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REG - Schroder Br.Opps.Tst - Final Results

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RNS Number : 8911S  Schroder British Opportunities Tst.  29 July 2025

Tuesday, 29 July 2025

 

SCHRODER BRITISH OPPORTUNTIES TRUST PLC

(the "Company")

 

ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025

 

Schroder British Opportunities Trust plc announces its financial results for
the year ended 31 March 2025.

 

Key highlights

 

·      The Board proposes to amend the Company's investment objective
and investment policy so that its strategy is focused exclusively on private
equity investments.

·      The Board also proposes to seek approval to adopt new Articles of
Association, which would bring forward the date on which shareholders may vote
on the Company's continuation from early 2028 to early 2027.

·      The private equity portfolio is currently valued at 1.5x cost,
highlighting strong performance versus original investment.

·      Both the Investment Manager and the Board believe that
concentrating on private equity presents a more attractive opportunity for
shareholder returns.

·      During the year under review the Company's NAV per share
increased marginally by 0.5%. This follows an increase in the previous year of
2.5% and 11.2% from inception.

 

 

Investor Presentation

 

The Portfolio Managers have recorded an overview of the year end results and
you can access this presentation by the following link:
https://schro.link/sbot2025 (https://schro.link/sbot2025)

 

Justin Ward, Chair of Schroder British Opportunities Trust plc commented:

"With the majority of capital now deployed across a well-diversified
portfolio, we are entering a phase where asset maturity and company
performance will increasingly drive realisation opportunities and long-term
returns. At the same time, the Portfolio Managers continue to identify a
robust pipeline of opportunities in the UK private equity market and the
Board's proposals to amend the investment policy to focus exclusively on
private equity investments will allow shareholders to take advantage of this
through the unique access to Schroders Capital deal flow that the Company
provides."

The Company's Annual Report and Financial Statements for the year ended 31
March 2025 are also being published in hard copy format and an electronic copy
will shortly be available to download from the Company's website:
www.schroders.com/sbot (http://www.schroders.com/sbo)

 

The Company has submitted a copy of its Annual Financial Report to the
National Storage Mechanism and it will shortly be available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

 

 

Enquiries:

 Katherine Fyfe / Phoebe Merrell (Company Secretary)  020 7658 6000

 Schroder Investment Management Limited
 Charlotte Banks (Press)                              020 7658 6000

 Schroder Investment Management Limited

 

 

Annual Report and Financial Statements for the year ended 31 March 2025

 

Chairman's Statement

 

"The Portfolio Managers continue to identify a robust pipeline of
opportunities in the UK private equity market, with strong and consistent deal
flow across their focus sectors."

I am pleased to present my first annual report as Chair, and the Company's
fifth annual report since the launch of the Company in 2020. This report
covers the year ended 31 March 2025.

Circular

Alongside this report, the Board has also issued a circular to shareholders
including a notice of General Meeting scheduled for 9 September 2025,
detailing the Board's proposals to amend the Company's investment objective
and investment policy to change its strategy such that it will invest only in
private equity investments. At the same time as amending the investment policy
to reflect a wholly private equity portfolio, the proposals also seek approval
to adopt updated Articles of Association, contingent on the adoption of the
new investment policy, to bring forward the date on which shareholders will be
given an opportunity to vote on the Company's continuation from early 2028 to
early 2027 ("Continuation Vote"). The resolution gives shareholders the same
weighted voting provisions as that provided for by the 2028 resolution and
amends the process for a cessation by providing for a managed wind-down.
These proposals will take the form of shareholder resolutions, which, if
passed, will replace the Company's investment policy (which includes its
investment objective) as well as adopting a procedure for the disposal of
assets and returns of capital to shareholders should shareholders not support
a continuation of the Company. As has always been the Board's intention,
shareholders will be consulted ahead of the 2027 vote being put to
shareholders and alternative proposals put forward if appropriate.

Performance

During the year under review the Company's NAV per share increased marginally
by 0.5% from 110.54p. This follows an increase in the previous year of 2.5%
and 11.2% from inception.

The modest increase in NAV over the past 12 months was primarily driven by
positive revaluations in the private equity portfolio. The private equity
holdings performed well overall, achieving a fair value gain of £0.5 million
during the year, despite some individual revaluation pressures, foreign
exchange movements, and other market headwinds. Over the year, the public
equity portfolio was broadly flat, contributing 0.12% to the Company's NAV
performance.

The Company's investment strategy, favouring growth capital and buyout
opportunities over venture or pre-IPO exposures, has underpinned its
performance amid a challenging inflationary and interest rate backdrop. Across
the private portfolio, companies have exhibited both higher sales growth and
stronger operational profitability than listed market equivalents.

At the year end, the portfolio consisted of 10 private companies (71.7% of
NAV); 20 public companies (18.9% of NAV) and cash and other net liabilities
of £9.0 million (9.4% of NAV). The top 10 holdings represented 79.3% of total
investments.

Performance Fee

Under the terms of the Alternative Investment Fund Manager Agreement, the
Investment Manager is entitled to a performance fee. As of 31 March 2025,
a performance fee of £1,670,000 remained accrued but unpaid (31 March 2024:
£1,670,000). Realised gains totalling £554,000 arising from the partial
disposal of the investment in Waterlogic during 2023/24 and the sale of the
investment in Graphcore in 2024/25 are available to settle the accrued
performance fee. It has been agreed that this amount will be paid during the
current financial year.

The Investment Manager and the Board have agreed that certain changes should
be made to the performance fee to more closely align it to the Company's
strategy. These are as follows:

•     costs taken into account when calculating the performance fee are
currently restricted to costs associated with the private equity portfolio. In
future all administrative and operating costs of the Company will be taken
into account, as well as taxes payable in respect of the PE portfolio; and

•     for the purposes of the performance fee calculation, cash, cash
equivalents and money market funds, excluding any gains generated, will be
included within the Private Equity portfolio.

The effective date of the changes will be from 1 April 2025, to align the new
arrangements with the Company's financial reporting periods.

Market

UK markets were volatile during the year under review, initially due to
uncertainty from the change in government. The new Labour government aimed to
stimulate economic growth, but policy shifts such as higher employer national
insurance and increased minimum wages dented business and consumer confidence.
This contributed to ongoing softness in the share prices of domestically
oriented UK companies, particularly small and mid-cap stocks. Initial optimism
in larger UK firms following Donald Trump's re-election in the US faded as
global markets confronted an unstable geopolitical climate characterised by
new US tariffs and heightened policy uncertainty.

Despite this volatility, the Company's private equity holdings provided
resilience, focused on UK small and mid-sized businesses within services and
software sectors. Although private equity activity was muted in early 2024 due
to persistent inflation and elevated interest rates, the latter half of the
year saw a marked recovery in investor sentiment and deal flow, supported by
improved economic indicators and political stability.

The Company's diversified approach continued to help weather market headwinds,
with the private equity portfolio currently valued at 1.5x cost, highlighting
strong performance versus original investment.

Valuations

The Company continues to apply a cautious approach to valuation, ensuring
portfolio companies are held at carefully considered valuations as compared to
publicly traded peers.

As a reminder, the private portfolio is subject to a valuations process led by
independent non-executive Director Professor Tim Jenkinson, an acknowledged
expert of private equities valuation metrics. The Company is fortunate to have
a specialist valuations team within Schroders, which is independent of the
Portfolio Managers, and who report their findings directly to the Board. The
results reported reflect their in-depth analysis and a discursive and
challenging valuations process. In all cases, public market comparables are
used.

Discount management

The discount to NAV widened during the year under review from 27.8% to 37.1%.
Given the Board's confidence in the valuations process, as outlined above,
there is little logic to this discount applying to the Company other than to
cite market sentiment to private equity investment companies generally. It
certainly does not reflect the aggregate operational performance of the
Company's unquoted holdings since inception, which represents 71.3% of the
Company's investments.

Buybacks are one of several mechanisms the Board actively considers for
reducing this discount. The use of our cash reserves is a matter of regular
review. We aim to balance the benefits of highly accretive buybacks when
discounts are high against ensuring that we hold appropriate reserves to fund
potential follow-on investments in the private portfolio and capture the best
of the new investment opportunities that we continue to see. Given the current
pipeline, particularly from companies that want to stay private for longer and
taking into consideration the current size of the trust, we have chosen not to
buy back throughout the year.

Board changes

During the year Jemma Bruton and I joined the Board as independent
non-executive Directors and following the retirement of Neil England at the
2024 AGM, I succeeded him as Chair of the Company. Subsequent to year end, it
was agreed that effective from 30 September 2025, Jemma will act as Chair to
the Management Engagement Committee.

Dividend

No dividend has been declared or recommended for the year. The Company is
focused on providing capital growth and has a policy to only pay dividends to
the extent that it is necessary to maintain the Company's investment trust
status.

Presentation from the Portfolio Managers

The Portfolio Managers have recorded an overview of the year end results and
you can access this presentation either by using the following link or via the
website: https://schro.link/sbot2025.

Regular news about the Company can also be found on the Company's website.

Shareholder meetings

Both the Annual General Meeting and General Meeting will be held on
9 September 2025 at 1:00pm and 1:30pm respectively, at 1 London Wall Place,
London EC2Y 5AU.

The Board welcomes shareholders' comments and questions for them or for the
Portfolio Managers. A short presentation will be given by the investment
management team at the AGM. Please contact us via our Company Secretary's
email: amcompanysecretary@schroders.com or, if you prefer to write in, to: The
Company Secretary, Schroder British Opportunities Trust plc, at the above
address. We will endeavour to get your questions answered at or prior to the
AGM and will be providing answers to commonly asked questions on our webpage.

Shareholders are encouraged to cast their votes for both meetings by proxy to
ensure that they are counted. The Directors consider that all of the
resolutions listed are in the best interests of the Company and its
shareholders and therefore recommend a vote in favour of each, as the
Directors intend to do in respect of their own holdings.

Outlook

The Board recognises that, since the Company's IPO in 2020, much of the
positive performance of the Company's portfolio has come from its minority
equity investments in private companies, which to date have delivered a return
of 1.5x the original investment and which as at 31 March 2025 represented
71.3% of Total Investments. As such, and following a comprehensive shareholder
consultation exercise, the Board has published a circular which details
proposals to change the Company's investment objective and investment policy
such that they are focused entirely on minority investments in private
companies.

The Portfolio Managers continue to identify a robust pipeline of opportunities
in the UK private equity market, with strong and consistent deal flow across
their focus sectors. Our strategy will remain centred on small to mid-sized
buyout-stage companies, which offers access to a broader range of investment
opportunities with comparatively less competition. With the majority of
capital now deployed across a well-diversified portfolio, we are entering a
phase where asset maturity and company performance will increasingly drive
realisation opportunities and long-term returns.

 

Justin Ward

Chair

28 July 2025

 

Investment Manager's Review

 

"Our focus will continue to be on small to mid-sized buyout-stage companies,
as they tend to benefit from a favourable capital supply-demand dynamic and
face lower competition for a broader range of deals... this market segment
offers compelling entry points for investment with less reliance on debt
financing and significant potential for value creation."

 

Summary

 

Financial performance

Net asset value increased by 0.5%, from £81.3 million as at 31 March 2024 to
£81.7 million as at 31 March 2025.

Main positive performers over the 12 months:

-              Headfirst (unquoted)

-              Trustpilot (quoted)

-              Pirum (unquoted)

 

Main negative performers over the 12 months:

-              Rapyd (unquoted)

-              Cera Care (unquoted)

-              SSP (quoted)

 

Portfolio overview

Focus on growing mostly profitable companies that have strong balance sheets
and that can sustainably compound their earnings over the long run.

Unquoted allocation focused on growth capital and small/mid-market
buyout-stage companies, avoiding areas at greatest valuation risk.

Main activity over the 12 months included:

-              New private equity investments made in HeadFirst
and Acturis

-              Sale of Graphcore (unquoted)

-              New public equity investments Forterra and
Warpaint

-              Exit of listed positions in Ascential, Learning
Technologies and Sosandar (quoted)

 

Outlook

Investment strategy shift

The Board have put forward proposals to shift the investment strategy to focus
entirely on private equity investments which we believe offers a better
opportunity set in the current environment.

New drivers of PE market returns

Strategies focused on identifying mid market companies that exhibit strong
underlying financial performance poised to do well in current environment.

Future opportunities

Strong pipeline of opportunities within the UK private equity market and we
continue to see interesting deal flow in the core sectors.

Changes during the year

On 17th March 2025, a statement was released regarding the proposed material
change to the Company's investment policy.

Since IPO, the Company's net asset value ("NAV") has increased from £73.5
million to £81.7 million, with a fair value gain of £13.7 million. This gain
comprises of: £21.3 million fair value gain on the unquoted (private equity)
portfolio; £1.9 million fair value gain on derivatives and money market
instruments; and, partially offset by a £9.5 million fair value loss on the
quoted portfolio. We have seen strong performance in the private equity
portfolio, which is currently held at 1.5x original investment, whilst the
quoted portfolio has faced difficult market conditions and has detracted from
the overall NAV performance. It is therefore the view of both the Investment
Manager and the Board, that the private equity portion of the portfolio offers
a better opportunity set in the current environment. As such and following
discussions with shareholders, the Board is proposing to materially change the
Company's Investment Policy such that it is focused entirely on private equity
investments (the "Proposed Material Change").

As at 31 March 2025, private equity investments accounted for 71.7% of NAV,
public equity investments 18.9%, and cash and other net liabilities 9.4%.
Should shareholders vote to approve the Proposed Material Change, it is
expected that the Company's public equity investments will be transitioned to
cash, cash equivalent investments or other instruments as permitted by the
Company's investment policy, pending reinvestment into private equity
investments. Tim Creed and Peraveenan Sriharan will remain Co-Portfolio
Managers, with responsibility for the entire portfolio, following the Proposed
Material Change. They will be supported by, Chris Taylor, Head of Pan European
Equities, who will oversee the transition of the existing public equity
portfolio on behalf of Schroders. Rory Bateman, the public sleeve Co-Manager
retired at the end of February 2025 and Uzo Ekwue has stepped down as
Co-Portfolio Manager.

The Proposed Material Change is subject to approval by shareholders.

Market

The early part of the reporting period was characterised by a newly elected
Labour government, which promised to prioritise economic growth. At the time
there was a stable global economic backdrop, dominated by US exceptionalism,
which featured vibrant economic growth and investment. However, in the lead up
to October's main fiscal event, the new UK government highlighted the
problems facing the nation and delivered one of the most far-reaching Budgets
in many years, which included increases in national insurance for employers as
well as National Minimum Wage increases. Consumers, and businesses, confidence
took a hit and has led to sustained weakness in share prices of the UK
market's domestic stocks, particularly in small and mid-sized companies.

In the US, Donald Trump's victory in the November election for a second term
initially boosted market sentiment for larger UK-listed companies that were
exposed to the US economy. The strength of the dollar provided a further
tailwind to the performance of those companies with significant international
earnings. However, since President Trump's inauguration in January, we have
witnessed an increasingly uncertain geopolitical and business environment with
a slew of executive orders which targeted government efficiency and tariffs on
all countries exporting to the US and particularly China. In this more
uncertain environment, all companies have seen a varying level of impact and
have struggled to perform, both in the UK and elsewhere in the world.

While the Company's private equity ("PE") portfolio has continued to perform
well in aggregate, private equity markets have not been immune to economic
headwinds over the past few years, with 2024 and early 2025 providing both
challenges and reasons for optimism. As a reminder, our focus is on the small
to mid-market area of the UK private equity landscape.

UK private equity activity was relatively subdued during the first half of
2024, with persistent inflation, high interest rates and geopolitical
uncertainty. In the second half of 2024 and into 2025, improved economic
indicators and political stability helped revive investor confidence.
According to KPMG's UK mid-market PE snapshot for 2024, mid-market PE deal
volumes rose to their highest levels in more than three years in the second
half of 2024, with deal volume up 15.5% year-on-year.

Whilst listed markets have been particularly volatile since the announcement
of the US trade tariffs, given the nature of our portfolio, small to
mid-market UK private equity into predominately services and software-oriented
companies, we do not expect any significant impact on the portfolio. We are
closely monitoring the impact of the US trade war and the associated global
market volatility. Although the initial measures are not expected to
significantly affect the portfolio, we are continually assessing the
longer-term implications for global capital markets in this ever-changing
environment.

Portfolio performance

Since the Company's IPO in December 2020, the NAV has been resilient despite a
volatile market backdrop. Over the past 12 months, the slight positive NAV
growth has been driven by fair value gains primarily in the portfolio's
private equity (unquoted) allocation, which is illustrated below.

Attribution analysis (£m) for 12 months to 31 March 2025

                                                  Money
                                Quoted  Unquoted  Market Funds  Net cash  Other  NAV
 Value as at 31 March 2024      19.4    52.9      10.8          0.8       (2.6)  81.3
 + Investments                  3.0     8.2       8.6           (19.8)    -      -
 - Realisations at value        (7.1)   (3.0)     (11.5)        21.6      -      -
 +/- Fair value gains/(losses)  0.1     0.5       0.3           -         -      0.9
 +/- Costs and other movements  -       -         -             (1.8)     1.3    (0.5)
 Value as at 31 March 2025      15.4    58.6      8.2           0.8       (1.3)  81.7

 

Key positive and negative performers over the 12 months to 31 March 2025

 Top 5 contributors     Contribution %
 Headfirst               2.0
 Trustpilot              0.8
 Pirum Systems           0.7
 Expana                  0.7
 Graphcore               0.6
 Bottom 5 contributors

                        Contribution %
 Rapyd                  -3.0
 Cera Care              -1.0
 SSP                    -0.6
 Trainline              -0.6
 Discoveries            -0.5

 

The net asset value increased 0.50% from £81.3 million to £81.7 million over
the period, which comprised:

•              Quoted holdings: 0.12%

•              Unquoted holdings: 0.62%

•              Money Market Funds: 0.37%

•              Costs and other movements: -0.61%

 

Private equity holdings

The portfolio's private equity (unquoted) holdings have continued to perform
well in aggregate. During the first six months of the financial year, the
portfolio saw a fair value loss of £2.2 million, driven by revaluations of
Rapyd, Learning Curve and Cera Care, combined with the impact of a
depreciation of the GBP versus the USD and EUR specifically during the third
quarter of 2024 when FX markets were particularly volatile. This loss was
offset in the second half of the year by strong performance across the
portfolio, which led to a fair value gain of £2.8 million, resulting in an
overall fair value gain of £0.5 million for the portfolio during the year.

We believe that the Company's private equity focus on the 'growth capital' and
'buyout' areas of the private equity landscape, in contrast to venture capital
and pre-IPO areas, which have been more negatively impacted by rising
inflation and interest rates, has contributed to the resilience of the NAV.

Looking closer at the past 12 months, the main driver of growth has been the
performance metric, i.e. portfolio company trading gains. This was partially
offset by valuation multiple contraction which demonstrates prudence in our
valuation of the portfolio, especially in comparison to public market
comparables (as illustrated below), combined with net debt, foreign exchange
and other.

The portfolio's private equity companies valued on an Earnings before
Interest, Taxes, Depreciation and Amortisation ("EBITDA") basis have seen
slightly stronger sales growth than publicly listed comparable companies,
delivering 12% sales growth vs 11% for public comparables over the past 12
months. At the same time, these portfolio companies are demonstrating stronger
profitability from operations than public comparables (49% vs 33%). Despite
these favourable metrics, these portfolio companies are being valued more
prudently on aggregate than public comparators, as illustrated below.

Turning to individual private equity portfolio companies, the most significant
contributor over the year was HeadFirst, an international Human Resources tech
service provider. The Company invested in HeadFirst in Q2 2024, gaining
exposure via Schroders' long-standing investment partner, IceLake. The new
capital invested was used to finance HeadFirst's acquisition of Impellem
Group, with the aim of creating a world leader in workforce solutions for
Science, Technology, Engineering and Mathematics ("STEM"). Since acquisition,
the combined group has focused on expanding their Human Resource Development
("HRD") tech capabilities, digital and IT talent solutions, and strengthening
its global presence. The business has been performing well, resulting in an
upwards valuation of approximately 49% on cost at 31 March 2025.

Pirum Systems, a leading provider of post-trade automation and collateral
management technology for the global securities industry, also increased in
value during the year. This was driven by strong business performance.

Expana, previously Mintec, is a global price reporting agency and market
intelligence company with over 200 years of heritage and expertise. During
2024, the business rebranded to consolidate its diverse portfolio of products
and brands under one identity with the aim of creating a singular market
intelligence powerhouse for the agrifood sector. Expana launched
a ground-breaking new platform that leverages AI and machine learning to
deliver faster, deeper insights. Following these events, the business
continues to perform well, and we have therefore revalued the business upwards
by 5.7% during the year.

Graphcore was sold during the first half of the year to SoftBank Group Corp,
which led to the return of the Company's initial capital investment. This
resulted in an uplift to the carrying value prior to exit.

On the more challenging side, the largest negative contributor to NAV during
the year was Rapyd, a global fintech platform. Whilst the business continued
to perform operationally during the period, the investment landscape in the
payments sector remains challenging, with comparable businesses amending their
long-term growth outlooks. As a result, we have built in prudence to the
valuation multiple applied ahead of the recent funding round formally closing.
More recently, Rapyd received regulatory approval for the acquisition of PayU,
a leading provider of best-in-class payment solutions to emerging markets
operating in over 30 countries, which was signed back in August 2023 and
completed on 14 March 2025. This milestone marks an important step in Rapyd's
ongoing expansion, strengthening its position in key global markets.

Whilst Cera Care, the digital first healthcare at home company, also
negatively contributed to the overall NAV during the year, the business
continues to perform well and made considerable progress during the year, now
delivering over two million home visits per month with nearly 10,000 frontline
workers. It is projected that Cera Care generated savings of up to £125
million for the NHS during the winter of 2024 by delivering eight million
preventative home healthcare visits. Additionally, Cera Care was recently
named in the 2025 The Times 100 fastest growing companies list.

Cera Care, however, raised capital through a convertible loan and refinanced
its debt facility, while also securing a new debt facility for add-ons; in
which the Company was adversely affected by dilution from the convertible and
warrants issued to lenders.

Finally, Acturis represents a strong addition to the portfolio - a software
company with a proven track record in the insurance industry. We believe the
ongoing digitisation of insurance distribution and administration supports
continued growth in this segment.

Public equity (quoted) holdings

The Company's public equity portfolio contributed 0.12% to the overall
increase in NAV over the period.

Trustpilot was the top public equity performer over the year. Though known to
consumers primarily as a platform to rate businesses, Trustpilot's revenue
comes from premium services for companies on its platform including tools to
manage reviews and customer feedback insights. The company shares have
performed strongly following a record year for booking growth.

Elsewhere in the portfolio, On the Beach Group shares have had an impressive
year. Last year the company started selling city break packages as well as
beach destinations, with demand remaining high amongst Britons continuing to
prioritise spending on travel.

The main detractors to performance included travel foodservice company SSP,
digital rail and coach technology platform, Trainline, and electronic
component design and manufacturer, DiscoverIE.

Trainline has achieved double-digit revenue growth and remains Europe's most
downloaded rail app. It is currently undertaking a £75 million share buyback
programme. However, its shares have faced headwinds following the government's
launch of an industry consultation on the Railways Bill. This initiative forms
part of the next step to establish Great British Railways, a government-owned
online retail site for rail tickets which aims to consolidate all individual
train operators.

SSP Group, the travel hub specialist, has struggled in the face of an
uncertain economic outlook. This has been exacerbated by proposed US tariffs,
which threaten global growth prospects. In response, the group has launched
a turnaround plan focused on cost reduction, aiming to protect margins and
returns in a challenging economic environment.

DiscoverIE Group has seen its share price decline over the past 12 months,
primarily due to sector-wide inventory destocking as OEM customers reduce
excess stock accumulated during the pandemic. Despite strong order growth and
consistent earnings, multiple revenue forecast downgrades have eroded investor
confidence. This has led to a valuation de-rating, with the stock now trading
at a five-year low on a forward P/E basis. The disconnect between robust
operational performance and share price suggests a more cautious and
"wait-and-see" attitude among investors.

Portfolio changes

Over the year, we continued to scour both private and public markets for the
brightest growth prospects, focusing on small and mid-sized companies.

Private equity activity

New private equity investments during the financial year include investments
into HeadFirst, an international HR tech service provider operating in fifteen
European countries, and Acturis, a leading SaaS provider for brokers, insurers
and managing general agents across the insurance market.

During the period, the sale of Graphcore was completed, which resulted in the
return of invested capital and a slight profit driven by an FX gain.

Following the period end, the Company announced a new private equity
investment into JMG Group, one of the UK's fastest-growing insurance brokers.
This marks the Company's twelfth private equity investment, further
diversifying its portfolio of high quality, growth orientated businesses with
a focus on long-term value creation. The transaction is expected to close in
September 2025 and will be subject to customary closing conditions.

Public equity activity

Global events, intelligence, and advisory services firm Ascential saw their
shares jump on the news that the board had agreed a £1.2 billion conditional
bid for the company from rival Informa. We subsequently sold out of the
position. AIM-listed Learning Technologies was another portfolio holding
subject to bid activity over the year. The digital learning and talent
management group's board agreed a 100p per share offer from General Atlantic,
reflecting a bumper 34% premium to Learning Technologies share price before
bid interest initiated in September. We fully sold out of the position in
March. We also sold out of our position in women's fashion brand Sosandar
during the period.

New to the portfolio over the year was Forterra, a manufacturer of building
products for the UK construction industry, and Warpaint London, A producer and
supplier of colour cosmetics.

Outlook

Following discussions with shareholders, the Board issued an announcement on
17th March 2025 and have subsequently published a circular outlining a
proposed amendment to the Company's investment objective and policy. The
proposal would see the Company's strategy shift to focus exclusively on
private equity investments.

Challenging market conditions have led to the Company's public equity
investments detracting from overall NAV performance since inception, whilst
the private equity portfolio is currently valued at 1.5x cost. Both the
Investment Manager and the Board believe that concentrating on private equity
presents a more attractive opportunity for shareholder returns, both now and
in the future. Furthermore, we are encouraged by the robust pipeline of
opportunities in the UK private equity market and continue to observe
compelling deal flow across our core sectors.

This change is subject to shareholder approval. If approved, it is expected
the Company will be fully invested in private equity investments by the end of
2026.

As a reminder, our focus will continue to be on small to mid-sized
buyout-stage companies, as they tend to benefit from a favourable capital
supply-demand dynamic and face lower competition for a broader range of deals.
Additionally, this market segment offers compelling entry points for
investment with less reliance on debt financing and significant potential for
value creation. Furthermore, small to mid-sized buyouts can grow to become
acquisition targets for larger buyout funds, providing an additional exit
path.

Schroder Investment Management Limited

28 July 2025

 

Risk Report

The Board, through its delegation to the Audit and Risk Committee, is
responsible for establishing a process for identifying, managing and
monitoring emerging and principal risks of the Company and monitoring the
Company's financial internal control systems. The Board has adopted
a detailed matrix of principal risks affecting the Company's business as an
investment trust and has established associated policies and processes
designed to manage and, where possible, mitigate those risks, which are
regularly monitored by the Audit and Risk Committee.

At least annually, the Audit and Risk Committee carries out a robust
assessment of the principal and emerging risks which feeds into the Company's
risk register. Mitigations, the scoring of each risk, and any emerging risks
are discussed in detail as part of this process to ensure that emerging as
well as known risks are identified and, so far as practicable, mitigated.

This system assists the Board in determining the nature and extent of the
risks it is willing to take in achieving the Company's strategic objectives.
The above is considered noting that the Company has no employees and has
delegated all operations to third party service providers.

 Risk                                                                             Mitigation and management                 Change
 Strategic
 Investment objective and promotion
 The Company's investment objective may become out of line with the               The appropriateness of the Company's investment remit is regularly reviewed
 requirements of investors, or the Company's investment strategy may not be       and the Board monitors the success of the Company in meeting its stated
 sufficiently differentiated from other products resulting in the Company being   objectives. The Board has put forward proposals to amend the investment
 subscale and shares trading at a discount.                                       objective to address the underperformance of the public equity sleeve and
                                                                                  maximise shareholder returns by having a fully private equity portfolio of
                                                                                  companies.
 Company lifespan
 The current Articles of Association of the Company require the Directors to      If the Board's proposals are approved by shareholders, it is expected that
 put forward, at a general meeting of the Company to be held in the year 2028     the risk around the Company's lifespan will increase as the Continuation Vote
 but in any event no later than 31 May 2028, a winding-up resolution to place     will be brought forward.
 the Company into voluntary liquidation, unless alternative proposals have been

 approved by shareholders, as outlined in the circular. In the event that the     The private equity Portfolio Managers have extensive experience and a track
 proposals are not approved by shareholders, the Company will commence winding    record of accurately timing the exits of private equity investments.
 up in 2028. Contingent on the adoption of the new investment policy, the Board

 is proposing to bring forward proposals to allow shareholders to vote, in the
 first quarter of 2027, on the continuation of the Company with the same
 weighted voting provisions as that provided for by the 2028 resolution and to
 amend the process for a cessation by providing for a managed wind-down. These
 proposals will take the form of shareholder resolutions, which, if passed,
 will replace the Company's investment policy (which includes its investment
 objective) as well as adopting a procedure for the disposal of assets and
 returns of capital to shareholders should shareholders not support the
 continuation of the Company.

 It could take several years until all of the Company's private equity
 investments are disposed of and any final distribution of proceeds made to
 shareholders.
 Market
 Market volatility
 Underlying investee companies within the Company's portfolio may experience      The Investment Manager adopts an active management approach and focuses on
 fluctuations in their operating results due to fluctuations in the market or     sustainable businesses capable of generating long-term returns for
 general economic conditions (including changes to interest rates, inflation,     shareholders.
 geopolitical and ESG related regulations, including those related to climate

 change). These would in turn affect the performance of the Company.              The Board receives quarterly reports from the Investment Managers on the
 In addition, market pricing risk can affect the valuation of both the Company    performance of the Company's investments and the market outlook.
 and investee company share prices.
 Change of regulation
 The Company benefits from the current exemption for investment trusts from UK    The Board and Investment Manager monitor proposed changes to tax rules and
 tax on chargeable gains. Any change to HMRC's rules or taxation of investee      report to the Board thereon.
 companies could affect the Company's ability to provide returns to
 shareholders.
 Operational
 Valuation
 Private equity investments are generally less liquid and more difficult to       Contracts are drafted to include obligations to provide information with
 value than publicly traded companies. A lack of open market data and reliance    regard to investee companies in a timely manner, where possible.
 on investee company projections may also make it more difficult to estimate

 fair value on a timely basis. Failure by the Investment Manager to identify      Schroders Capital has an extensive track record of valuing privately held
 potential ESG matters in an investee company, given their private nature,        investments.
 could lead to the Company's shares being less attractive to investors as well

 as potential valuation issues in the underlying investee company.                The Valuations Committee reviews all valuations of unquoted investments on a
                                                                                  quarterly basis and the Audit and Risk Committee challenges valuation
                                                                                  methodologies.

                                                                                  The consideration of ESG factors (including climate change) is integrated into
                                                                                  the investment process and reported at Board meetings.
 Liquidity
 Liquidity risks include those risks resulting from holding private equity        Concentration limits are imposed on single investments to minimise the size of
 investments as well as not being able to participate in follow-on fundraises     positions, giving consideration to sector concentration.
 through lack of available capital which could result in dilution of an

 investment.                                                                      The Investment Manager considers liquidity risk when selecting investments.

                                                                                  The Investment Manager will seek to manage cashflow such that the Company will
                                                                                  be able to participate in follow up fundraisings where appropriate. The Board
                                                                                  receives quarterly reports from the Investment Manager on the portfolio's
                                                                                  liquidity.
 NAV discount
 The Company's shares may not trade in line with NAV, depending on factors such   The Board monitors the NAV and receives regular updates. Although the Company
 as supply and demand for the Company's shares, market conditions and general     has not bought-back any shares during the period the Board does have a
 investor sentiment. If the Board adopts buybacks to help to manage the           discount/premium policy and considers whether share buy-backs would be for the
 discount, this could reduce the Company's NAV and increase the Company's OCR.    benefit of the Company as a whole including its shareholders. In order to
                                                                                  consider a buy-back the Board would need to take into account relevant
                                                                                  factors and circumstances at the time.

                                                                                  The Board monitors marketing and distribution activity regularly.
 Key person
 The Company's investment portfolio is managed by the portfolio managers and,     The Board regularly considers key man risk and seeks assurances concerning the
 in particular, is led by a small number of key individuals. Loss of a            depth of expertise of the investment management teams which manage the
 Portfolio Manager could affect performance and market sentiment leading to a     Company's portfolio.
 widening discount of the share price compared with the NAV.

                                                                                  The Board receives assurances from the Investment Manager regarding the
                                                                                  Investment Manager's incentive arrangements and succession planning.
 Operational
 Reliance on key service providers
 The Company has no employees and the Directors have been appointed on            Experienced third party service providers are employed by the Company under
 a non-executive basis. The Company is therefore reliant upon the performance     appropriate terms and conditions and with agreed service level specifications.
 of third-party service providers.                                                Engagement agreements include clauses which set out the notice periods for

                                                                                termination.
 Failure of any of the Company's service providers to perform in accordance

 with the terms of its appointment, to protect against breaches of the            The Board receives regular reports from its service providers and the
 Company's legal and regulatory obligations such as data protection, or to        Management Engagement Committee reviews the performance of key service
 perform its obligations at all as a result of insolvency, fraud, breaches of     providers at least annually.
 cyber security, failures in business continuity plans or other causes, could

 have a material detrimental impact on the operation of the Company.              The Audit and Risk Committee reviews reports on the external audits of the

                                                                                internal controls of certain key service providers.
 Key service providers perform services that are integral to the operation of
 the Company and any of the Company's service providers could terminate their
 contract.

 

Risk assessment and internal controls review by the Board

Risk assessment includes consideration of the scope and quality of the systems
of internal control operating within key service providers, and ensures
regular communication of the results of monitoring by such providers to the
Audit and Risk Committee, including the incidence of significant control
failings or weaknesses that have been identified at any time and the extent to
which they have resulted in unforeseen outcomes or contingencies that may have
a material impact on the Company's performance or condition. The internal
control environment of the Investment Manager, the Depositary and the
Registrar are tested annually by independent external auditors. The reports
are reviewed by the Audit and Risk Committee.

Although the Board believes that it has a robust framework of internal
control in place this can provide only reasonable, and not absolute, assurance
against material financial misstatement or loss and is designed to manage, not
eliminate, risk. Actions taken by the Board and, where appropriate, its
Committees, to manage and mitigate the Company's principal and emerging risks
and uncertainties are set out in the table below.

During the year, the Board discussed and monitored a number of risks that
could potentially impact the Company's ability to meet its strategic
objectives. The Board receives updates from the Investment Manager, Company
Secretary and other service providers on emerging risks that could affect the
Company. The Board was mindful of the evolving global environment during the
year; and the risks posed by volatile markets; geopolitical uncertainty; and
inflation and interest rates levels which could affect the asset class.

No significant control failings or weaknesses were identified from the Audit
and Risk Committee's ongoing risk assessment throughout the financial year and
up to the date of this annual report. Having received the relevant reports,
the Board is satisfied that the internal controls operated by the Company's
service providers are operating effectively.

Actions taken by the Board and, where appropriate, its Committees, to manage
and mitigate the Company's principal risks and uncertainties are set out in
the table below. The "Change" column on the right highlights at a glance the
Board's assessment of any increases or decreases in risk during the year after
mitigation and management. The arrows show the risks as increased, decreased,
or unchanged.

Statement of Directors' Responsibilities in respect of the Annual Report and
Financial Statements

The Directors are responsible for preparing the Annual Report and Financial
Statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each
financial year. Under that law, the Directors have prepared the annual report
and financial statements in accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards, comprising Financial
Reporting Standard (FRS) 102 "The Financial Reporting Standard applicable in
the UK and Republic of Ireland" and applicable law). Under company law, the
Directors must not approve the financial statements unless they are satisfied
that they give a true and fair view of the state of affairs of the Company and
of the return or loss of the Company for that period. In preparing these
financial statements, the Directors are required to:

•     select suitable accounting policies and then apply them
consistently;

•     make judgements and accounting estimates that are reasonable and
prudent;

•     state whether applicable UK Accounting Standards, comprising FRS
102, have been followed, subject to any material departures disclosed and
explained in the financial statements;

•     notify the Company's shareholders in writing about the use of
disclosure exemptions in FRS 102, used in the preparation of the financial
statements; and

•     prepare the financial statements on a going concern basis unless
it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements and the Directors'
Remuneration Report comply with the Companies Act 2006. They are also
responsible for safeguarding the assets of the Company and hence for taking
reasonable steps for the prevention and detection of fraud and other
irregularities.

The Investment Manager is responsible for the maintenance and integrity of the
webpage dedicated to the Company. Legislation in the United Kingdom governing
the preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.

Directors' statement

Each of the Directors, whose names and functions are listed on pages 38 and
39, confirm that to the best of their knowledge:

•     the financial statements, which have been prepared in accordance
with United Kingdom Generally Accepted Accounting Practice (United Kingdom
Accounting Standards and applicable law), give a true and fair view of the
assets, liabilities, financial position and net return of the Company;

•     the Strategic Report contained in the annual report and financial
statements 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; and

•     the annual report and 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.

 

On behalf of the Board

 

Justin Ward

Chair

28 July 2025

 

Statement of Comprehensive Income

for the year ended 31 March 2025

                                                                       2025     2025     2025     2024     2024     2024
                                                                       Revenue  Capital  Total    Revenue  Capital  Total
                                                                 Note  £'000    £'000    £'000    £'000    £'000    £'000
 Gains on investments held at fair value through profit or loss  2     -        934       934     -        2,738    2,738
 Gains on foreign exchange                                             -        3         3       -        -        -
 Revenue from investments                                        3      386     232       618      267     -         267
 Other interest receivable and similar income                    3     24       -         24      98       -         98
 Gross return                                                          410      1,169    1,579    365      2,738    3,103
 Portfolio management fee                                        4      (448)   -         (448)   (432)    -        (432)
 Performance fee                                                 4     -        -        -        -        -        -
 Administrative expenses                                         5     (770)    -         (770)   (655)    -        (655)
 Net return/(loss) before finance costs and taxation                    (808)    1,169    361     (722)    2,738    2,016
 Finance costs                                                         -        -        -        -        -        -
 Net return/(loss) before taxation                                      (808)    1,169    361     (722)    2,738    2,016
 Taxation                                                        6     -        -        -        -        -        -
 Net return/(loss) after taxation                                       (808)    1,169    361     (722)    2,738    2,016
 Return/(loss) per share (pence)                                 8     (1.09)   1.58     0.49     (0.98)   3.71     2.73

 

The "Total" column of this statement is the profit and loss account of the
Company. The "Revenue" and "Capital" columns represent supplementary
information prepared under guidance issued by The Association of Investment
Companies. The Company has no other items of other comprehensive income, and
therefore the net return after taxation is also the total comprehensive income
for the year.

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

The notes on pages 67 to 79 form an integral part of these accounts.

 

Statement of Changes in Equity

for the year ended 31 March 2025

                                   Called-up
                                   share      Special   Capital   Revenue
                                   capital    reserve   reserves  reserve    Total
                                   £'000      £'000     £'000     £'000      £'000
 At 31 March 2023                   750        71,957    8,253     (1,649)    79,311
 Net return/(loss) after taxation  -          -         2,738     (722)      2,016
 At 31 March 2024                   750        71,957   10,991    (2,371)    81,327
 Net return/(loss) after taxation  -          -          1,169     (808)      361
 At 31 March 2025                   750        71,957    12,160    (3,179)    81,688

 

The notes on pages 67 to 79 form an integral part of these accounts.

 

Statement of Financial Position

at 31 March 2025

                                                                2025       2024
                                                          Note  £'000      £'000
 Fixed assets
 Investments held at fair value through profit or loss    9      82,231    83,092
 Current assets
 Debtors                                                  10    852        15
 Cash at bank and in hand                                 10     799       790
                                                                1,651      805
 Current liabilities
 Creditors: amounts falling due within one year           11    (1,078)    (900)
 Net current assets/(liabilities)                               573        (95)
 Total assets less current liabilities                          82,804     82,997
 Creditors: amounts falling due after more than one year
 Performance fee                                                (1,116)    (1,670)
 Net assets                                                      81,688    81,327
 Capital and reserves
 Called-up share capital                                  12    750        750
 Capital reserves                                         13     84,117    82,948
 Revenue reserve                                          13     (3,179)   (2,371)
 Total equity shareholders' funds                                81,688    81,327
 Net asset value per share (pence)                        14    110.54     110.05

 

The accounts were approved and authorised for issue by the Board of Directors
on 28 July 2025 and signed on its behalf by:

 

Justin Ward

Chair

The notes on pages 67 to 79 form an integral part of these accounts.

Registered in England and Wales as a public company limited by shares Company
registration number: 12892325

 

Cash Flow Statement

for the year ended 31 March 2025

                                                              2025        2024
                                                        Note  £'000       £'000
 Net cash outflow from operating activities             15     (1,021)    (743)
 Investing activities
 Purchases of investments                                      (19,837)   (14,658)
 Sales of investments                                          20,864     8,432
 Net cash inflow/(outflow) from investing activities           1,027      (6,226)
 Net cash inflow/(outflow) in the year                         6          (6,969)
 Cash at bank and in hand at the beginning of the year         790        7,759
 Net cash outflow in the year                                  6           (6,969)
 Exchange movements                                            3          -
 Cash at bank and in hand at the end of the year               799        790

 

Included under operating activities are dividends received during the period
amounting to £552,000 (year ended 31 March 2024: £376,000) and interest
receipts amounting to £24,000 (year ended 31 March 2024 : £111,000).

The notes on pages 67 to 79 form an integral part of these accounts.

Notes to the Financial Statements

for the year ended 31 March 2025

1. Accounting policies

(a) Basis of accounting

Schroder British Opportunities Trust plc (the "Company") is registered in
England and Wales as a public company limited by shares. The Company's
registered office is 1 London Wall Place, London EC2Y 5AU, United Kingdom.

The financial statements are prepared in accordance with the Companies Act
2006, United Kingdom Generally Accepted Accounting Practice ("UK GAAP"), in
particular the Financial Reporting Standard (FRS) 102 "The Financial Reporting
Standard applicable in the UK and Republic of Ireland", and with the Statement
of Recommended Practice "Financial Statements of Investment Trust Companies
and Venture Capital Trusts" (the "SORP") issued by the Association of
Investment Companies in July 2022, except for certain financial information
required by paragraph 82(c) regarding unquoted holdings with a value greater
than 5% of the portfolio or included in the top 10, where information is not
publicly available. All of the Company's operations are of a continuing
nature.

The financial statements have been prepared on a going concern basis under the
historical cost convention, with the exception of investments and derivative
financial instruments measured at fair value through profit or loss. The
Directors believe that the Company has adequate resources to continue
operating for the period to 31 July 2026, which is at least 12 months from the
date of approval of these financial statements. In forming this opinion, the
Directors have taken into consideration: the controls and monitoring processes
in place; the Company's creditors; the level of operating expenses, comprising
largely variable costs which would reduce pro rata in the event of a market
downturn and the Company's revenue forecasts. In forming this opinion, the
Directors have also considered the Company's principal risks, including
climate change. Further details of Directors' considerations are given in the
Going Concern Statement, Viability Statement and under the Principal and
Emerging Risks heading on page 44. The financial statements have been prepared
on the assumption that approval as an investment trust will continue to be
granted.

The financial statements are presented in sterling and amounts have been
rounded to the nearest thousand.

The accounting policies applied to these financial statements are consistent
with those applied in the financial statements for the year ended 31 March
2024.

(b) Use of judgements, estimates and assumptions

The preparation of the financial statements requires management to make
estimates and assumptions that affect the application of accounting policies
and the reported amounts of assets, liabilities, income and expenses. Actual
results may differ from these estimates. The resulting accounting estimates
and assumptions will, by definition, seldom equal the related actual results.

Judgements, estimates and underlying assumptions are reviewed on an on-going
basis. Revisions to accounting estimates are recognised in the period in which
the estimates are revised and in any future periods affected.

The key judgements, estimates and assumptions in the accounts are the
determination of the fair values of the unquoted investments by the Investment
Manager for consideration by the Directors. These estimates are key, as they
significantly impact the valuation of the unquoted investments at the year
end. The fair valuation process involves estimation using subjective inputs
that are unobservable (for which market data is unavailable). The key
judgements, estimates and assumptions are described in note 19 on page 75.

Fair value estimates are cross-checked to alternative estimation methods where
possible to improve the robustness of the estimates. The risk of an over or
under estimation of fair values is greater when methodologies are applied
using more subjective inputs.

(c) Valuation of investments

The Company's business is investing in financial assets with a view to
profiting from their total return in the form of income and capital growth.
This portfolio of financial assets is managed and its performance evaluated on
a fair value basis, in accordance with a documented investment objective and
information is provided internally on that basis to the Company's Board of
Directors. Accordingly, upon initial recognition the investments are
recognised by the Company as "held at fair value through profit or loss".
Investments are included initially at transaction price, excluding expenses
incidental to purchase which are written off to capital at the time of
acquisition. Subsequently the investments are valued at fair value, using the
methodology below. This valuation process is consistent with International
Private Equity and Venture Capital ("IPEV") guidelines issued in December
2022, which are intended to set out current best practice on the valuation of
Private Equity investments.

(i)   Investments traded in active markets are valued using quoted bid
prices.

(ii)  Investments which are not traded in an active market are valued using
the price of a recent investment, where there is considered to have been no
material change in fair value.

(iii) Where (ii) is no longer considered appropriate, investments are valued
at the price used in a material arm's length transaction by an independent
third party, and where there is no impact on the rights of existing
shareholders.

(iv) In the absence of (iii), one of the following methods may be used:

•        Revenue or EBITDA multiples, based on listed investments in
the relevant sector but adjusted for lack of marketability.

•        Recent transaction prices adjusted for the company's
performance against key milestones.

•        Option price modelling.

(v)  Investments in funds are valued using the NAV per unit with an
appropriate discount or premium applied to arrive at a unit price.

Purchases and sales of quoted investments are accounted for on a trade date
basis. Purchases and sales of unquoted investments are recognised when the
related contract becomes unconditional.

In line with FRS102 the Company's listed investments are valued at fair value,
which are quoted bid prices for investments in active markets at the
accounting date and therefore reflect market participants view of climate
change risk on the investments held. The Company's unquoted investments at 31
March 2025 were valued using a variety of techniques consistent with the
recommendations set out in IPEV guidelines. Valuations of all unquoted
investments are cross-checked for reasonableness using alternative methods
such as: prices of recent transactions, earnings multiples, probability
weighted expected returns or option pricing models as appropriate, and are
therefore deemed to reflect market participants view of climate change risk on
the investments held.

(d) Accounting for reserves

Gains and losses on sales of investments are included in the Statement of
Comprehensive Income and in capital reserves within "Gains and losses on sales
of investments". Increases and decreases in the valuation of investments held
at the year end are included in the Statement of Comprehensive Income and in
capital reserves within "Holding gains and losses on investments".

Foreign exchange gains and losses on cash and deposit balances are included in
the Statement of Comprehensive Income and in capital reserves.

(e) Income

Dividends receivable are included in revenue on an ex-dividend basis except
where, in the opinion of the Board, the dividend is capital in nature, in
which case it is included in capital.

Overseas dividends are included gross of any withholding tax.

Deposit interest outstanding at the period end is calculated and accrued on a
time apportionment basis using market rates of interest.

(f) Expenses

All expenses are accounted for on an accruals basis. Expenses are allocated
wholly to revenue column of the Statement of Comprehensive Income with the
following exceptions:

•     Any performance fee is allocated 100% to capital.

•     Expenses incidental to the purchase or sale of an investment are
charged to capital. These expenses are commonly referred to as transaction
costs and mainly comprise brokerage commission. Details of transaction costs
are given in note 9 on page 72.

(g) Cash at bank and in hand

Cash at bank and in hand may comprise cash and demand deposits which are
readily convertible to a known amount of cash and are subject to insignificant
risk of changes in value.

(h) Financial instruments

Other debtors and creditors do not carry any interest, are short-term in
nature and are accordingly stated at nominal value, with debtors reduced by
appropriate allowances for estimated irrecoverable amounts.

Bank loans are measured at transaction price, which is the proceeds received
net of direct issue costs. After initial recognition, subsequent measurement
is based on amortised cost.

(i) Taxation

The tax charge for the period includes a provision for all amounts expected to
be received or paid.

Deferred tax is provided on all timing differences that have originated but
not reversed by the accounting date.

Deferred tax liabilities are recognised for all taxable timing differences but
deferred tax assets are only recognised to the extent that it is probable that
taxable profits will be available against which those timing differences can
be utilised.

Deferred tax is measured at the tax rate which is expected to apply in the
periods in which the timing differences are expected to reverse, based on tax
rates that have been enacted or substantively enacted at the balance sheet
date and is measured on an undiscounted basis.

(j) Value added tax (VAT)

Expenses are disclosed inclusive of the related irrecoverable VAT.

(k) Foreign currency

In accordance with FRS 102, the Company is required to determine a functional
currency, being the currency in which the Company predominantly operates. The
Board, having regard to the currency of the Company's share capital and the
predominant currency in which its shareholders operate, has determined that
sterling is the functional currency and the currency in which the financial
statements are presented.

Transactions denominated in foreign currencies are converted at actual
exchange rates as at the date of the transaction. Monetary assets, liabilities
and equity investments, denominated in foreign currencies at the year end are
translated at the rates of exchange prevailing at 4.00 p.m. on the accounting
date.

(l) Repurchases of shares into treasury and subsequent reissues

The cost of repurchasing the Company's own shares into treasury, including the
related stamp duty and transaction cost is dealt with in the Statement of
Changes in Equity. Share repurchase transactions are accounted for on a trade
date basis.

The sales proceeds of treasury shares reissued are treated as a realised
profit up to the amount of the weighted average price of those shares and is
transfered to capital reserves. Any excess of sales proceeds over the purchase
price transferred to "share premium".

2. Gains on investments held at fair value through profit or loss

                                                                                 2025    2024
                                                                                 £'000   £'000
 Losses on sales of investments based on historic cost                           (979)   (1,282)
 Amounts recognised in investment holding gains and losses in the previous year
 in respect of investments
 sold in the year                                                                2,658   1,641
 Gains on sales of investments based on the carrying value at the previous       1,679   359
 balance sheet date
 Unrealised (losses)/gain recognised in respect of investments continuing to be  (745)   2,379
 held
 Gains on investments held at fair value through profit and loss                 934     2,738

 

3. Revenue from investments

                                                 2025    2024
                                                 £'000   £'000
 Revenue from investments:
 UK dividends                                    344     252
 Overseas dividends                              42      15
                                                 386     267
 Other interest receivable and similar revenue:
 Deposit interest                                24      98
 Total revenue                                   410     365
 Capital:
 Special dividend allocated to capital           232     -
 Total Income                                    642     365

4. Investment management fee and performance fee

                            2025    2024
                            £'000   £'000
 Revenue:
 Investment management fee  448     432
 Capital:
 Performance fee            -       -

 

The bases for calculating the investment management and performance fees are
set out in the Director's Report on page 41 and details of all amounts payable
to the Investment Manager are given in note 17 on page 74.

 

5. Administrative expenses

                                                                         2025    2024
                                                                         £'000   £'000
 Other administrative expenses                                           273     233
 Company secretarial and administrative fee payable to Schroders         190     158
 Directors' fees1                                                        155     116
 Auditor's remuneration for the audit of the Company's annual accounts2  152     148
                                                                         770     655

( )

(1)               Full details are given in the remuneration
report on pages 51 to 53.

(2)               Includes VAT amounting to £25,000 (2024:
£24,000).

 

6. Taxation

(a) Analysis of tax charge for the period

           2025     2025     2025    2024     2024     2024
           Revenue  Capital  Total   Revenue  Capital  Total
           £'000    £'000    £'000   £'000    £'000    £'000
 Taxation  -        -        -       -        -        -

 

The Company has no corporation tax liability for the year ended 31 March 2025
(year ended 31 March 2024: nil).

(b) Factors affecting tax charge for the period

                                                                           2025     2025     2025    2024     2024     2024
                                                                           Revenue  Capital  Total   Revenue  Capital  Total
                                                                           £'000    £'000    £'000   £'000    £'000    £'000
 Net return/(loss) before taxation                                         (808)    1,169    361     (722)    2,738    2,016
 Net return/(loss) before taxation multiplied by the Company's applicable
 rate of corporation tax for the year of 25.0% (year ended
 31 March 2024: 25.0%)                                                     (202)    292      90      (181)    685      504
 Effects of:
 Capital (loss) on investments                                             -        (234)    (234)   -        (685)    (685)
 Income not chargeable to corporation tax                                  (96)     (58)     (154)   (67)     -        (67)
 Unrelieved management expenses                                            298      -        298     248      -        248
 Taxation for the year                                                     -        -        -       -        -        -

 

(c) Deferred taxation

The Company has an unrecognised deferred tax asset of £1,583,000 (2024:
£1,285,000) based on a prospective corporation tax rate of 25% (year ended 31
March 2024: 25%). This deferred tax asset has arisen due to the cumulative
excess of deductible expenses over taxable income. Given the composition of
the Company's portfolio, it is not likely that this asset will be utilised in
the foreseeable future and therefore no asset has been recognised in the
financial statements.

Given the Company's intention to meet the conditions required to retain its
status as an Investment Trust Company, no provision has been made for deferred
tax on any capital gains or losses arising on the revaluation or disposal of
investments.

7. Dividends

The Company has reported a revenue loss after taxation of £808,000 (year
ended 31 March 2024: £722,000) for the year and accordingly there is no
requirement to pay a dividend under Section 1158 of the Corporation Tax Act
2010.

8. Return/(loss) per share

                                                             2025        2024
 Revenue loss (£'000)                                        (808)       (722)
 Capital gain (£'000)                                        1,169       2,738
 Total return (£'000)                                        361         2,016
 Weighted average number of shares in issue during the year  73,900,000  73,900,000
 Revenue loss per share (pence)                              (1.09)      (0.98)
 Capital return per share (pence)                            1.58        3.71
 Total return per share (pence)                              0.49        2.73

 

9. Investments held at fair value through profit or loss

(a) Movement in investments

                                                                 2025      2024
                                                                 £'000     £'000
 Opening book cost                                               71,272    66,328
 Opening investment holding gains                                11,820    7,800
 Opening fair value                                              83,092    74,128
 Purchases at cost                                               19,837    14,658
 Sales proceeds                                                  (21,632)  (8,432)
 Gains on investments held at fair value through profit or loss  934       2,738
 Closing fair value                                              82,231    83,092
 Closing book cost                                               68,498    71,272
 Closing investment holding gains                                13,733    11,820
 Closing fair value                                              82,231    83,092

(b) Material revaluations of unquoted investments

Year ended 31 March 2025

                                 Opening                                     Closing
                                 valuation                                   valuation
                                 2024       Purchases  Sales    Revaluation  2025
                                 £'000      £'000      £'000    £'000        £'000
 Investment
 Rapyd Financial Network         6,837      -          -        (2,498)      4,339
 Cera EHP S.à r.l.               8,046      20         -        (832)        7,234
 Expana (formerly Mintec)        9,591      -          -        545          10,136
 Pirum Systems                   6,884      -          -        582          7,466
 Culligan (formerly Waterlogic)  5,585      25         -        (220)        5,390
 EasyPark                        6,171      30         -        305          6,506
 CFC Underwriting                5,661      125        -        459          6,245
 Learning Curve                  1,556      152        -        142          1,850
 Graphcore                       2,533      -          (3,042)  509          -
 Acturis                         -          4,415      -        (64)         4,351
 Headfirst                       -          3,448      -        1,646        5,094
                                 52,864     8,215      (3,042)  574          58,611

Year ended 31 March 2024

                                 Opening                                    Closing
                                 valuation                                  valuation
                                 2023       Purchases  Sales   Revaluation  2024
                                 £'000      £'000      £'000   £'000        £'000
 Investment
 Rapyd Financial Network         8,399      -          -       (1,562)      6,837
 Cera EHP S.à r.l.               6,986      51         -       1,009        8,046
 Mintec                          8,614      -          -       977          9,591
 Pirum Systems                   6,087      -          -       797          6,884
 Culligan (formerly Waterlogic)  5,053      26         -       506          5,585
 EasyPark                        4,492      50         -       1,629        6,171
 CFC Underwriting                4,098      1,170      -       393          5,661
 Learning Curve                  2,455      675        -       (1,574)      1,556
 Graphcore                       1,778      -          -       755          2,533
                                 47,962     1,972      -       2,930        52,864

 

(c) Material disposals of unquoted investments

Graphcore was sold for £3,042,000 in the year ended 31 March 2025 (31 March
2024 : none).

(d) Transaction costs

The following transaction costs, comprising stamp duty and brokerage
commission and legal fees, were incurred in the year:

                                         2025    2024
                                         £'000   £'000
 On acquisitions
  Stamp duty and brokerage commission    14      5
 On disposals
  Brokerage commission                   2       4
                                         16      9

 

10. Current assets

Debtors

                                      2025    2024
                                      £'000   £'000
 Securities sold awaiting settlement  768     -
 Dividends and interest receivable    76      11
 Other debtors                        8       4
                                      852     15

 

The Directors consider that the carrying amount of debtors approximates to
their fair value.

Cash at bank and in hand

The carrying amount of cash, amounting to £799,000 (2024: £790,000),
represents its fair value.

11. Current liabilities

                                                 2025    2024
 Creditors: amounts falling due within one year  £'000   £'000
 Other creditors and accruals                    524     900
 Performance fee                                 554     -
                                                 1,078   900

 

The Directors consider that the carrying amount of creditors falling due
within one year approximates to their fair value.

 

12. Called-up share capital

The issued share capital at the accounting date was as follows:

                                                      2025    2024
                                                      £'000   £'000
 Ordinary Shares allotted, called up and fully paid:
 73,900,000 (2024: 73,900,000) shares of 1p each:     739     739
 Subtotal of 73,900,000 (2024: 73,900,000) shares     739     739
 1,100,000 (2024: 1,100,000) shares held in treasury  11      11
 Closing balance(1)                                   750     750

( )

(1)               Represents 75,000,000 (2024: 75,000,000)
shares of 1p each, including 1,100,000 (2024: 1,100,000) held in treasury.

 

13. Capital and Reserves

Year ended 31 March 2025

                                                                             Capital & Reserves
                                                                             Special        Gains and       Investment
                                                                             distributable  losses          holding
                                                                             capital        on sales of     gains and   Revenue
                                                                             reserve(1)     investments(2)  losses(3)   reserve(4)
                                                                             £'000          £'000           £'000       £'000
 At 31 March 2024                                                            71,957         (829)           11,820      (2,371)
 Gains on sales of investments based on the carrying value at the previous
 balance sheet date                                                          -              1,679           -           -
 Unrealised loss recognised in respect of investments continuing to be held  -              -               (745)       -
 Transfer on disposal of investments                                         -              (2,658)         2,658       -
 Realised gains on foreign exchange balances                                 -              3               -           -
 Special dividends allocated to capital                                      -              232             -           -
 Retained revenue for the year                                               -              -               -           (808)
 At 31 March 2025                                                            71,957         (1,573)         13,733      (3,179)

 

Year ended 31 March 2024

                                                                             Capital & Reserves
                                                                             Special        Gains and       Investment
                                                                             distributable  losses          holding
                                                                             capital        on sales of     gains and   Revenue
                                                                             reserve(1)     investments(2)  losses(3)   reserve(4)
                                                                             £'000          £'000           £'000       £'000
 At 31 March 2023                                                            71,957         453             7,800       (1,649)
 Gains on sales of investments based on the carrying value at the previous
 balance sheet date                                                          -              359             -           -
 Unrealised gain recognised in respect of investments continuing to be held  -              -               2,379       -
 Transfer on disposal of investments                                         -              (1,641)         1,641       -
 Performance fee allocated to capital                                        -              -               -           -
 Retained revenue for the year                                               -              -               -           (722)
 At 31 March 2024                                                            71,957         (829)           11,820      (2,371)

 

The Company's Articles of Association permit dividend distributions out of
realised capital profits.

(1)     This is a distributable capital reserve arising from the
cancellation of the share premium, and may be distributed as dividends or used
to repurchase the Company's own shares.

(2)     This is a realised (distributable) capital reserve and may be
distributed as dividends or used to repurchase the Company's own shares.

(3)     This reserve may include some holding gains/(losses) on liquid
investments (which may be deemed to be realised) and other amounts which are
unrealised. An analysis has not been made between those amounts that are
realised (and may be distributed as dividends or used to repurchase the
Company's own shares) and those that are unrealised.

(4)     A credit balance on the revenue reserve may be distributed as
dividends or used to repurchase the Company's own shares.

 

14. Net asset value per share

                                                   2025        2024
 Net assets attributable to shareholders (£'000)   81,688      81,327
 Shares in issue at the year end                   73,900,000  73,900,000
 Net asset value per share (pence)                 110.54      110.05

 

15. Reconciliation of total return on ordinary activities before finance costs
and taxation to net cash outflow from operating activities

                                                        2025     2024
                                                        £'000    £'000
 Net return before taxation                             361      2,016
 Less capital return before taxation                    (1,169)  (2,738)
 (Increase)/decrease in prepayments and accrued income  (65)     122
 (Increase)/decrease in other debtors                   (4)      14
 Decrease in creditors and performance fee payable      (376)    (157)
 Special dividends allocated to capital                 232      -
 Net cash outflow from operating activities             (1,021)  (743)

 

16. Uncalled capital commitments

At 31 March 2025, the Company had uncalled capital commitments amounting to
£3,323,000 (31 March 2024: £3,726,000) in respect of follow-on investments,
which may be called by investee companies, subject to their achievement of
certain milestones and objectives. Uncalled capital commitments are expected
to be paid within 2 years of 31 March 2025.

17. Transactions with the Investment Manager

Under the terms of the Alternative Investment Fund Manager Agreement, the
Investment Manager is entitled to receive a management fee, a company
secretarial and administrative fee, and a performance fee. Details of the
bases of these calculations are given in the Directors' Report on page 41.

The management fee payable in respect of the year ended 31 March 2025 amounted
to £448,000 (31 March 2024: £432,000), and £227,000 was outstanding at the
year end (31 March 2024: £432,000). Any investments in funds managed or
advised by the Investment Manager or any of its associated companies, are
excluded from the assets used for the purpose of the calculation and therefore
incur no fee. There were £8,193,000 held in such investments at the year end
(year ended 31 March 2024: £10,795,000).

No performance fee was earned for the current year (31 March 2024: £nil), and
no performance fee has been paid to date.

As at 31 March 2025, a performance fee of £1,670,000 remains accrued and
unpaid (31 March 2024: £1,670,000). Of this amount, £554,000 is payable
within the next financial year, while the remaining £1,116,000 will continue
to be deferred in accordance with the terms of the AIFM Agreement, and will be
payable in future periods subject to performance conditions being met.

The company secretarial and administrative fee payable for the year amounted
to £190,000 (year ended 31 March 2024: £158,000). Company secretarial and
administration fees amounting to £81,000 (31 March 2024: £181,000) were
outstanding at the year end.

No Director of the Company served as a Director of any company within the
Schroders Group at any time during the year.

18. Related party transactions

Details of the remuneration payable to Directors are given in the Directors'
Remuneration Report on page 52 and details of Directors' shareholdings are
given in the Directors' Remuneration Report on page 53. Details of
transactions with the Investment Manager are given in note 17 above. There
have been no other transactions with related parties during the year (period
ended 31 March 2024: nil).

19. Disclosures regarding financial instruments measured at fair value

The Company's financial instruments within the scope of FRS 102 that are held
at fair value comprise its investment portfolio.

FRS 102 requires that financial instruments held at fair value are categorised
into a hierarchy consisting of the three levels below. A fair value
measurement is categorised in its entirety on the basis of the lowest level
input that is significant to the fair value measurement.

Level 1 - valued using unadjusted quoted prices in active markets for
identical assets.

Level 2 - valued using observable inputs other than quoted prices included
within Level 1.

Level 3 - valued using inputs that are unobservable.

Details of the Company's policy for valuing investments and derivative
instruments are given in note 1(b) on page 67 and 1(c) on pages 67 and 68.
Level 3 investments have been valued in accordance with note 1(c) (i) - (v).

The Company's unquoted investments at 31 March 2025 were valued using a
variety of techniques consistent with the recommendations set out in the
International Private Equity and Venture Capital guidelines (IPEV). For
investments held directly or via an intermediary vehicle, the Company has
established its own estimate utilising widely accepted valuation methods.

The determination of fair value by the Investment Manager involves key
assumptions dependent upon the valuation technique used. The Company uses the
following techniques, which are all consistent with the IPEV Guidelines. The
primary technique is the "Multiples" approach. This involves subjective inputs
and therefore presents a greater risk of over or under estimation,
particularly in the absence of a recent transaction. The key assumption in the
Multiples approach is that the selection of comparable companies provides a
reasonable basis for identifying the relationship between enterprise value and
revenue to apply in the determination of fair value. Typically between 5 and
10 comparable companies will be selected for each investment depending on how
many relevant comparable companies are identified. The resultant earnings
multiples derived will vary depending on how many relevant comparable
companies are identified and the industries they operate in and vary in the
range of 10.4 times to 30.0 times (based on various enterprise valuation
metrics). The price of a recent investment may also be used as an appropriate
calibration for estimating fair value. Other judgements and assumptions may
include: discounts applied due to reduced liquidity; probabilities assigned to
potential exit via sale or IPO; and judgements relating to the achievement of
performance targets and milestones.

Valuation techniques include the following, along with the associated range of
inputs where relevant, and the total amount valued using each method.

                                                        2025          2025    2024         2024
                                                        Multiple      Value   Multiple     Value
                                                        range         £'000   range        £'000
 Revenue multiple                                       n/a           -       2.5 to 10.8  21,054
 EBITDA multiple                                        10.4 to 30.0  54,332  9.8 to 32.5  29,277
 Adjusted Transaction price                             n/a           4,279   n/a          -
 Probability Weighted Expected Return Method ("PWERM")  n/a           -       n/a          2,533
 Total                                                                58,611               52,864

 

Valuations are cross-checked for reasonableness to alternative
multiples-based, income approaches, option pricing models or benchmark index
movements as appropriate.

All financial assets and liabilities are either carried in the statement of
financial position at fair value, or at a reasonable approximation of fair
value.

At 31 March 2025, the Company's investment portfolio and derivative financial
instruments were categorised as follows:

                                     2025     2025     2025
                                     Level 1  Level 2  Level 3  Total
                                     £'000    £'000    £'000    £'000
 Investments in equities - quoted    15,427   8,193    -        23,620
 Investments in equities - unquoted  -        -        58,611   58,611
 Total                               15,427   8,193    58,611   82,231

At 31 March 2024, the Company's investment portfolio and derivative financial
instruments were categorised as follows:

                                     2024     2024     2024
                                     Level 1  Level 2  Level 3  Total
                                     £'000    £'000    £'000    £'000
 Investments in equities - quoted    19,433   10,795   -        30,228
 Investments in equities - unquoted  -        -        52,864   52,864
 Total                               19,433   10,795   52,864   83,092

The Level 2 asset relates to the holding in Schroders Special Situations -
Sterling Liquidity Plus Fund.

There have been no transfers between Levels 1, 2 or 3 during the year (year
ended 31 March 2024: nil).

Movements in fair value measurements included in Level 3 during the period are
as follows:

                                            2025     2024
                                            £'000    £'000
 Opening fair value of Level 3 Investments  52,864   47,962
 Purchases at cost                          8,215    1,972
 Sales proceeds                             (3,042)  -
 Net gains on investments                   574      2,930
 Closing fair value of Level 3 investments  58,611   52,864
 Closing book cost                          37,528   32,288
 Closing investment holding gains           21,083   20,576
 Closing fair value of Level 3 investments  58,611   52,864

 

20. Financial instruments' exposure to risk and risk management policies

The Company's objectives are set out on the inside front cover of this report.
In pursuing these objectives, the Company is exposed to a variety of
financial risks that could result in a reduction in the Company's net assets
or a reduction in the profits available for dividends.

These financial risks include market risk (comprising interest rate risk and
other price risk), liquidity risk and credit risk. The Directors' policy for
managing these risks is set out below. The Board has oversight of the
Company's risk management policy. The Company has no significant exposure to
foreign exchange risk on monetary items.

The Company's classes of financial instruments may comprise the following:

•              investments in shares of quoted and unquoted
companies which are held in accordance with the Company's investment
objective;

•              short-term debtors, creditors and cash arising
directly from its operations;

•              bank loans or overdrafts for investment purposes
and for efficient portfolio management; and

•              derivatives used for investment purposes,
efficient portfolio management or currency hedging.

(a) Market risk

The fair value or future cash flows of a financial instrument held by the
Company may fluctuate because of changes in market prices. This market risk
comprises two elements: interest rate risk and other price risk. Information
to enable an evaluation of the nature and extent of these two elements of
market risk is given in parts (i) and (ii) of this note, together with
sensitivity analyses where appropriate. The Board reviews and agrees policies
for managing these risks. The Investment Manager assesses the exposure to
market risk when making each investment decision and monitors the overall
level of market risk on the whole of the investment portfolio on an ongoing
basis.

(i) Interest rate risk

Interest rate movements may affect the level of income receivable on cash
balances and the interest payable on any loans or overdrafts when interest
rates are re-set.

Management of interest rate risk

Liquidity and borrowings are managed with the aim of increasing returns to
shareholders. The Company may borrow from time to time, but gearing will not
exceed 10% of net asset value at the time of drawing. Gearing is defined as
borrowings less cash, expressed as a percentage of net assets. However, the
Company has not used any loans or overdrafts during the year (2024: nil).

Interest rate exposure

The exposure of financial assets and financial liabilities to floating
interest rates, giving cash flow interest rate risk when rates are re-set, is
shown below:

                                       2025    2024
 Exposure to floating interest rates:  £'000   £'000
 Cash at bank and in hand              799     790

 

The floating rate assets comprise cash deposits on call. Sterling cash
deposits at call earn interest at floating rates based on Sterling Overnight
Index Average rates ("SONIA").

The above year end amount is broadly representative of the exposure to
interest rates during the year.

Interest rate sensitivity

The following table illustrates the sensitivity of the return after taxation
for the year and net assets to a 0.25% increase or decrease in interest rates
in regards to the Company's monetary financial assets and financial
liabilities. This level of change is considered to be a reasonable
illustration based on observation of current market conditions. The
sensitivity analysis is based on the Company's monetary financial instruments
held at the accounting date with all other variables held constant.

                                           2025      2025      2024      2024
                                           0.25%     0.25%     0.25%     0.25%
                                           increase  decrease  increase   decrease
                                           in rate   in rate   in rate   in rate
 Income statement - return after taxation  £'000     £'000     £'000     £'000
 Revenue return                            2         (2)       2         (2)
 Capital return                            -         -         -         -
 Total return after taxation               2         (2)       2         (2)
 Net assets                                2         (2)       2         (2)

 

(ii) Other price risk

Other price risk includes changes in market prices which may affect the value
of investments.

Management of other price risk

The Board meets on at least four occasions each year to consider the asset
allocation of the portfolio and the risk associated with particular industry
sectors. The investment management team has responsibility for monitoring the
portfolio, which is selected in accordance with the Company's investment
objective and seeks to ensure that individual stocks meet an acceptable
risk/reward profile. The Board may authorise the Investment Manager to enter
derivative transactions for efficient portfolio management.

Market price risk exposure

The Company's total exposure to changes in market prices at the year end
comprises the following:

                                                        2025    2024
                                                        £'000   £'000
 Investments held at fair value through profit or loss  82,231  83,092

 

The above data is broadly representative of the exposure to market price risk
during the year.

Concentration of exposure to market price risk

A sector and geographical analysis of the Company's investments is given on
page 21. This shows a concentration of exposure to economic conditions in the
United Kingdom. In addition, the Company's holds 10 (31 March 2024: 9)
investments amounting to approximately £58.6 million (31 March 2024: £52.9
million), or 71.7% (31 March 2024: 65.0%) of NAV.

Market price risk sensitivity

The following table illustrates the sensitivity of the return after taxation
for the year and net assets to an increase or decrease of 20% in the fair
values of the Company's investments. This level of change is considered to be
a reasonable illustration based on observation of current market conditions.
The sensitivity analysis is based on the Company's exposure through equity
investments and includes the impact on the management fee and performance fee,
but assumes that all other variables are held constant.

                                             2025         2025         2024         2024
                                             20%          20%          20%          20%
                                             increase in  decrease in  increase in   decrease in
                                             fair value   fair value   fair value   fair value
 Income statement - return after taxation    £'000        £'000        £'000        £'000
 Revenue return                              (99)         99           (100)        100
 Capital return                              16,446       (16,446)     16,698       (16,698)
 Total return after taxation and net assets  16,347       (16,347)     16,598       (16,598)
 Percentage change in net asset value        20.0%        (20.0%)      20.3%        (20.3%)

 

(b) Liquidity risk

This is the risk that the Company will encounter difficulty in meeting its
obligations associated with financial liabilities that are settled by
delivering cash or another financial asset.

Management of the risk

At the year end, the Company's assets included quoted "public equity
investments" amounting to £23,620,000 (31 March 2024: £30,228,000), which
can be sold to meet ongoing funding requirements. Additionally, the Company
held "private equity investments" amounting to £58,611,000 (31 March 2024:
£52,864,000). and cash balances amounting to £799,000 (31 March 2024 :
£790,000).

Liquidity risk exposure

Contractual maturities of financial liabilities, based on the earliest date on
which payment can be required are as follows:

                               2025     2025      2025    2024     2024      2024
                               Three    More              Three    More
                               months   than one          months   than one
                               or less  year      Total   or less  year      Total
 Creditors                     £'000    £'000     £'000   £'000    £'000     £'000
 Other creditors and accruals  1,078    1,116     2,194   900      1,670     2,570
                               1,078    1,116     2,194   900      1,670     2,570

 

(c) Credit risk

Credit risk is the risk that the failure of the counterparty to a transaction
to discharge its obligations under that transaction could result in loss to
the Company.

 

Management of credit risk

This risk is not significant and is managed as follows:

Portfolio dealing

The credit ratings of broker counterparties is monitored by the AIFM and
limits are set on exposure to any one broker.

Cash

Counterparties are subject to daily credit analysis by the Investment Manager.
Cash balances will only be deposited with reputable banks with high quality
credit ratings.

Exposure to the custodian

The Custodian of the Company's assets is HSBC Bank plc which has long-term
Credit Ratings of AA- with Fitch and A1 with Moody's. The Company's
investments are held in accounts which are segregated from the Custodian's own
trading assets. If the Custodian were to become insolvent, the Company's right
of ownership of its investments is clear and they are therefore protected.
However the Company's cash balances are all deposited with the Custodian as
banker and held on the Custodian's balance sheet. Accordingly, in accordance
with usual banking practice, the Company will rank as a general creditor to
the Custodian in respect of cash balances.

Credit risk exposure

The amounts shown in the statement of financial position under debtors and
cash at bank and in hand represent the maximum exposure to credit risk at the
year end. No debtors are past their due date and none have been provided for.

21. Capital management policies and procedures

The Company's capital management objectives are to ensure that it will be able
to continue as a going concern, and to maximise the income and capital return
to its equity shareholders.

The Company's capital structure comprises the following:

                          2025    2024
                          £'000   £'000
 Equity
 Called-up share capital  750     750
 Reserves                 80,938  80,577
 Total equity             81,688  81,327

 

The Board, with the assistance of the Investment Manager, monitors and reviews
the broad structure of the Company's capital on an ongoing basis. This review
will include:

•     the possible use of gearing, which will take into account the
Investment Manager's views on the market;

•     the potential benefit of repurchasing the Company's own shares for
cancellation or holding in treasury, which will take into account the share
price discount;

•     the opportunity for issue of new shares; and

•     the amount of dividend to be paid, in excess of that which is
required to be distributed.

22. Post balance sheet events

Following the year end, the Board and the Investment Manager agreed to amend
the performance fee arrangements to better align with the Company's strategic
objectives. Effective from 1 April 2025, all administrative and operating
costs of the Company, as well as taxes payable in respect of the private
equity portfolio, will be included in the performance fee calculation. In
addition, cash, cash equivalents and money market funds (excluding gains) will
be incorporated within the private equity portfolio for the purposes of
calculating the performance fee. These changes do not affect the financial
results for the year ended 31 March 2025.

23. Disclosures regarding material unquoted holdings (comprising more than 5%
of the portfolio and/or included in the top ten holdings) - (unaudited)

                                                                                                                                                                  Total
                                                                                                                                                                  income
                                                                                                                             Cost of the  Fair value  Fair value  received
                                 Description of                                                                 Class of     investment   2025        2024        in the year
 Holding                         its business                                                                   shares held  £'000        £'000       £'000       £'000
 Expana (formerly Mintec)        Provides market intelligence, commodity prices and price forecasts across the  Ordinary     6,304        10,136      9,591       -
                                 agri-food supply chain

 Pirum Systems                   Provides a secure processing hub which seamlessly links market participants    Ordinary     5,752        7,466       6,884       -
                                 together, allowing them to electronically process and verify key transaction
                                 details

 Cera EHP S.à r.l.               Provides home care services for elderly people                                 Ordinary     3,470        7,234       8,046       -

 Easypark                        Digital parking, electrical vehicle charging and mobility services             Ordinary     2,077        6,506       6,171       -

 CFC Underwriting                Specialist in Insurance for cyber security and tech insurance for IT           Ordinary     3,905        6,245       5,661       -
                                 consultants

 Culligan (formerly Waterlogic)  Global provider of purified drinking water dispensers                          Ordinary     1,845        5,390       5,585       -
 Headfirst                       Leading international full-service HR service provider and platform for        Ordinary     3,448        5,094       -           -
                                 professionals.

 Acturis                         Software as a Service provider for the insurance industry.                     Ordinary     4,415        4,351       -           -

 Rapyd Financial Network         Global Fintech Company                                                         Ordinary     3,297        4,339       6,837       -

 

The Company has not included certain disclosures required by paragraph 82(c)
of the SORP. In particular, turnover, pre-tax profit and attributable net
assets, because it is not publicly available.

 

24. Status of results announcement

2025 Financial Information

The figures and financial information for 2024 are extracted from the Annual
Report and Financial Statements for the year ended 31(st) March 2025 and do
not constitute the statutory accounts for that year. The Annual Report and
Financial Statements include the Report of the Independent Auditors which is
unqualified and does not contain a statement under either section 498(2) or
section 498(3) of the Companies Act 2006. The Annual Report and Accounts will
be delivered to the Registrar of Companies in due course.

 

2024 Financial Information

The figures and financial information for 2023 are extracted from the
published Annual Report and Financial Statements for the year ended 31(st)
March 2024 and do not constitute the statutory accounts for the year. The
Annual Report and Financial Statements have been delivered to the Registrar of
Companies and included the Report of the Independent Auditors which was
unqualified and did not contain a statement under either section 498(2) or
section 498(3) of the Companies Act 2006.

 

 

 

 

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