. Notwithstanding the uncertainty caused by market volatility, on-going
geopolitical uncertainty, the imposition of tariffs and the impact on global
trade and other uncertainties impacting on the Company's investments, the fact
that the operating expenses (excluding performance fees) of the Company
approximate to 3% of its NAV on an annual basis makes this risk remote.
The Board has conducted a robust assessment of the principal and emerging
risks and uncertainties facing the Company and has also assessed its long-term
viability. The impact of tariffs and of AI on investee companies (positive and
negative) have formed part of this assessment. The key risk to the Company has
been identified as a failure of the investment decision making process to
generate NAV accretion that is in line with investors' expectations, and which
is attractive on a risk adjusted basis when compared with alternative managed
investment opportunities.
The Company's performance is measured on a monthly basis via both the NAV of
its underlying investments and its share price. Key data inputs used by the
Portfolio Manager when making investment decisions comprise company earnings,
macro factors and indicators of sentiment. The Company's performance is
compared primarily to peer group funds on a regular basis, and performance
fees payable to the Portfolio Manager are calculated annually.
The significant majority of investment positions taken by the Company are in
relatively liquid assets that can be converted to cash readily in the market
and a great effort is made by the Portfolio Manager to minimise drawdowns and
to maintain liquidity. Given that the Company's operating costs as a
percentage of its realisable investment portfolio are low and that it is a
closed-ended fund, the Directors consider there to be significant liquidity
headroom available in all but the most extreme market failure scenarios.
Despite the emphasis on short-term performance and resilience described above,
not all investment positions are entered into with the expectation of them
being unwound within twelve months. Moreover, the 'repeatability' of the
investment process is of fundamental importance.
The Portfolio Manager has developed analytical tools and processes that it
seeks to apply on a consistent basis over time when making investment
decisions. In this way it seeks to generate positive risk adjusted returns
using strategies that are sustainable for the medium to long term. The time
frame over which it is necessary to identify and respond to 'paradigm shifts'
in economic markets is long term in nature. Factors such as government or
central bank policies (e.g. quantitative easing) or external events (including
wars and regional instability) can cause significant changes in investor
sentiment, which can in turn alter market assessments of intrinsic value and
correlations between different asset types. For these reasons, the Board
considers a three-year time horizon to 28 February 2029 as being the
appropriate period over which to assess future prospects and viability.
On the basis of the relevant and rigorous assessment described above, the
Board believes that the Company will remain viable as a closed-ended
investment company for at least the period ending 28 February 2029.
Results and Dividends
The results attributable to shareholders for the year are shown in the
Statement of Comprehensive Income on page 63. The Directors have neither
declared nor paid a dividend for the year (2024: £nil).
Directors
The Directors of the Company who served during the year and to date are set
out on pages 33 - 34.
Directors' Interests
The Directors held the following interests in the share capital of the Company
either directly or beneficially as at 31 December 2025, and as at the date of
signing these Audited Financial Statements:
Number of % Ordinary Shares in
Ordinary Shares issue as at 31 December 2025
Andrew Henton 100,000 0.3368
Susan Norman 45,104 0.1519
Luke Allen 25,052 0.0844
Henry Freeman 20,000 0.0674
Maria Jose Freeman (spouse of Henry Freeman) 5,500 0.0185
Adrian Norman (spouse of Susan Norman) 4,878 0.0164
As at 31 December 2024 the following Directors had holdings in the Company:
Number of % Ordinary Shares in
Ordinary Shares issue as at 31 December 2024
Andrew Henton 100,000 0.4170
Susan Norman 45,104 0.1881
Luke Allen 25,052 0.1045
Henry Freeman 15,000 0.0626
Adrian Norman (spouse of Susan Norman) 4,878 0.0203
Directors Remuneration
Given the size of the Company, and the fact that the whole Board is comprised
of independent non-executive directors, the Board as a whole currently
discharges remuneration responsibilities.
The Company's Articles of Incorporation limit the annual fees payable to the
Board of Directors to no more than £500,000 per annum. The aggregate level of
the fees payable to the Directors may only be increased by way of a
shareholder resolution. Subject to this overall limit, the remuneration of the
Directors should reflect the nature of their duties, responsibilities and the
value of their time spent and be fair and comparable to other companies that
are similar in size, with a similar capital structure.
The Directors' compensation is reviewed annually by the Board, taking into
account workload, responsibilities, benchmarks against public market data and
market conditions. However, the Chairman of the Company does not participate
in discussions relating to his own remuneration, leaving this for discussion
by the remaining Board members. No performance-related pay exists.
Under their terms of appointment, the Directors' total remuneration (including
one-off fees) is as disclosed below:
2025 2024
£ £
Andrew Henton* 39,000 39,000
Luke Allen** 31,000 31,000
Henry Freeman 27,500 27,500
Susan Norman 27,500 27,500
* In addition to the basic fee of £27,500 per annum, the Chairman receives an
extra £11,500 (2024: £11,500) per annum.
** In addition to the basic fee of £27,500 per annum, the Audit and Risk
Committee Chair receives an extra £3,500 (2024: £3,500) per annum.
Procedures for Identifying Risks
Principal Risks and Uncertainties
There are several potential risks and uncertainties which could have a
material impact on the Company's performance and could cause actual results to
differ materially from expected and historical results.
The AIFM has overall responsibility for risk management and control within the
context of achieving the Company's objectives. The Board agrees the strategy
for the Company, approves the Company's risk appetite and the AIFM monitors
the risk profile of the Company. The AIFM also maintains a risk management
process to identify, monitor and control risk concentration.
The Board's responsibility for conducting a robust assessment of the principal
and emerging risks is embedded in the Company's risk map, which helps position
the Company to ensure compliance with the AIC Code.
The principal risks that the Company faces arising from its financial
instruments are:
(i) market risk, including:
- Price risk, being the risk that the value of investments will fluctuate
because of changes in market prices;
- interest rate risk, being the risk that the future cash flows of a
financial instrument will fluctuate because of changes in interest rates;
(ii) credit risk, being the risk that a counterparty to a
financial instrument will fail to discharge an obligation or commitment that
it has entered with the Company.
(iii) liquidity risk, being the risk that the Company will not
be able to meet its liabilities when they fall due. This may arise should the
Company not be able to sell its investments.
(iv) company failure, being the risk that companies invested
in may fail and result in loss of capital invested.
To manage such risks the Company complies with the investment restrictions and
diversification limits provided for in its Admission Document.
The Company invests and manages its assets with the objective of spreading
risk. Further to the investment restrictions referenced, the Company also
seeks to manage risk by:
· not incurring debt over 25% of its NAV, calculated at time of
drawdown. The Company will target repayment of such debt within twelve months
of drawdown; and
· not using derivatives for the purpose of leveraging investment
returns. It is expected that the Company's assets will be predominantly
denominated in Sterling and, as such, the Company does not intend to engage in
hedging arrangements, although the Company may do so if the Board deems it
appropriate for efficient portfolio management purposes.
Other operational related risks identified by the Board include the following:
Portfolio concentration risk
The majority of the Company's portfolio is expected to be invested in
approximately 10 to 15 companies, with a further 5 to 10 smaller portfolio
holdings existing from time to time. As a result, the portfolio carries a
higher degree of stock-specific risk than a more diversified portfolio.
This is mitigated by position sizing being relatively evenly spread across the
portfolio to ensure that there isn't a disproportionately high level of
exposure to a small number of assets within the portfolio itself. In addition,
both the AIFM and the Portfolio Manager monitor that the investment
restrictions as set out in its Admission Document are adhered to at all times.
Key person risk
At present the Company's investment selection, portfolio management and
marketing functions are heavily reliant upon a single individual employed by
the Portfolio Manager. This individual presents a key person risk as their
departure or inability to continue to provide services to the Company could be
significantly detrimental to its performance. This risk is mitigated by the
fact that the key individual is reputationally and financially linked to the
success of the Company, that there are other staff employed by the Portfolio
Manager who could provide cover in the event of any unexpected absence, that
there is a plan to procure additional staff resources as the Company grows in
size and that contractual notice periods are in place in order to enable the
Company sufficient time to find a replacement Portfolio Manager in the event
that this became necessary.
Share price risk
There is a risk that the Company's shares trade at a discount to their
prevailing Net Asset Value and that any discount may become embedded if it
persists for a significant length of time, albeit that this is a function of
supply and demand for the Company's shares in the market which cannot be
controlled by the Board. The discount risk is mitigated by the fact that the
Portfolio Manager, AIFM and Brokers review market conditions on an ongoing
basis and will report to the Board if a persistent discount appears to be
materialising.
In addition, consideration has been given to discount management options as
set out in the Company's Admission Document and the Company is committed to
ensuring that secondary market liquidity is maintained via the issuance of
informative investor communications and the engagement of active Brokers.
Conflicts of interest
The Portfolio Manager and/or companies with which it is associated may act as
advisor in relation to, or be otherwise involved with, other investment funds
or accounts which presents the risk of a conflict of interest. There is also a
risk that key individuals at the Portfolio Manager may spend time on other
structures rather than on providing services to the Company. This risk is
mitigated by the fact that the Company has put a formal Conflicts of Interest
Policy in place and that it has access to, and receives regular reporting
from, the Portfolio Manager.
Emerging Risks
Emerging risks, along with all other risks the directors have identified the
Company as being exposed to, are monitored via the Company's Business Risk
Assessment. During the year, as part of their regular review and assessment of
risk, the Directors have continued to consider the impact of the emerging
risks of climate change, the use of artificial intelligence, the impact of
rising tariffs on EU economies, and the potentially changing fiscal
environment in the UK on the Company's business model and viability, but do
not consider these to be material risks at this time.
With respect to climate change risk in particular, the Directors consider that
the pricing of the underlying portfolio of the Company's investments reflects
market participants' views of climate change risk and that there are no
further climate related influences on the NAV of the Company at this point in
time.
ESG and Climate Change Risks and Considerations
The Investment Manager seeks to identify externalities (positive and negative)
that are not reflected in the share price of (prospective) investee
companies. The costs of ESG remediation and compliance are in this context
but one type of externality, and the assessment of ESG risks specifically are
embedded in the investment process. As ESG processes are further embedded
within the wider investment sector the expectation is that improving
environmental outcomes will be realised as compliant companies find it easier
to access capital via the public markets and to grow relative to their less or
non-compliant peers.
Climate change risk has also been considered within the Emerging Risks section
above.
Ongoing Charges
The ongoing charges figure for the year was 3%. The ongoing charges represent
annualised ongoing expenses of £1,029,000 divided by the average Net Asset
Value for the year of £34,594,000. The ongoing charges calculation has been
prepared in accordance with the recommended methodology provided by the
Association of Investment Companies where performance fees of £476,000 have
been excluded and represents the percentage reduction in shareholder returns
as a result of recurring operational expenses.
Service Providers
Portfolio Management Agreement and Fees
The portfolio management agreement between the Company, the AIFM, the
Portfolio Manager and Laurence Hulse (the "Portfolio Management Agreement")
was entered into on 6 February 2025. Under the Portfolio Management Agreement,
the AIFM has delegated discretionary portfolio management of the Company's
portfolio to the Portfolio Manager with effect from 3 May 2025.
Under the terms of the Portfolio Management Agreement, the Portfolio Manager
acts as delegate of the AIFM in relation to portfolio management. The AIFM
remains responsible for the portfolio management and risk management functions
of the Company in accordance with the UK AIFM regime.
The Portfolio Management Agreement may be terminated by the Company, the AIFM
or the Portfolio Manager on not less than 12 months' written notice, such
notice not to be given earlier than the third anniversary of Admission. The
agreement may also be terminated with immediate effect in certain
circumstances, including insolvency, material breach, regulatory requirement,
or other specified events.
If the Key Man (being Laurence Hulse or any replacement approved by the Board)
ceases to be involved in a material respect with the Portfolio Manager, the
Company may terminate the agreement immediately without penalty if the
Portfolio Manager is unable, within 30 days of request, to propose a
replacement reasonably acceptable to the Board.
Under the terms of the Portfolio Management Agreement, the Portfolio Manager
is entitled to an annual management fee, and in certain circumstances the
payment of a Performance Fee, together with reimbursement of all reasonable
costs and expenses incurred by it in the performance of its duties.
The Company has agreed to indemnify the Portfolio Manager and certain related
persons, subject to customary exclusions including negligence, wilful default,
fraud or material breach.
Laurence Hulse is a party to the Portfolio Management Agreement to take the
benefit of certain provisions. The agreement is governed by English law and
subject to the non-exclusive jurisdiction of the English courts. The Board has
reviewed the performance of the Portfolio Manager and considers that its
continued appointment on the terms of the Portfolio Management Agreement is in
the best interests of shareholders.
Administrator and company secretary
Following a competitive tender process for Administrator services, on 3 May
2025, the Company appointed NSM Funds Limited ("NSMF") as its Administrator
and Company Secretary, replacing Apex Fund and Corporate Services (Guernsey)
Limited who previously fulfilled this function.
Pursuant to the Administration and Secretarial Agreement between NSMF and the
Company, NSMF is responsible for the day-to-day administration and company
secretarial functions of the Company (including but not limited to the
maintenance of the Company's accounting records, the calculation and
publication of the Net Asset Value and the production of the Company's annual
and interim report). Prospective investors should note that it is not possible
for the Administrator to provide any investment advice to investors.
NSMF is responsible for monitoring regulatory compliance and providing support
to the Board's corporate governance process and its continuing obligations
under UK Market Abuse Regulation (UK MAR).
NSMF is a Guernsey incorporated company which is licensed by the GFSC under
the provisions of the POI Law to conduct certain restricted investment and
administrative activities in relation to collective investment schemes. NSMF,
for the purposes of the POI Law and the RCIS Rules, is the 'designated
administrator' of the Company.
Alternative Investment Fund Managers Directive
Following a competitive tender process, on 3 May 2025, the Company appointed
Global Fund Management Services Limited as its AIFM, replacing FundRock
Management Company (Guernsey) Limited who had previously fulfilled this
function. The AIFM acts as the Company's alternative investment fund manager
for the purposes of the UK AIFM Regime.
The AIFM has formally delegated portfolio management functions to the
Portfolio Manager as portfolio manager to the Company and the AIFM. The AIFM
retains risk management functions in relation to the Company and is
responsible for oversight of the portfolio management functions delegated to
the Portfolio Manager.
The AIFM works closely with the Portfolio Manager in implementing appropriate
risk measurement and management standards and procedures. The AIFM carries out
the on-going oversight functions and supervision of the Portfolio Manager. The
AIFM is legally and operationally independent of the Company and the Portfolio
Manager.
Custodian
The Custodian of the Company is Butterfield Bank (Channel Islands) Limited.
Registrar
MUFG Corporate Markets (Guernsey) Limited (previously known as Link Market
Services (Guernsey) Limited) was appointed as registrar to the Company
pursuant to the Registrar Agreement dated 24 March 2023. In such capacity, the
Registrar is responsible for the transfer and settlement of shares held in
certificated and uncertificated form. The Register may be inspected at the
office of the Registrar.
Corporate Governance Statement
The Corporate Governance Statement forms part of the Directors' Report.
Board Responsibilities
The Board comprises four non-executive Directors, who meet at least quarterly
to consider the affairs of the Company in a prescribed and structured manner.
All Directors are considered independent of the Portfolio Manager for the
purposes of the AIC Code. Biographies of the Directors for the year ended 31
December 2025 appear on pages 33 - 34 which demonstrate the wide range of
skills and experience they bring to the Board.
The Directors, in the furtherance of their duties, may take independent
professional advice at the Company's expense, which is in accordance with
provision 20 of the AIC Code. The Directors also have access to the advice and
services of the Company Secretary through its appointed representatives who
are responsible to the Board for ensuring that the Board's procedures are
followed, and that applicable rules and regulations are complied with.
To enable the Board to function effectively and allow the Directors to
discharge their responsibilities, full and timely access is given to all
relevant information.
Tenure
Whilst no limit has currently been imposed on the overall length of service of
the Directors, at each annual general meeting of the Company, each director
retires from office and may offer themselves for election or re-election by
the shareholders. This follows provision 23 of the AIC Code which
recommends annual re-election of all directors.
When discussing succession planning, the Board is mindful of the principles
and provisions of the AIC Code regarding composition, succession and
evaluation and has also agreed that consideration would be given to a phased
succession plan whereby there would be a gradual change in the composition of
the Board to ensure continuity during transition. A formal succession plan
will be considered during the current financial year, including the process to
be used in relation to appointments, the Board's approach to succession
planning and how both support developing a diverse pipeline. The Board will
report on the policy and any initiatives on diversity and inclusion, their
objectives and link to company strategy, how they have been implemented and
progress on achieving the objectives in the next annual financial report.
The Chair is non-executive and independent and has been since appointment.
The Board intends to establish a policy on the tenure of the Chair which is
consistent with generally accepted best practice. The Chair of the Company
will not participate in discussions regarding his successor.
Board Review
In October 2025, the Board completed a performance review of itself and
concluded that its performance was still adequate and professional and that no
corporate governance concerns existed. As part of the process for board
performance reviews, on an annual basis the Board will consider having an
externally facilitated board performance review.
Conflicts of Interest
None of the Directors nor any persons connected with them had a material
interest in any of the Company's transactions, arrangements or agreements at
the date of this report and none of the Directors has or had any interest in
any transaction which is or was unusual in its nature or conditions or
significant to the business of the Company, and which was affected by the
Company during the reporting period.
At the date of this Report, there are no outstanding loans or guarantees
between the Company and any Director.
Audit and Risk Committee
Luke Allen is the Chair of the Audit and Risk Committee. A full report
regarding the Audit and Risk Committee can be found in the Audit and Risk
Committee Report.
Management Engagement Committee
The Management Engagement Committee comprises all of the Directors and is
chaired by Henry Freeman. The Management Engagement Committee meets at least
once a year or more often, if required. Its principal duties are to consider
the terms of appointment of the AIFM and the Portfolio Manager and it reviews
these appointments and the terms of the AIFM Agreement and the Portfolio
Management Agreement annually. The Management Engagement Committee also
reviews the terms of appointment of other key service providers to the
Company. Details of the management and performance fees can be found in note
6.
Terms of reference are published on the Company's website at
https://onwardopportunities.co.uk/wp-content/uploads/2023/08/Management-Engagement-Committee-Terms-of-Reference.pdf
The Management Engagement Committee met once during the year ended 31 December
2025 to review all service providers. In addition, members of the Management
Engagement Committee carried out a separate on-site and in person meeting with
the Manager.
As announced in the Company's 2024 annual report, the Board, through the
Management Engagement Committee, took the opportunity to review the range of
services being received by the Company. In Q4 2024, competitive tender
processes for Administrator and AIFM services were initiated, which were
completed in Q1 2025. On 3 May 2025, the Company appointed NSM Funds Limited
as its Administrator and Company Secretary and Global Fund Management Services
Limited as its AIFM, replacing Apex Fund and Corporate Services (Guernsey)
Limited and FundRock Management Company (Guernsey) Limited who previously
fulfilled these functions. Both developments are positive and made in
anticipation of sustained growth in the size of the Company over coming years.
Substantial Shareholdings
On 25 February 2026, the latest practicable date for disclosure in this
report, the Company's has been advised of the following beneficial
shareholders who owned 5% or more of the issued ordinary share capital of the
Company:
Shareholder Number of Ordinary Shares Held % Held
Bank of New York Mellon on behalf of Dowgate Wealth Limited (Discretionary) 9,775,718 29.82%
Bank of New York Mellon on behalf of Callanish Capital Limited 1,820,200 5.55%
Rathbone Nominees Limited 1,795,256 5.48%
Share Capital and Rights
All issued shares in the Company are Ordinary Shares with equal rights to
vote, receive dividends and participate in distributions. For further
information, see note 12.
Shareholder Communication
The Company's main method of communication with Shareholders is through its
published Half Yearly and Annual Reports which aim to provide Shareholders
with a fair, balanced and understandable view of the Company's results and
objectives. This is supplemented by the publication of the Company's monthly
net asset values on its ordinary shares on AIM and quarterly factsheets. The
Company also hosted its inaugural annual investor day at the Dowgate offices
where shareholders joined the Manager, Board and Investment Committee for an
information session on the portfolio and a chance to ask questions, followed
by an informal networking event that lasted most of the day. This will be a
recurring annual forum for shareholders.
In line with provision 16 of the AIC Code, the Portfolio Manager communicates
with both the Chairman and shareholders and is available to communicate and
meet with major shareholders. The Company has also appointed Cavendish Capital
Markets Limited to liaise with all major shareholders together with the
Portfolio Manager, all of whom report back to the Board at quarterly board
meetings ensuring that the Board is fully aware of shareholder sentiment,
expectations and analyst views. The Company's website, which is maintained by
the Portfolio Manager, is regularly updated with news and announcements.
Information published online is accessible in many countries each with
differing legal requirements relating to the preparation and dissemination of
financial information.
Users of the Company's website are responsible for informing themselves of how
the requirements in their own countries may differ from those of Guernsey.
Relations with Shareholders
The share capital of the Company currently consists only of Ordinary Shares
and no shares with special rights exist. All holders of Ordinary Shares in the
Company have the right to receive notice of, attend and vote at the general
meetings of the Company.
At each general meeting of the Company, the Board and the Portfolio Manager
will be available to discuss issues affecting the Company.
Shareholders are additionally able to contact the Board, Portfolio Manager and
the Chairman directly outside of meetings via the Company's dedicated e-mail
address onwardopportunities@nsm.group or by post via the Company Secretary.
The Company has adopted a zero-tolerance policy towards bribery and is
committed to carrying out business fairly, honestly and openly.
Voting and Stewardship code
The Portfolio Manager is committed to the principles of the Financial
Reporting Council's UK Stewardship Code and this also constitutes the
disclosure of that commitment required under the rules of the FCA (Conduct of
Business Rule 2.2.3).
Signed on behalf of the Board by:
Andrew Henton
Chairman
27 February 2026
Statement of Directors' Responsibilities
The Directors are responsible for preparing this Report and Audited Financial
Statements in accordance with applicable law and regulations.
Guernsey Companies Law requires the Directors to prepare audited financial
statements for each financial year. Under that law they are required to
prepare these Audited Financial Statements in accordance with International
Financial Reporting Standards (IFRS) as adopted by the EU and applicable law.
Under the Companies Law the Directors must not approve these Audited Financial
Statements unless they are satisfied that they give a true and fair view of
the state of affairs of the Company and of its profit or loss for that year.
In preparing these Audited Financial Statements, the Directors are required
to:
· select suitable accounting policies and then apply them
consistently;
· make judgements and estimates that are reasonable, relevant and
reliable;
· state whether applicable accounting standards have been followed,
subject to any material departures disclosed and explained in the Audited
Financial Statements;
· 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 proper 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 audited financial statements comply with the
Companies Law. 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.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
Legislation in Guernsey governing the preparation and dissemination of
financial statements may differ from legislation in other jurisdictions.
Disclosure of information to auditors
The Directors who held office at the date of approval of this Directors'
Report confirm that, so far as they are aware, there is no relevant audit
information of which the Company's Auditor is unaware; and that each Director
has taken all the steps that they ought to have taken as a director to make
themselves aware of any relevant audit information and to establish that the
Company's Auditor is aware of that information.
Responsibility statement of the Directors in respect of the Report
We confirm that to the best of our knowledge:
· these Financial Statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view of the
assets, liabilities, financial position and profit or loss of the Company; and
· the management report (comprising the Chairman's Statement, the
Portfolio Manager's Report, and Directors' Report) includes a fair review of
the development and performance of the business and the position of the
Company, together with a description of the principal risks and uncertainties
that it faces.
We consider this Report and the Audited 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.
Signed on behalf of the Board by:
Andrew Henton
Chairman
27 February 2026
Audit and Risk Committee Report
Role and Responsibility of the Committee
This is the report of the Audit and Risk Committee (herein the "Committee")
which has been prepared with reference to the AIC Code and describes the work
of the Committee in discharging its responsibilities.
The Committee meets formally at least twice each year and on an ad hoc basis
when required and reports to the Board. It has formally delegated duties and
responsibilities with written terms of reference which are reviewed and
reapproved at least annually. Those terms of reference are published on the
Company's website at
https://onwardopportunities.co.uk/wp-content/uploads/2025/09/Terms-of-Reference-Audit-and-Risk-Committee-September-2025.pdf
The Committee is mandated by the Board to investigate any activity within its
terms of reference and to consult externally with legal or other independent
professional advisors, as required, to ensure that the Committee adequately
discharges its duties and responsibilities, which include:
a) following the Financial Reporting Council ("FRC") Audit Committees
and the External Audit: Minimum Standard;
b) considering the appointment of the external auditor, its letter of
engagement and the terms thereof, the audit fee, and any questions of
resignation or dismissal of the external auditor and, where applicable,
conducting a tender process for the external auditor;
c) reviewing the effectiveness of the audit process and the independence
and objectivity of the external auditor;
d) developing and implementing policy on the engagement of the external
auditor to supply non-audit services where necessary, ensuring there is prior
approval of non-audit services, considering the impact this may have on
independence, taking into account the relevant regulations and ethical
guidance in this regard, and reporting to the Board, identifying any matters
in respect of which it considers that action or improvement is needed and
making recommendations as to the steps to be taken;
e) reviewing the integrity of the Company's half-yearly and annual
financial reports, not excepting the full Board's responsibility over the
reports, focusing particularly on:
· any changes in accounting policies and practice;
· major judgemental areas;
· significant adjustments arising from the audit;
· the going concern assumption;
· compliance with accounting standards (and in particular
accounting standards adopted in the financial year for the first time);
· compliance with applicable legal and regulatory requirements;
· a risk management review and assessing the effectiveness of
internal controls.
f) discussing any significant issues arising from the final audit, and
any other matters which the auditor may wish to discuss (in the absence of the
Company's agents where necessary);
g) reviewing the external auditor's Report to the Committee and
determining whether any changes have to be implemented as a result;
h) reviewing, on behalf of the Board, the Company's risk management and
internal control framework (including financial, operational and compliance)
and making recommendations to the Board;
i) considering the major findings of internal investigations and
management's response;
j) considering any other matters specifically delegated to the
Committee by the Board from time to time;
k) reporting to the Board on how it performs its duties; and
l) confirming to the Board as to whether the annual report and audited
Financial Statements taken as a whole, is fair, balanced and understandable
and provides the information necessary for shareholders to assess the
Company's position and performance, business model and strategy.
The Committee may review any matter that it considers appropriate not
withstanding that it is not specifically mentioned in the above list of
duties.
Composition
The Committee is comprised of all of the Directors with Luke Allen acting as
permanent Chair. The membership of the Committee and its terms of reference
are kept under regular review. All members of the Committee have relevant
competence in the sector in which the Company operates in addition to relevant
financial experience as required by the Code.
Only independent non-executive Directors serve on the Committee and the
members do not have any links with the Company's external auditor. They are
also independent of the management teams of the Portfolio Manager,
administrator and all other service providers. Notwithstanding that Andrew
Henton is Chairman of the Board, he was independent upon appointment, so is a
member of, but may not chair, the Committee.
The Committee meets the external auditor at least twice a year.
Oversight of Controls and Risk Management Systems
The Board, via its Management Engagement Committee, conducts an annual
Business Risk Assessment in conjunction with the Portfolio Manager and the
AIFM. The intention of this exercise is to identify and articulate the
material risks that might affect the Company and its trading prospects, the
likelihood of them occurring and their assessed impact. As part of this
process the explicit controls intended to mitigate either or both of the risk
of occurrence, or the impact of an occurrence, are also articulated. In this
way a residual net impact assessment is derived.
The Management Engagement Committee holds meetings with the Portfolio Manager,
the AIFM and the Administrator on a regular basis, to review and inspect
operations. The Management Engagement Committee reviews senior staff members
responsible for the internal control and oversight functions, and who report
as to the proper conduct of the business in accordance with the regulatory
environment in which both the Company and the Portfolio Manager operate.
The oversight programme follows a preplanned agenda involving reviews of,
inter alia (i) changes that have taken place within operations; (ii) IT
systems and controls, including cyber security arrangements; (iii) regulatory
compliance; (iv) investor relations; (v) the valuation of any unquoted
investments; (vi) the risk register, complaints, errors and breaches logs and
business continuity arrangements; (vii) ESG and responsible investment
policies; and (vii) the impact of external factors such as the Russia /
Ukraine conflict and the conflict in the Middle East. The results of the
oversight visits and questionnaires is documented and discussed at a meeting
of the Management Engagement Committee.
As part of the oversight programme, the Portfolio Manager, the AIFM and the
Administrator report formally to the Committee at least annually on their
systems of internal controls. In accordance with the provisions of the AIC
Code, the Committee has conducted a review of those systems of internal
controls and is satisfied that they are sufficient to withstand the risks to
which the Company is subject.
The Audit and Risk Committee is currently consulting with the AIFM in
connection with the requirements of provision 34 of the AIC Code that became
effective for accounting periods beginning on or after 1 January 2026 in order
to be able to ensure compliance with this provision by the 31 December 2026
reporting date.
As the Company is a closed-ended investment company, all of whose Directors
are non-executive, and as all executive functions have been delegated to
professional third-party advisors, the Committee does not consider it
necessary for the Company to have its own internal audit function. However,
the Committee keeps this under annual review. Whilst no reliance can be placed
on them, reviews conducted on the Portfolio Manager's operations by
independent custodians, and on-site due diligence visits by prospective
investors and their professional advisers provide a degree of additional
third-party comfort.
Whilst the Company does not have any staff, the Committee considers that the
arrangements by which staff of the Portfolio Manager, the AIFM and the
Administrator may, in confidence, raise concerns about possible improprieties
in matters of financial reporting or other matters are of great importance.
The Committee reviews such arrangements annually and, as required by the AIC
Code, is satisfied that arrangements are in place for the proportionate and
independent investigation of such matters and for appropriate follow-up
action.
Significant Risks in Relation to the Report and Audited Financial Statements
In discharging its responsibilities, the Committee has specifically considered
the following significant issues relating to the Financial Statements:
Valuation of Investments
The Board reviews portfolio valuations on a regular basis throughout the year,
and at quarterly meetings with the Portfolio Manager seeks assurance that the
pricing basis is appropriate and in line with relevant accounting standards.
The Company's net asset value is calculated on a monthly basis by the
Administrator.
The impact of the Russia / Ukraine conflict and the conflict in the Middle
East on financial markets has been significant, reflecting disruption to
international supply chains, the interruption of production generally, higher
short and long term interest rates, inflationary pressures, delays in
corporate activity and investment, uncertainty about the availability of
financing and increased volatility in the value of financial instruments. The
Committee has considered the particular circumstances of the Company in light
of these issues, in particular the associated risk exposures and implications
for financial reporting.
As an investment company, the Company does not have employees, customers or
suppliers in a conventional sense as a trading/operating company does.
Reliance is, however, placed on service providers, principally the Portfolio
Manager, the AIFM and the Administrator. The Committee has been kept appraised
of business continuity measures enacted by these key service providers and is
receiving updates in relation to any emergent risks, vulnerabilities and the
continued effectiveness of internal controls. Information flows between the
Portfolio Manager and other advisers have been effective and a key component
of oversight in prevailing conditions. Both the Board and the Portfolio
Manager are maintaining dialogue with shareholders in order to provide
transparency.
Completeness and accuracy of the disclosures in the Financial Statements
The Committee concluded that all appropriate and required disclosures have
been incorporated in the Financial Statements and drew comfort from the fact
that multiple layers of oversight exist to achieve this objective.
Specifically, the Administrator, Portfolio Manager and external auditor have
all performed their own checks for completeness.
The Committee continues to give particular attention to the extent of
disclosures about the Company's underlying portfolio. Risk measures,
sensitivities and performance are driven by the make-up of the portfolio and
hence detailed disclosures about it are appropriate to permit a full
understanding of the accounts.
Presentation of Financial Statements
The Committee considered the complexity of the Financial Statements in their
entirety, and the descriptive narrative supporting the financial disclosures.
It was recognised that the sophistication of the investment strategy pursued
by the Company does not lend itself to description in 'plain English' and that
the use of technical terminology was not always consistent with the goals of
ensuring transparency and maximising ease of understanding.
On balance the Committee concluded that the benefits of accurate - but
detailed - descriptive narrative outweighed the possible benefit of simplified
summaries. The nature of the shareholder base (predominantly sophisticated
professional investors) was an important factor in reaching this conclusion.
Performance fee payable to the Portfolio Manager
The Portfolio Manager will be entitled to a performance fee (the "Performance
Fee") in certain circumstances.
The Company's performance fee is measured over the 12-month period ending on
31 December in each year (or in respect of a Performance Period in which the
Portfolio Management Agreement is terminated, the effective date of such
termination) (each a "Performance Period").
A Performance Fee is payable if the Net Asset Value per Ordinary Share on the
relevant calculation date on 31 December in each year (or in respect of the
Performance Period in which this Agreement is terminated, the effective date
of such termination) ("Calculation Date"); as adjusted to: (i) adding back the
aggregate value of any dividends per Ordinary Share paid (or accounted as paid
for the purposes of calculating the Net Asset Value) to Shareholders since
Admission; (ii) removing any enhancement to Net Asset Value per Ordinary Share
resulting from the issue or buy back of Ordinary Shares; and, (iii) excluding
any accrual for unpaid Performance Fee accrued in relation to the relevant
Performance Period) (the "Net Asset Value Total Return per Share") exceeds the
higher of:
a) on any Calculation Date, 100p as increased by a non-compounding rate
of 6 per cent. per annum, calculated from Admission, and as adjusted from time
to time to take into account: (i) any change in the accounting reference date
of the Company from 31 December, (ii) any consolidation or sub-division of the
Ordinary Shares and/or any C Shares, or (iii) any material change in the
Company's normal accounting policies, each of paragraphs (i), (ii), or (iii)
being a "Triggering Adjustment Event"), or (iv) any other event agreed between
the Company and the Portfolio Manager as constituting a Triggering Adjustment
Event (the "Performance Hurdle Price"); and
b) the highest previously recorded Net Asset Value per Ordinary Share as
at a Calculation Date in respect of which a Performance Fee was last paid (or
the Net Asset Value per Ordinary Share as at Admission, if no Performance Fee
has been paid) (the "High Watermark"),
with any resulting excess amount being known as the "Excess Return" and the
Excess Return multiplied by the time weighted average number of Ordinary
Shares in issue during the relevant Performance Period to which the
Calculation Date relates will be known as the "Excess Return Amount."
The Committee annually reviews the calculation of the performance fee.
Going concern
The Committee reviewed the assumptions upon which it is assumed that the
Company can continue to operate on a going concern basis as set out in the
Directors' Report. In so doing, it assessed outstanding financial obligations
and calls on the Company's resources, investment performance and the meeting
of shareholders' expectations.
Assessment of the External Audit Process
The Company's auditor was appointed immediately prior to the launch of the
Company in March 2023. The Committee, in conjunction with the Board, is
committed to reviewing this appointment on a regular basis to ensure that the
Company is receiving an optimal level of service. The appointment of the
auditor is reviewed on an annual basis. There are no contractual obligations
which restrict the Company's choice of auditor and the Board is satisfied that
the auditor remains independent.
The Committee does not award any non-audit work and the full Board would have
to approve any other non-audit work. Where non-audit services are provided by
the auditor, these engagements are pre-approved by the Committee to ensure
that the auditor's independence and objectivity is not breached, and a
recommendation is made to the Board.
The Committee considered the experience and tenure of the audit partner and
staff and the nature and level of services provided. The Committee received
confirmation from the auditor that it had complied with the relevant Guernsey
professional and regulatory requirements on independence.
The Committee considers the nature, scope and results of the auditor's work
and monitors the independence of the external auditor. Formal reports are
received from the auditor on an annual basis relating to the extent of their
work. The work of the auditor in respect of any significant audit issues and
consideration of the adequacy of that work is discussed.
The Chair of the Committee liaises with the Portfolio Manager and the
Administrator to discuss the extent of audit work completed to ensure all
matters of risk are covered, while the Committee assesses the quality of the
draft Financial Statements prepared by the Administrator.
The Committee has an active involvement in and oversight of the preparation of
both half yearly and annual Financial Statements. Ultimate responsibility for
reviewing and approving the Report and Audited Financial Statements remains
with the Board.
The table below summarises the remuneration for services provided to the
Company by Grant Thornton Limited Channel Islands for audit services during
the year ended 31 December 2025:
31 December 31 December
2025 2024
£ £
Annual audit fee 25,400 21,430
25,400 21,430
Conclusion in respect of the Report and Audited Financial Statements
The production of the Company's Report and Audited Financial Statements is a
comprehensive process requiring input from a number of different parties. One
of the key governance requirements is that the Company's Report and Audited
Financial Statements be fair, balanced and understandable. The Board has
requested that the Committee advise on whether it considers that the Report
and Audited Financial Statements fulfils these requirements.
As a result of the work performed, the Committee recommended that the Board
should conclude that the Report and Audited Financial Statements for the year,
taken as a whole, is fair, balanced and understandable and provides the
information necessary for shareholders to assess the Company's performance,
business model and strategy and has reported on these findings to the Board.
The Board's conclusions in this respect are set out in the Directors' Report
on pages 40 - 50.
Luke Allen
Chair of Audit & Risk Committee
27 February 2026
INDEPENDENT AUDITOR'S REPORT
To the members 4 (#_ftn4) of Onward Opportunities Limited
Opinion
We have audited the financial statements of Onward Opportunities Limited (the
"Company") for the year ended 31 December 2025, which comprise the Statement
of Comprehensive Income, the Statement of Financial Position, the Statement of
Changes in Equity, and the Statement of Cash Flows, and Notes to the financial
statements, including a summary of significant accounting policies.
In our opinion, the accompanied financial statements:
· give a true and fair view of the financial position of the
Company as at 31 December 2025, and of its financial performance and its
cashflows for the year then ended;
· are in accordance with IFRS Accounting Standards as adopted by
the EU; and
· comply with the Companies (Guernsey) Law, 2008.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(ISAs) 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 International Ethics Standards Board for Accountants'
International Code of Ethics for Professional Accountants (including
International Independence Standards) (IESBA Code), together with the ethical
requirements that are relevant to our audit of the financial statements in
Guernsey, and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the IESBA Code. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the financial statements of the current
period. 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.
The key audit matter How the matter was addressed in our audit
Existence and Valuation of Quoted Equity Instruments - £41,403,639 In responding to the key audit matter, we performed the following audit
procedures:
Due to the use of a custodian, accounting records may not match the
custodian's records with respect to securities held; and · We reviewed information about the trading history of the investee
companies to determine whether the shares are traded in an active market to
The fair value measurements at the reporting date may be inaccurate due to the verify the accuracy of an external Custodian and valued the classification as
use incorrect inputs. level 1 instruments.
The portfolio of investments is mostly comprised of quoted investments which · Obtained third party confirmation from the Custodian of the
are held by using publicly available quoted market prices, in accordance with securities owned by the Company and held at the reporting date, and we also
IFRS 9 Financial Instruments and IFRS 13 Fair Value Measurement. Whilst the confirmed all additions and disposals executed during the year directly with
valuation of these investments is not considered complex, nor does it involve the Custodian
significant judgements and estimates to be made by management, the market
value of investments is material to the Company, as it represents 96% of the · Reviewed information about the trading history of the investee
net asset value as at 31 December 2025 and represents a balance considerably companies to determine whether the shares are traded in an
larger than any other reported balance within the Company's financial
statements. active market to verifying the accuracy of the classification as level 1
instruments.
In addition, due to the regular/frequent trading of investment positions held
by the Company, there is a risk that the reported investment portfolio at the · Obtained the quoted prices as at year end from independent publicly
year end, may be misstated. Due to the financial significance of the available sources and comparing them to the share prices used by management;
investments held at the year-end, an error or misstatement regarding the and
recognition/ inclusion of a single investment could lead to a material
misstatement · Recalculated the valuation per the accounting records using quoted
share prices obtained from the relevant stock exchanges and the confirmed
number of shares.
· Ascertained information over the trading history of the investment
companies to determine whether the shares are traded in an active market.
Our result
· We did not note any material issues from our procedures
Valuation of Share Warrants - £1,357,094 In responding to the key audit matter, our procedures included, but were not
limited to:
During the year, the Company received 9,133,334 warrants from one of its
portfolio companies, RentGuarantor Holdings Plc, as part of an equity · Obtained and inspected the warrant agreement and public announcements
fundraise. The warrants are exercisable at any point within one year at a to understand the key terms, including the one‑year exercisable period and
fixed exercise price of 17.5 pence and are classified as derivative fixed exercise price
instruments measured at fair value through profit or loss. Management valued
the warrants at the reporting date using the Black‑Scholes option pricing · Evaluated the appropriateness of the Black‑Scholes valuation
model, resulting in a fair value of £1.357 million. methodology with reference to the requirements of IFRS 13 and common market
practice for derivative valuation
The valuation of the warrants was considered a key audit matter due to the
significant judgement and estimation uncertainty involved. The fair value is · Verified the key valuation inputs (share price, volatility,
sensitive to several key inputs, such as expected volatility, risk‑free risk‑free rate) to observable market data where available
rate, underlying share price and expected life, many of which require
management judgement due to limited directly observable market data. These · Assessed whether the use of the Black‑Scholes model was appropriate
factors give rise to a risk of material misstatement and led to this area under IFRS 13 for valuing the warrants
requiring substantial audit attention.
· Reviewed the financial statements and proposed reclassification of
the warrants to current assets based on their one‑year maturity
· Assessed the adequacy and accuracy of related disclosures in
financial statements with respect to the valuation methodology and fair value
hierarchy.
Our result:
Based on results obtained from procedures performed, we did not identify any
material misstatements concerning the valuation of the share warrants.
Other information in the Annual Report
The directors are responsible for the other information. The other information
comprises the information included in the Annual Report and Audited financial
statements but does not include the financial statements and our auditor's
report thereon.
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.
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially
misstated. 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.
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of Directors' Responsibilities set
out on page 48, the Directors are responsible for the preparation of the
financial statements which give a true and fair view in accordance with IFRS
Accounting Standards as adopted by the EU, 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 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.
As part of an audit in accordance with ISAs, we exercise professional judgment
and maintain professional scepticism throughout the audit. We also:
· Identify and assess the risks of material misstatement of the
financial statements, whether due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
· Obtain an understanding of internal control relevant to the audit in
order to design audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control.
· Evaluate the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures made by the
Directors.
· Conclude on the appropriateness of the Directors' use of the going
concern basis of accounting and, based on the audit evidence obtained, whether
a material uncertainty exists related to events or conditions that may cast
significant doubt on Company's ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention
in our auditor's report to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify our opinion. Our conclusions
are based on the audit evidence obtained up to the date of our auditor's
report. However, future events or conditions may cause the Company to cease to
continue as a going concern.
· Evaluate the overall presentation, structure and content of the
financial statements, including the disclosures, and whether the financial
statements represent the underlying transactions and events in a manner that
achieves fair presentation.
We communicate with the directors regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our
audit.
We also provide the directors with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with
them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, actions taken to eliminate
threats or safeguards applied.
From the matters communicated with the directors, we determine those matters
that were of most significance in the audit of the financial statements of the
current period and are therefore the key audit matters. We describe these
matters in our auditor's report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the
adverse consequences of doing so would reasonably be expected to outweigh the
public interest benefits of such communication.
The engagement partner on the audit resulting in this independent auditor's
report is Cyril Swale
Use of our report
This report is made solely to the Company's members, as a body, in accordance
with section 262 of the Companies (Guernsey) Law, 2008. 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.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to
which the Companies (Guernsey) Law, 2008 requires us to report to you if, in
our opinion:
· proper accounting records have not been kept by the Company; or
· the Company's financial statements are not in agreement with the
accounting records; or
· we have not obtained all the information and explanations, which
to the best of our knowledge and belief, are necessary for the purposes of our
audit.
Grant Thornton Limited
Chartered Accountants
St Peter Port
Guernsey
Date: 27 February 2026
Statement of Comprehensive Income
For the year ended 31 December 2025
Year ended Year ended
31 December 2025 31 December 2024
Notes Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Investments
Net gains on investments held at fair value through profit or loss 10 - 5,460 5,460 - 5,745 5,745
Net investment gains - 5,460 5,460 - 5,745 5,745
Interest income / (expense) 5 3 - 3 7 19 26
Dividend income 380 - 380 - 233 233
Total income 383 - 383 7 252 259
Portfolio management and 6 (521) (476) (997) (344) (481) (825)
performance fees
Other expenses 7 (508) - (508) (352) - (352)
Total (loss) / gain and comprehensive (loss) / income for the year (646) 4,984 4,338 (689) 5,516 4,827
(Loss) / Gain per 8 (2.43) 18.81 16.38 (2.39) 27.66 25.27
Ordinary Share (pence)
The total column of this statement represents the Statement of Comprehensive
Income of the Company prepared in accordance with International Financial
Reporting Standards as adopted by the European Union ("IFRS").
The supplementary revenue and capital return columns are prepared under
guidance published by the Association of Investment Companies ("AIC").
All items in the above statement derive from continuing operations.
The notes on pages 67 - 86 form an integral part of these Audited Financial
Statements.
Statement of Financial Position
As at 31 December 2025
31 December 31 December
2025 2024
£'000 £'000
Notes
Non-current assets
Investments held at fair value through profit or loss 10 41,404 30,789
Current assets
Investments held at fair value through profit or loss 10 1,607 500
Interest receivable on convertible loan note 5, 10 - 10
Dividend receivable - 12
Cash and cash equivalents 249 362
Other receivables 22 13
1,878 897
Total assets 43,282 31,686
Current liabilities
Management fee payable 6 (55) (40)
Performance fee payable 6 (476) (481)
Unsettled trades 11 (21) (95)
Other payables (68) (49)
Total liabilities (620) (665)
Net assets 42,662 31,021
Equity
Share Capital 12 31,964 24,661
Capital reserve 12,096 7,472
Revenue reserve (1,398) (1,112)
Total equity 42,662 31,021
Net Asset Value per Ordinary Share (pence) 13 143.69 129.37
Number of Ordinary Shares in issue 12 29,691,188 23,979,754
Approved by the Board of Directors and authorised for issue on 27 February
2026 and signed on their behalf:
Director
The notes on pages 67 - 86 form an integral part of these Audited Financial
Statements.
Statement of Changes in Equity
For the year ended 31 December 2025
Share Capital Revenue reserve Capital reserve Total
£'000 £'000 £'000 £'000
For the year ended
31 December 2025
At 1 January 2025 24,661 (1,112) 7,472 31,021
Share issue (note 12) 7,464 - - 7,464
Share issue costs (note 12) (161) - - (161)
Reclassification of 2023 and 2024 dividend income 5 (#_ftn5) - 360 (360) -
Total (loss) / gain and comprehensive (loss) / income for the year - (646) 4,984 4,338
At 31 December 2025 31,964 (1,398) 12,096 42,662
Share Capital Revenue reserve Capital reserve Total
£'000 £'000 £'000 £'000
For the year ended
31 December 2024
At 1 January 2024 15,536 (423) 1,956 17,069
Share issue (note 12) 9,450 - - 9,450
Share issue costs (note 12) (325) - - (325)
Total (loss) / gain and comprehensive (loss) / income for the year - (689) 5,516 4,827
At 31 December 2024 24,661 (1,112) 7,472 31,021
The notes on pages 67 - 86 form an integral part of these Audited Financial
Statements.
Statement of Cash Flows
For the year ended 31 December 2025
Year ended Year ended
31 December 31 December
2025 2024
Notes £'000 £'000
Cash flows from operating activities
Other expense payments 14 (1,559) (678)
Interest income 3 16
Dividend income 390 221
Purchase of investments 10, 11 (25,185) (27,373)
Sale of investments 10, 11 18,935 19,144
Purchase of convertible loan note 10 - (500)
Net cash outflow from operating activities (7,416) (9,170)
Cash flows from financing activities
Issue of Ordinary Shares 12 7,464 9,450
Share issue costs 12 (161) (325)
Net cash inflow from financing activities 7,303 9,125
Net decrease in cash and cash equivalents (113) (45)
Cash and cash equivalents at beginning of year 362 407
Cash and cash equivalents at end of year 249 362
Cash and cash equivalents comprise of the following:
Cash at bank 249 362
249 362
The notes on pages 67 - 86 form an integral part of these Audited Financial
Statements.
Notes to the Audited Financial Statements
For the year ended 31 December 2025
1. Reporting Entity
Onward Opportunities Limited (the "Company") is registered in Guernsey and was
incorporated on 31 January 2023, with registered number 71526. The Company's
registered office is Les Echelons Court, Les Echelons, St Peter Port,
Guernsey, GY1 1AR.
The Company is a Registered Closed-ended Collective Investment Scheme
regulated by the Guernsey Financial Services Commission ("GFSC"), with
reference number 2804577, pursuant to the Protection of Investors (Bailiwick
of Guernsey) Law 2020, as amended and the Registered Collective Investment
Scheme Rules and Guidance, 2021.
The Company had 23,979,754 shares in issue under ticker ONWD, SEDOL BMZR151
and ISIN GG00BMZR1514 on 31 December 2024. During the current year, the
Company admitted a further 5,711,434 shares for a gross consideration of
£7,464,000. The Audited Financial Statements of the Company are presented for
the year ended 31 December 2025.
The Company and its Alternative Investment Fund Manager received discretionary
portfolio management services directly from Dowgate Wealth Limited ("DWL")
during the year ended 31 December 2025.
With effect from 3 May 2025 the Company's administration was delegated to NSM
Funds Limited ("NSMF"), and Global Fund Management Services Limited ("GFM")
were appointed as the Alternative Investment Fund Manager ("AIFM"). Prior to 3
May 2025 the services were provided by Apex Fund and Corporate Services
(Guernsey) Limited and FundRock Management Company (Guernsey) Limited
respectively.
2. Material accounting policies
(a) Basis of accounting
The Audited Financial Statements have been prepared in compliance with
International Financial Reporting Standards as adopted by the European Union
("IFRS"). The Audited Financial Statements give a true and fair view and
comply with the Companies (Guernsey) Law, 2008.
Where presentational guidance set out in the Statement of Recommended Practice
("SORP") for investment companies issued by the Association of Investment
Companies ("AIC") updated in July 2022 is consistent with the requirements of
IFRS, the Directors have sought to prepare the Audited Financial Statements on
a basis compliant with the recommendations of the SORP.
The Audited Financial Statements have been prepared on the historical cost
basis except for financial instruments at fair value through profit or loss,
which are measured at fair value.
(b) Going concern
In assessing the going concern basis of accounting, the Directors have
assessed the guidance issued by the Financial Reporting Council and considered
the Company's own financial position, market volatility, the on-going impact
of the Russian war on Ukraine and conflict in the Middle East, the imposition
of tariffs and the impact on global trade, inflation, interest rates and other
uncertainties impacting on the financial position and liquidity requirements
of the Company's investments.
At year-end the Company had a net asset position of £42,662,000 including
cash of £249,000, a convertible loan note of £250,000, derivative
investments of £1,357,000 and listed investments of £41,404,000.
The Company generates liquidity by raising capital and exiting investments. It
uses liquidity by making new and follow-on investments and paying company
expenses. The Directors ensure it has adequate liquidity by regularly
reviewing its financial position and forward-looking liquidity requirements.
In assessing its going concern status, the Directors have considered the level
of ongoing operating expenses relative to net assets, such expenses
approximating to 3% of net assets as at 31 December 2025.
The Directors are of the view that the Company will remain a going concern for
a period of at least 18 months from the date of approval of these Audited
Financial Statements and accordingly have prepared the Audited Financial
Statements on the going concern basis.
(b) Segmental reporting
The chief operating decision maker is the Board of Directors. The Directors
are of the opinion that the Company is engaged in a single segment of business
with the primary objective of investing in securities to generate capital
growth for shareholders. Consequently, no business segmental analysis is
provided.
The key measure of performance used by the Board is the Net Asset Value of the
Company (which is calculated under IFRS). Therefore, no reconciliation is
required between the measure of profit or loss used by the Board and that
contained in these Audited Financial Statements.
(c) Functional and presentation currency
The Audited Financial Statements of the Company are presented in the currency
of the primary economic environment in which it operates (its functional
currency). For the purpose of the Audited Financial Statements, the results
and financial position of the Company are expressed in pound sterling ("£").
All amounts have been rounded to the nearest thousand, unless otherwise
indicated.
(d) Income
Interest income is accounted for on an accruals basis and recognised in profit
or loss in the Audited Statement of Comprehensive Income. Interest income
includes interest earned on convertible loan and senior notes (UK treasury
debts), cash held at bank on call, on deposit and cash held as cash
equivalents.
(e) Expenses
Expenses are accounted for on an accruals basis. The Company's portfolio
management and administration fees, finance costs and all other expenses are
charged through the Audited Statement of Comprehensive Income and are charged
to revenue. Performance fee is charged to the capital column in the Audited
Statement of Comprehensive Income.
(f) Dividends to shareholders
Dividends are recognised in the year in which they are paid.
(g) Taxation
The Company has been granted exemption from liability to income tax in
Guernsey under the Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989
amended by the Director of Income Tax in Guernsey for the current year.
Exemption is applied and granted annually and is subject to the payment of a
fee which was £1,600 (2024: £1,600) for the year.
(i) Financial instruments
Recognition and derecognition of financial assets
The Company recognises a financial asset at its fair value, plus, in the case
of a financial asset not at fair value through profit or loss, transaction
costs that are directly attributable to the acquisition of the financial
asset. Transaction costs of financial assets carried at fair value through
profit or loss which are directly attributable to the acquisition are
capitalised.
A financial asset (in whole or in part) is derecognised either (i) when the
Company has transferred substantially all the risks and rewards of ownership;
or (ii) when it has neither transferred nor retained substantially all the
risks and rewards and when it no longer has control over the assets or a
portion of the asset; or (iii) when the contractual right to receive cash
flows has expired. The derecognised investments are measured at the weighted
average method. Any gain or loss on derecognition is recognised in 'Net gains
on investments held at fair value through profit or loss' in the Audited
Statement of Comprehensive Income.
Classification
The Company's financial assets are classified in the following measurement
categories:
· those to be measured at fair value through profit or loss; and
· those to be measured at amortised cost.
The classification depends on the entity's business model for managing the
financial assets and the contractual terms of the cash flows.
At initial recognition, the Company measures a financial asset at its fair
value, plus, in the case of a financial asset not at fair value through profit
or loss, transaction costs that are directly attributable to the acquisition
of the financial asset. Transaction costs of financial assets carried at fair
value through profit or loss are expensed in profit or loss.
Financial assets classified at fair value through profit or loss include
investments and convertible loan instruments that do not meet the criteria for
measurement at amortised cost.
Subsequent measurement of financial assets
Financial assets held at amortised cost
Assets that are held in order to collect contractual cash flows, and whose
contractual terms give rise on specified dates to cash flows that are solely
payments of principal and interest, are measured at amortised cost. These
assets are subsequently measured at amortised cost using the effective
interest method.
The Company has elected to apply the simplified approach permitted by IFRS 9
in respect of trade and other receivables. This approach requires expected
lifetime losses to be recognised from initial recognition of the receivables.
The Company's financial assets held at amortised cost include trade and other
receivables and cash and cash equivalents.
Financial assets at fair value through profit or loss
For investments actively traded in organised financial markets, fair value
will generally be determined by reference to Stock Exchange quoted market bid
prices at the close of business on the valuation date, without adjustment for
transaction costs necessary to realise the asset.
The Company has adopted a valuation policy for unquoted securities to provide
an objective, consistent and transparent basis for estimating the fair value
of unquoted equity securities in accordance with IFRS as well as The
International Private Equity and Venture Capital Valuation ("IPEV")
Guidelines.
The Company considers it impractical to perform an in-depth valuation analysis
for any unquoted investment on a daily basis (whether internally or with the
assistance of an independent third party). Therefore, it is expected that an
in-depth valuation of each investment will be performed: (i) on an annual
basis; and (ii) where DWL determines that a Triggering Event has occurred.
A "Triggering Event" may include any of the following:
· a subsequent round of financing (whether pro rata or otherwise)
by the relevant investee company;
· a significant or material milestone achieved by the relevant
investee company;
· a secondary transaction involving the relevant investee company
on which sufficient information is available;
· a change in the makeup of the management of the relevant investee
company;
· a material change in the recent financial performance or expected
future financial performance of the relevant investee company;
· a material change in the market environment in which the relevant
investee company operates; or
· a material movement in market indices or economic indicators.
Fair value is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at
the measurement date.
The change in fair value is recognised in profit or loss and is presented
within 'Net gains on investments held at fair value through profit or loss' in
the Audited Statement of Comprehensive Income.
IFRS requires the Company to measure fair value using the following fair value
hierarchy that reflects the significance of the inputs used in making the
measurements. IFRS establishes a fair value hierarchy that prioritises the
inputs to valuation techniques used to measure fair value. The hierarchy gives
the highest priority to unadjusted quoted prices in active markets for
identical assets or liabilities (Level 1 measurements) and the lowest priority
to unobservable inputs (Level 3 measurements).
The three levels of fair value hierarchy under IFRS are as follows:
· Level 1 reflects financial instruments quoted in an active
market.
· Level 2 reflects financial instruments whose fair value is
evidenced by comparison with other observable current market transactions in
the same instrument or based on a valuation technique whose variables include
only data from observable markets.
· Level 3 reflects financial instruments whose fair value is
determined in whole or in part using a valuation technique based on
assumptions that are not supported by prices from observable market
transactions in the same instrument and not based on available observable
market data. For investments that are recognised in the Audited Financial
Statements on a recurring basis, the Company determines whether transfers have
occurred between levels in the hierarchy by reassessing the categorisation
(based on the lowest material input) at the date of the event that caused the
transfer.
There were no unquoted investments at the year-end (2024: None).
Impairment of financial assets
The Company recognises lifetime expected credit losses ("ECL") for other
receivables and related party receivables, as the receivables are from loans
with non-contractual payment terms. The expected credit losses on these
financial assets are estimated using a provision matrix based on the Company's
historical credit loss experience, adjusted for factors that are specific to
the debtors, general economic conditions and an assessment of both the current
as well as the forecast direction of conditions at the reporting date,
including time value of money where appropriate.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the
assets of an entity after deducting all of its liabilities. Equity instruments
issued by the Company are recognised at the proceeds received, net of direct
issue costs.
Financial liabilities and equity
Debt and equity instruments are classified as either financial liabilities or
as equity in accordance with the substance of the contractual arrangement.
Financial liabilities, including borrowings, are initially measured at fair
value, net of transaction costs.
Financial liabilities are subsequently measured at amortised cost using the
effective interest method, with interest expense recognised on an effective
yield basis.
Derecognition of financial liabilities
The Company derecognises financial liabilities when, and only when, the
Company's obligations are discharged, cancelled or they expire.
(i) Cash and cash equivalents
Cash comprises cash and demand deposits. Cash equivalents are short-term,
highly liquid investments that are readily convertible to known amounts of
cash, are subject to insignificant risks of changes in value, and are held for
the purpose of meeting short-term cash commitments rather than for investment
or other purposes. Included in cash and cash equivalents at the year-end was
cash at bank of £249,000 (2024: £362,000).
(j) Other receivables
Other receivables do not carry interest and are short-term in nature and are
accordingly recognised at amortised cost.
(k) Foreign currency
Transactions and balances
At each Statement of Financial Position date, monetary assets and liabilities
that are denominated in foreign currencies are translated at the rates
prevailing at that date.
Non-monetary items carried at fair value that are denominated in foreign
currencies are translated at the rates prevailing at the date fair value is
measured. Non-monetary items that are measured in terms of historical cost in
a foreign currency are not retranslated. Exchange differences are recognised
in profit or loss in the year in which they arise. Transactions denominated in
foreign currencies are translated into pound sterling ("£") at the rate of
exchange ruling at the date of the transaction.
Foreign exchange gains and losses arising from translation are included in the
Audited Statement of Comprehensive Income.
Where foreign currency items are held at fair value, the foreign currency
movements are presented as part of the fair value change.
(l) Capital reserve
Profits achieved by selling investments and changes in fair value arising upon
the revaluation of investments that remain in the portfolio are all charged to
profit or loss in the capital column of the Audited Statement of Comprehensive
Income and allocated to the Capital reserve. The Capital reserve is also used
to fund dividend distributions.
(m) Revenue reserve
The balance of all items allocated to the revenue column of the Audited
Statement of Comprehensive Income for the year is transferred to the Company's
Revenue reserve.
(n) Investment entities
In accordance with IFRS 10 an investment entity is an entity that:
· obtains funds from one or more investors for the purpose of
providing those investor(s) with investment management services;
· commits to its investor(s) that its business purpose is to invest
funds solely for returns from capital application, investment income, or both;
and
· measures and evaluates the performance of substantially all of
its investments on a fair value basis.
The Directors are satisfied that the Company meets each of these criteria and
hence is an investment entity in accordance with IFRS 10.
3. Use of estimates and critical judgements
The preparation of Audited Financial Statements in accordance with IFRS
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the Audited Financial Statements and the reported
amounts of income and expenses during the year. Actual results could differ
from those estimates and assumptions.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Climate Change
In preparing the Company's Audited Financial Statements the Directors have
considered the impact of climate change risk as a principal risk as set out in
the Principal Risks and Uncertainties section of the Directors' Report and
have concluded that it does not have a material impact on the value of the
Company's investments. In line with IFRS, investments are valued at fair value
as disclosed in note 10. The Directors consider that the pricing of the
underlying portfolio of the Company's investments reflects market
participants' views of climate change risk and that there are no further
climate related influences on the NAV of the companies in which the Company
invests.
Derivative instruments
The Directors have exercised judgement in determining that the warrants meet
the definition of derivative financial instruments under IFRS 9. Accordingly,
they are classified as financial assets measured at fair value through profit
or loss.
As the instruments are not traded in an active market, their fair value has
been determined using an appropriate valuation technique. The Directors have
applied the Black-Scholes option pricing model to estimate fair value at each
reporting date.
The application of this model requires the use of significant estimates and
judgements, the inputs used are disclosed in note 10.
There are no other estimates or critical accounting judgements to note in the
current year.
Convertible loan note
The OTAQ convertible loan notes are classified as financial assets at fair
value through profit or loss.
As they are not traded in an active market, the fair value is determined using
an appropriate valuation technique. The valuation requires significant
judgement and estimates, including assessment of the issuer's financial
position, forecast cash flows, probability and timing of conversion or
repayment, and an appropriate discount rate reflecting credit and market risk.
Given the use of unobservable inputs, the valuation is subject to estimation
uncertainty and changes in key assumptions could result in a materially
different fair value at the reporting date. Further details of the valuation
methodology and key inputs are disclosed in note 10.
Fair value measurement and levelling of investments
Investments are measured at fair value in accordance with IFRS 13 and
classified within the fair value hierarchy (Levels 1, 2 or 3) based on the
lowest level significant input.
Judgement is required in selecting appropriate valuation techniques and
determining whether inputs are observable for the purposes of measurement and
classification within the fair value hierarchy.
Where investments are not quoted in an active market, fair value may be
determined by reference to quoted prices in inactive markets or to observable
market data for similar instruments (Level 2). Where observable inputs are not
available, valuation techniques incorporating unobservable inputs, such as
discount rates, forecast cash flows and credit assumptions, are applied (Level
3).
Classification within Level 3 involves significant estimation uncertainty, and
changes in key assumptions could materially affect carrying values. Further
details of hierarchy classification are disclosed in note 15.
4. New and revised standards
New standards, amendments and interpretations not yet adopted
Certain new accounting standards, amendments to accounting standards and
interpretations have been published that are not mandatory for 31 December
2025 reporting periods and have not been early adopted by the Company.
The key items include:
· Amendments to IFRS 9 and IFRS 7 - Classification and Measurement
of Financial Instruments, effective for annual reporting periods beginning on
or after 1 January 2026 (subject to adoption requirements);
· Annual Improvements to IFRS Accounting Standards (2024),
effective for annual reporting periods beginning on or after 1 January 2026;
· IFRS 18 - Presentation and Disclosure in Financial Statements
introduces three sets of new requirements to improve companies' reporting of
financial performance and give investors a better basis for analysing and
comparing companies that become effective for annual reporting periods
beginning on or after 1 January 2027; and
· IFRS 19 - Subsidiaries without Public Accountability:
Disclosures, effective for annual reporting periods beginning on or after 1
January 2027.
Standards, amendments and interpretations effective during the year
The following amendment is effective for the year ended 31 December 2025 and
has been adopted by the Company:
IAS 21 - Lack of Exchangeability (Amendments to IAS 21 The Effects of Changes
in Foreign Exchange Rates), effective for annual reporting periods beginning
on or after 1 January 2025.
The amendments clarify when a currency is exchangeable into another currency
and specify how an entity estimates the spot exchange rate when
exchangeability is lacking, together with related disclosures.
The Directors have assessed the impact of these amendments and concluded that
they did not have a material impact on the Company's Audited Financial
Statements for the year ended 31 December 2025, as the Company's transactions
and exposures are predominantly denominated in currencies that are readily
exchangeable.
There are no other standards, amendments to standards or interpretations that
are effective for annual reporting periods beginning on or after 1 January
2025 that have a material effect on the Audited Financial Statements of the
Company.
5. Interest income
Interest is accounted for using the effective interest method.
Interest income of £3,000 (2024: £8,000) was earned from Butterfield bank
accounts.
6. Portfolio management and performance fees
Year ended 31 December 2025 Year ended 31 December 2024
£'000 £'000
Portfolio management fees 521 344
Portfolio performance fees 476 481
Total portfolio management and performance fees 997 825
The Company procures portfolio management services directly from DWL, under
the Portfolio Management Agreement.
Management fee
The monthly management fee is equal to 1.5% of the Net Asset Value that is up
to and including £50 million, and 1% of the Net Asset Value that is above
£50 million (the "Management Fee"). The management fee is calculated and paid
monthly in arrears.
As at 31 December 2025, an amount of £55,000 (2024: £40,000) was outstanding
in respect of management fees.
Performance fee
For the year ending 31 December 2025 a performance fee may be payable to DWL,
the sum of which would be equal to 12.5% of the amount by which the Adjusted
Net Asset Value at the end of a Calculation Period exceeds the higher of: (i)
the Performance Hurdle Price; and (ii) the High Watermark (the "Performance
Fee"). The calculation period for the current year will be the period
commencing on 1 January 2025 and ending on 31 December 2025 (the "Calculation
Period").
As at 31 December 2025, an amount of £476,000 (2024: £481,000) was
outstanding in respect of performance fees payable to DWL.
7. Other expenses
Year ended Year ended
31 December 2025 31 December 2024
£'000 £'000
Directors' fees 125 125
Administration fee 105 86
Auditor's remuneration for:
- audit fees 25 21
- non-audit fees (prior year accrual release / reclassification) - (4)
Custodian fees 15 11
Broker fees 73 10
Registrars' fees 16 9
Listing fees 27 16
Regulatory fees 11 17
Legal fees and professional fees:
- ongoing operations 26 30
Directors' liability insurance 4 4
Depositary Fee - 2
Tax advice 6 -
Marketing expenses 32 -
Sundry expenses 43 25
Total other expenses 508 352
8. (Deficit) / Earnings per Ordinary Share
31 December 2025 31 December 2024 6 (#_ftn6)
Net return Per share Net return Per share
£'000 pence £'000 pence
Revenue return (646) (2.43) (456) (2.39)
Capital return 4,984 18.81 5,283 27.66
At 31 December 4,338 16.38 4,827 25.27
Weighted average number of Ordinary Shares 26,491,199 19,109,864
The return per share is calculated using the weighted
average number of Ordinary Shares.
9. Dividends
The Board has not declared or paid any dividends during the year (2024: nil).
10. Investments held at fair value through profit or loss
Convertible loan note Derivative Equity instruments Total Convertible loan note Equity instruments
instruments
31 December 31 December 31 December 31 December 31 31 December
December
2025 2025 2025 2025 2024 2024
£'000 £'000 £'000 £'000 £'000 £'000
Opening book cost 500 - 23,381 23,881 - 15,032
Opening investment holding unrealised gains - - 7,408 7,408 - 1,663
Opening valuation 500 - 30,789 31,289 - 16,695
Movements in the year
Purchases at cost - - 25,185 25,185 500 27,336
Sales - proceeds - - (18,935) (18,935) - (18,987)
Net gains on investments held at fair value through profit or loss 4,365 5,472
(250) 1,357 - 5,745
Closing valuation 250 1,357 41,404 43,011 500 30,789
Closing book cost 500 - 32,911 33,411 500 23,381
Closing investment holding unrealised gains 8,493 9,600 -
(250) 1,357 7,408
Closing valuation 250 1,357 41,404 43,011 500 30,789
Movement in unrealised gains during the year 1,409 2,516 - 6,198
(250) 1,357
Realised gain / (loss) on sale of investments 2,956 2,956 - (453)
- -
Net gain on investments held at fair value through profit or loss (250) 1,357 4,365 5,472 - 5,745
Total net gain on investments held at fair value through profit or loss (250) 1,357 4,365 5,472 - 5,745
Current assets 250 1,357 - 1,607 500 -
Non-current assets - - 41,404 41,404 - 30,789
Closing valuation 250 1,357 41,404 43,011 500 30,789
Derivative instruments
On 28 November 2025, as part of an equity fund raising by RentGuarantor
Holdings Plc ("RGG"), the Company was issued with 9,133,334 warrants to
subscribe for one new ordinary share in RGG at a price of 17.5 pence,
exercisable at any time for a one-year period.
The warrants contain an accelerator clause such that RGG may serve notice on
the warrant holders to exercise their warrants in the event that the closing
mid-market share price of RGG's ordinary shares reaches 35p or more over a
consecutive 14-day trading period.
As at year end, the warrants had not been exercised and the Company has valued
the warrants using the Black Scholes methodology at a price of 14.8587 pence.
Key inputs at 31 December 2025 were:
Underlying share price 30.5p
Exercise price 17.5p
Volatility of the shares 149.03%
Risk-free interest rate over the expected life of the warrants 3.554%
Time to maturity 331 days
Expected dividends 0p
Convertible loan note
On 12 July 2024, the Company purchased a convertible loan note in OTAQ plc for
a consideration of £500,000. The loan note incurs interest at 10% per annum
for the first three years and 12.5% for the next two years if the loan has not
yet converted. Interest is payable quarterly in arrears based on calendar
quarters. The conversion price on the loan note is £0.03 per share with an
option to receive the principal loan amount if the conversion rate is
unfavourable.
On 10 June 2025 OTAQ plc appointed voluntary liquidators to wind up the
company. This course of action triggered all loan note holders including
Onward Opportunities to call in their security on the assets, opting to
transfer them into a NewCo, ringfenced from OTAQ plc and its other creditors.
This process is now advanced with key terms and structures agreed, including a
realisation plan. The Loan Notes are held at 50% of cost which is considered
to be a reasonable approximation of fair value as at 31 December 2025 and an
even more significant discount to potential realisable value and this
methodology will be monitored on an ongoing basis.
NewCo successfully disposed of some initial assets at a material premium to
the original and revised carrying value in early 2026.
11. Unsettled trades
At the year end, the net amount in relation to trades that were settled post
year-end was £21,000 (2024: £95,000).
12. Share Capital
No of
shares £'000
Ordinary Shares at no par value
Opening balance as at 1 January 2024 16,027,290 15,536
Issue of shares 7,952,464 9,450
Issue costs - (325)
At 31 December 2024 23,979,754 24,661
Issue of shares 5,711,434 7,464
Issue costs - (161)
At 31 December 2025 29,691,188 31,964
The holders of Ordinary Shares have the right to receive notice of and attend,
speak and vote in general meetings of the Company. They are also entitled to
participate in any dividends and other distributions of the Company.
13. Net Asset Value per Ordinary Share
The Net Asset Value per Ordinary Share and the Net Asset Value at the year-end
calculated in accordance with the Articles of Incorporation were as follows:
31 December 2025 31 December 2024
NAV NAV NAV NAV
per share attributable per share attributable
pence £'000 pence £'000
Ordinary Shares: basic and diluted 143.69 42,662 129.37 31,021
The Net Asset Value per Ordinary Share is based on 29,691,188 (2024:
23,979,754) Ordinary Shares, being the number of Ordinary Shares in issue at
the year end.
14. Other expense payments
31 December 31 December
2025 2024
£'000 £'000
Total gains for the year 4,338 4,827
Net gains on investments held at fair value
through profit or loss (5,460) (5,745)
Interest expense/(income) (3) (26)
Dividend income (380) (233)
Movement in working capital
(Increase) / decrease in other receivables (9) 25
(Decrease) / increase in payables (45) 474
Total other expense payments (1,559) (678)
15. Financial instruments and capital disclosures
The Company's activities expose it to a variety of financial risks; market
risk (including other price risk, foreign currency risk and interest rate
risk), credit risk and liquidity risk.
Certain financial assets and financial liabilities of the Company are carried
in the Audited Statement of Financial Position at their fair value. The fair
value is the amount at which the asset could be sold, or the liability
transferred in a current transaction between market participants, other than a
forced or liquidation sale. For investments actively traded in organised
financial markets, fair value is generally determined by reference to Stock
Exchange quoted market mid prices and Stock Exchange Electronic Trading
Services ("SETS") at last trade price at the year-end date, without adjustment
for transaction costs necessary to realise the asset. Other financial
instruments not carried at fair value are typically short-term in nature and
reprice to the current market rates frequently. Accordingly, their carrying
amount is a reasonable approximation of fair value. This includes cash and
cash equivalents, other receivables and other payables.
The Company measures fair values using the following hierarchy that reflects
the significance of the inputs used in making the measurements. Categorisation
within the hierarchy has been determined on the basis of the lowest level
input that is significant to the fair value measurement of the relevant assets
as follows:
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or
liabilities.
An active market is a market in which transactions for the asset or liability
occur with sufficient frequency and volume on an ongoing basis such that
quoted prices reflect prices at which an orderly transaction would take place
between market participants at the measurement date. Quoted prices provided by
external pricing services, brokers and vendors are included in Level 1, if
they reflect actual and regularly occurring market transactions on an
arm's-length basis.
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 2 inputs include the following:
· quoted prices for similar (i.e., not identical) assets in active
markets;
· quoted prices for identical or similar assets or liabilities in
markets that are not active. Characteristics of an inactive market include a
significant decline in the volume and level of trading activity, the available
prices vary significantly over time or among market participants or the prices
are not current;
· inputs other than quoted prices that are observable for the asset
(for example, interest rates and yield curves observable at commonly quoted
intervals); and
· inputs that are derived principally from, or corroborated by,
observable market data by correlation or other means (market-corroborated
inputs).
Level 3 - Inputs for the asset or liability that are not based on observable
market data (unobservable inputs).
The level in the fair value hierarchy within which the fair value measurement
is categorised is determined on the basis of the lowest level input that is
significant to the fair value measurement as a whole. 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.
At 31 December 2025 Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
Equity instruments 40,782 622 - 41,404
Derivative instruments - 1,357 - 1,357
Convertible loan note - - 250 250
40,782 1,979 250 43,011
At 31 December 2024 Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
Equity instruments 30,789 - - 30,789
Convertible loan note - - 500 500
30,789 - 500 31,289
The Company has exposure to level 1, level 2 and level 3 instruments in the
current year.
The following table shows a reconciliation of the opening balance to the
closing balance for fair values:
31 December 2024
31 December 2025
£'000 £'000 £'000 £'000 £'000
Level 1 Level 2 Level 3 Level 1 Level 3
Opening balance 30,789 - 500 16,695 -
Purchases at cost 25,185 - - 27,336 500
Sales at cost (18,935) - - (18,987) -
Reclassification (622) 622
Total gains included in net gains on investments in the Audited Statement of
Comprehensive Income
- on assets sold 2,956 - - (453) -
- on assets held at year end 1,409 1,357 (250) 6,198 -
40,782 1,979 250 30,789 500
Investments are transferred between levels at the point of the trigger event.
During the year one investment was reclassified from Level 1 to Level 2 (2024:
none). This reclassification occurred because of low trading volumes which the
Directors concluded did not demonstrate an active market as required to be
Level 1. Level 2 fair values were determined using quoted prices and valuation
techniques incorporating observable market data.
The main risks that the Company faces arising from its financial instruments
are:
(i) market risk, including:
- other price risk, being the risk that the value of investments will
fluctuate as a result of changes in market prices;
- interest rate risk, being the risk that the future cash flows of a
financial instrument will fluctuate because of changes in interest rates;
(ii) credit risk, being the risk that a counterparty to a financial
instrument will fail to discharge an obligation or commitment that it has
entered into with the Company; and
(iii) liquidity risk, being the risk that the Company will not be able to meet
its liabilities when they fall due. This may arise should the Company not be
able to liquidate its investments.
Market and other price risk
The management of price risk is part of the portfolio management process and
is characteristic of investing in equity securities. The investment portfolio
is managed with an awareness of the effects of adverse price movements through
detailed and continuing analysis with an objective of maximising overall
returns to shareholders. Although it is the Company's current policy not to
use derivatives, they may be used from time to time for the purpose of
efficient portfolio management and managing any exposure to assets denominated
in currencies other than pound sterling.
If the investment portfolio valuation rose or fell by 10% at 31 December 2025,
the impact on the net asset value would have been £4,301,000/(£4,301,000)
(2024: £3,129,000/(£3,129,000)). The calculations are based on the
investment portfolio valuation as at the Audited Statement of Financial
Position date and are not necessarily representative of the year as a whole.
Interest rate risk
The financial assets and financial liabilities exposed to interest rate risk
are as shown below:
In one year Greater than
or less one year Total
2025 £'000 £'000 £'000
Convertible loan note 250 - 250
Cash at bank 249 - 249
Total 499 - 499
In one year Greater than
or less one year Total
2024 £'000 £'000 £'000
Convertible loan note - 500 500
Cash at bank 362 - 362
Total 362 500 862
Interest risk table
The following tables detail the Company's remaining contractual maturity for
its current financial assets and liabilities.
2025 Interest Year 1 Year 1 - 2 Over 2 years £'000 Total £'000
rate % £'000 £'000
Assets
Convertible loan note 10% 250 - - 250
Derivative instruments Interest free 1,357 - - 1,357
Cash at bank Daily bank 249 - - 249
Other receivables Interest free 22 - - 22
Total 1,878 - - 1,878
Liabilities
Other current liabilities Interest free 620 - - 620
Total 620 - - 620
2024 Interest Year 1 Year 1 - 2 Over 2 years £'000 Total £'000
rate % £'000 £'000
Assets
Convertible loan note 10% 10 - 500 510
Cash at bank Daily bank 362 - - 362
Other receivables Interest free 25 - - 25
Total 397 - 500 897
Liabilities
Other current liabilities Interest free 665 - - 665
Total 665 - - 665
Credit risk
Credit risk is the risk that a counterparty to a financial instrument will
fail to discharge an obligation or commitment that it has entered into with
the Company. The Audit and Risk Committee has in place a monitoring procedure
in respect of counterparty risk which is reviewed on an ongoing basis.
The carrying amounts of financial assets best represent the maximum credit
risk exposure at the Audited Statement of Financial Position date, and the
main exposure to credit risk is via Butterfield Bank (Channel Islands)
Limited, the Company's Custodian (the "Custodian"), who is responsible for the
safeguarding of the Company's cash balances.
At the reporting date, the Company's financial assets exposed to credit risk
amounted to the following:
2025 2024
Total Total
£'000 £'000
Convertible loan note (fair value) 250 500
Convertible loan note interest receivable - 10
Cash at bank 249 362
Other receivables 22 25
Total 521 897
All the assets of the Company which are traded on a recognised exchange are
held on its behalf by the Custodian. Bankruptcy or insolvency of the Custodian
may cause the Company's rights with respect to securities held by the
Custodian to be delayed or limited.
The credit risk on cash is controlled through the use of counterparties or
banks with high credit ratings, rated B or higher, assigned by international
credit rating agencies. Bankruptcy or insolvency of such financial
institutions may cause the Company's ability to access cash placed on deposit
to be delayed, limited or lost.
Cash of £249,000 (2024: £362,000) was held with Butterfield Bank (Channel
Islands) Limited and £nil (2024: £nil) with Alpha FX Group plc at year-end.
The credit rating of Butterfield Bank (Channel Islands) Limited was A2 at the
year-end(( 7 (#_ftn7) )).
Liquidity risk
Liquidity risk is defined as the risk that the Company does not have
sufficient liquid resources to meet its obligations as they fall due. In
managing the Company's assets, the Company will seek to ensure that it holds
at all times a portfolio of assets (including cash) to enable the Company to
discharge its payment obligations as they fall due. The Company may also
maintain a short-term overdraft facility that it may utilise from time to time
to manage short-term liquidity.
The Company's liquidity risk is maintained by the Board in accordance with
established policies, procedures and governance structures in place. Cash flow
forecasting is reviewed by the Board to ensure that it has sufficient cash to
meet obligations as they fall due.
The maturity profile of the Company's current assets and liabilities is
presented in the following table:
Up to Between Between Total
3 months 3 and 12 1 and 5
months years
2025 £ £ £ £
Assets
Cash at bank 249 - - 249
Other receivables 22 - - 22
Convertible loan note - 250 - 250
Derivative instruments - 1,357 - 1,357
Liabilities
Current liabilities (620) - - (620)
Total (349) 1,607 - 1,258
Up to Between Between Total
3 months 3 and 12 1 and 5
months years
2024 £ £ £ £
Assets
Cash at bank 362 - - 362
Other receivables 25 - - 25
Convertible loan note 10 - 500 510
Liabilities
Current liabilities (665) - - (665)
Total (268) - 500 232
The Board ensure that a robust assessment of the principal risks facing the
Company has been undertaken (including those risks that would threaten its
business model, future performance, solvency or liquidity) and provide advice
on the management and mitigation of those risks.
Capital management objectives, policies and procedures
The structure of the Company's capital is described in note 13 and details of
the Company's reserves are shown in the Audited Statement of Changes in Equity
on page 65.
The Company's capital management objectives are:
· to ensure that it is able to continue as a going concern; and
· to generate long-term capital growth through investing in a
portfolio consisting primarily of equity or equity related securities of UK
smaller companies that are predominantly listed or admitted to trading on
markets operated by the London Stock Exchange.
The Board, with the assistance of the Portfolio Manager, regularly monitors
and reviews the broad structure of the Company's capital. These reviews
include:
· the extent to which revenue reserves should be retained or
utilised; and
· ensuring the Company's ability to continue as a going concern.
16. Related parties
DWL provides portfolio management services to the Company.
Year ended Year ended
31 December 31 December
2025 2024
£'000 £'000
Fees charged / (recharged) by DWL:
Management fees
Total management fee charged 521 344
Management fee outstanding 55 40
AIFM recharge 8 (#_ftn8)
Total AIFM fee recharged (56) (55)
AIFM fee recharge outstanding (9) (5)
Performance fees
Total Performance fees charged 476 481
Performance fees outstanding 476 481
AIFM fee charged:
Total AIFM fee charged by FundRock 19 55
Total AIFM fee charged by GFM 42 -
AIFM fee outstanding 5 5
Directors' fees:
Total Directors' fees charged 125 125
Directors' fees outstanding - -
As at 31 December 2025 the following Directors have holdings in the Company:
Director Number of % Ordinary Shares in
Ordinary Shares issue as at 31 December 2025
Andrew Henton 100,000 0.3368
Susan Norman 45,104 0.1519
Luke Allen 25,052 0.0844
Henry Freeman 20,000 0.0674
Maria Jose Freeman (spouse of Henry Freeman) 5,500 0.0185
Adrian Norman (spouse of Susan Norman) 4,878 0.0164
As at 31 December 2024 the following Directors had holdings in the Company:
Director Number of % Ordinary Shares in
Ordinary Shares issue as at 31 December 2024
Andrew Henton 100,000 0.4170
Susan Norman 45,104 0.1881
Luke Allen 25,052 0.1045
Henry Freeman 15,000 0.0626
Adrian Norman (husband of Susan Norman) 4,878 0.0203
17. Post Statement of Financial Position events
Subsequent to the period end the Company has raised a further £4.5m by way of
additional subscription for 3,088,906 new ordinary shares. The Company now has
a total of 32,780,094 ordinary shares in issue.
On 5 February 2026 Dowgate Capital Limited ceased to be a broker of the
Company and Cavendish Capital Markets Limited became the sole broker.
There has not been any other matter or circumstance occurring subsequent to
the end of the financial year that has significantly affected, or may
significantly affect, the operations of the Company, the results of those
operations, or the state of affairs of the Company in future financial
periods.
Corporate Information
Directors
Andrew Henton, Chairman
Henry Freeman
Luke Allen
Susan Norman
Registered office
Les Echelons Court
Les Echelons
St Peter Port
Guernsey
GY1 1AR
Portfolio Manager
Dowgate Wealth Limited ("DWL")
15 Fetter Lane
London
EC4A 1BW
AIFM
Global Fund Management Services Limited ("GFM") (Effective 3 May 2025)
Les Echelons Court
Les Echelons
St Peter Port
Guernsey
GY1 1AR
FundRock Management Company (Guernsey) Limited (Until 3 May 2025)
1 Royal Plaza
Royal Avenue
St Peter Port
Guernsey
GY1 2HL
Nominated Advisor and Joint Broker
Cavendish Capital Markets Limited (Sole broker from 5 February 2026)
1 Bartholomew Close
London
EC1A 7BL
Joint Broker
Dowgate Capital Limited (Until 5 February 2026)
15 Fetter Lane
London
EC4A 1BW
Administrator and Company Secretary
NSM Funds Limited ("NSMF") (Effective 3 May 2025)
Les Echelons Court
Les Echelons
St Peter Port
Guernsey
GY1 1AR
Apex Fund and Corporate Services (Guernsey) Limited (Until 3 May 2025)
1 Royal Plaza
Royal Avenue
St Peter Port
Guernsey
GY1 2HL
Registrar
MUFG Corporate Markets
Mont Crevelt House
Bulwer Avenue
St Sampson
Guernsey
GY2 4LH
Custodian
Butterfield Bank (Channel Islands) Limited
PO Box 25
Martello Court
Admiral Park
St Peter Port
Guernsey
GY1 3AP
English Legal Adviser to the Company
Gowling WLG (UK) LLP
4 More London Riverside
London
SE1 2AU
Guernsey Legal Adviser to the Company
Collas Crill LLP
Walkers
(Guernsey) LLP
Glategny
Court
Block B
PO Box 140
Helvetia
Court
Glategny Esplanade
Les Echelons
St Peter Port
St
Peter Port
Guernsey
Guernsey
GY1 4EW
GY1 1AR
Independent Auditor
Grant Thornton Limited
St James Place
St James Street
St Peter Port
Guernsey
GY1 2NZ
1 (#_ftnref1) The Net Asset Value ("NAV") is the amount of total assets less
total liabilities, i.e., the difference between what the Company owns and what
it owes., per share.
2 (#_ftnref2) * denotes less than 12-month holding period for IRR
calculation
(( 3 (#_ftnref3) )) The section 172 of the Companies Act 2006 applies
directly to UK domiciled companies. Nonetheless, the intention of the UK Code
and the AIC Code is that the matters set out in section 172 are reported on by
all companies, irrespective of domicile, provided this does not conflict with
local company law.
4 (#_ftnref4) Section 262(1) of the Companies (Guernsey) Law, 2008 requires
the auditor to make a report to the company's members, not its shareholders.
5 (#_ftnref5) Dividend income recognised in the years ended 31 December 2023
and 31 December 2024 has been reclassified from "Capital reserve" to "Revenue
reserve" to reflect its nature as realised profits available for distribution.
The reclassification has no impact on Total equity.
6 (#_ftnref6) Dividend income has been reclassified as a revenue return for
2024
(#_ftnref7) (7) Credit rating obtained from Moody's. Moody's is a leading
index provider and data source of independent credit ratings.
8 (#_ftnref8) AIFM fees are paid by the Company and are reimbursed by DWL
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