REG - Schroder Br.Opps.Tst - Half-year Financial Report
02/12/2025 07:00
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RNS Number : 7811J Schroder British Opportunities Tst. 02 December 2025
Tuesday, 2 December 2025
SCHRODER BRITISH OPPORTUNITIES TRUST PLC
(the "Company")
HALF YEAR RESULTS FOR THE PERIOD ENDED 30 SEPTEMBER 2025
Schroder British Opportunities Trust plc announces its Half Year Report and
Condensed Financial Statements for the period ended 30 September 2025
· The share price total return for the six months ended 30
September 2025 was 7.9% and the NAV per share total return for the same period
was -0.6%.
· The NAV per share at 30 September 2025 was 109.9p.
· At the Annual General Meeting on 9 September 2025, shareholders
approved a resolution to amend the Investment Policy of the Company to focus
on private equity investments.
· Following the policy change, the Investment Manager has begun
exiting quoted holdings and reallocating capital to high-quality private
investments. The Company is expected to be fully invested in unquoted assets
by the end of 2026.
· At the period end, the private equity portfolio was valued at
approximately 1.5x invested cost, reflecting strong underlying trading
performance and resilient fundamentals across the holdings.
· The continuation vote has been moved forward and is now scheduled
for early 2027.
· The Company added two new private equity investments to its
portfolio: JMG, one of the UK's fastest-growing insurance brokers, which
closed in October 2025, and CSL, a European leader in critical connectivity
and IoT solutions, which is expected to close imminently.
Results recording
The Investment Manager has recorded a webinar covering the results for the
period ended 30 September 2025, outlining thoughts on the future direction of
the portfolio. The webinar is available to view using the following link:
https://schro.link/sbohy2025 (https://schro.link/sbohy2025) .
Justin Ward, Chair of Schroder British Opportunities Trust plc, commented:
"Your Board remains cautiously optimistic; while market headwinds may
continue, the UK's deep pool of innovative and high-growth companies continues
to offer attractive private equity investment opportunities."
The Company's Half Year Report and Condensed Financial Statements for the
period ended 30 September 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.co.uk/sbo (http://www.schroders.co.uk/sbo) .
Enquiries:
Phoebe Merrell / Natalia de Sousa 020 7658 6000
Schroder Investment Management Limited
Charlotte Banks / Kirsty Preston 020 7658 6000
Schroder Investment Management Limited
Half Year Report and Condensed Financial Statements for the period ended 30
September 2025
Chair's Statement
Introduction
I am pleased to present my second interim report as Chair. This report covers
the Company's progress in the six months to 30 September 2025, and its
financial position at that date.
Investment strategy
The approval of the proposal to amend the Company's investment objective and
policy at the recent General Meeting will enable the Company to focus entirely
on investments in private companies and to wind down the portfolio of quoted
investments which, in difficult market conditions, had adversely impacted the
Company's net asset value ("NAV"). This change was driven not only by the
superior returns historically delivered by the Company's private equity
portfolio, with a 1.5x valuation uplift on the original cost of investments to
date, but also the better opportunity set offered by private companies. The
revised strategy aims to capitalize on the strong pipeline of opportunities
identified by the private equity team. The Company plans to be fully deployed
in this strategy by the end of 2026.
The Company continues to focus on identifying attractive investment
opportunities within the UK market, seeking to support innovative and
high-growth companies. Investing in private companies allows the Company to
access businesses with a broader range of growth opportunities, before they
become available to public market investors Such investments seek to provide
long-term capital growth and diversification beyond traditional listed
equities.
While private equity transactions can be less liquid and more complex, the
Company benefits from Schroders' extensive experience and network in sourcing
and executing these opportunities.
Continuation vote
It is anticipated that the vote to consider if the Company should continue to
operate in its current form will be put to shareholders in early 2027,
previously scheduled for early 2028 (and will include weighted voting
provisions). This change provides an opportunity to assess the effectiveness
of the new strategy, and to enable shareholders to elect to embark on
a process to crystallise their investments, through the orderly realisation
of the Company's assets.
Performance
During the six months to 30 September 2025, the Company's NAV per share total
return was -0.6%. The share price total return was +7.9%, largely thanks to
the narrowing of the discount from 37.1% at year end to 31.8% as at 30
September 2025.
Whilst the Company's NAV per share modestly decreased over the 6-month period
under review, the private equity portfolio continued to perform well
operationally, supported by strong growth in revenue and profitability across
its holdings. The table on page 7 shows average last 12-month (to 30 September
2025) sales growth of 13.9% and average EBITDA growth over the same period of
12.4% for the ten profitable private equity investments. During the period the
eleventh private equity investment also moved to being EBITDA positive for the
first time. The decline in NAV is therefore attributable to prudent reductions
to unquoted investment valuations to reflect softer market comparables.
The portfolio comprises of dynamic growth businesses, and the pipeline of new
private equity investment opportunities remains robust. As at period end, the
portfolio was made up of ten private companies (70.5% of NAV), fourteen public
companies (13.9% of NAV), and cash/cash equivalents and money market
instruments of £10.7 million (13.2% of NAV), with the top three holdings
representing 29.2% of the total portfolio. A detailed review of the
portfolio, investee company performance and transactions can be found in the
Investment Manager's report starting on page 6.
Investment activity
During the period, in line with the change in the Company's investment
policy, six of the Company's twenty quoted investments were fully sold and one
partially exited. A new unquoted investment in JMG was announced before the
period end and another, CSL, after the period end, both of which will complete
in the second half of the financial year. In addition, CFC Underwriting
undertook a capital restructuring that enabled a distribution back to the
Company, accompanied by an increase in the residual value supported by
underlying business performance.
Valuations
As previously outlined, the private portfolio valuations are conducted by a
dedicated specialist team within Schroders, independent of the Investment
Manager. All valuations are prepared in line with International Private Equity
and Venture Capital valuation guidelines. To ensure alignment with market
conditions, we typically reference comparable listed companies when assessing
private valuations, thereby mitigating the risk of detachment from broader
market trends. It is this latter process which gave rise to the reduction in
NAV in the six months ended 30 September 2025.
The Valuations Committee conducts a thorough review of all valuations and,
where appropriate, challenges the recommendations put forward by the
valuations team. The valuation methodologies are also reviewed by the Audit
and Risk Committee and, for the annual accounts, are further scrutinised by
the Company's external auditors. The Board recognises ongoing concerns
regarding transparency in private equity valuations and is committed to a
rigorous, discursive, and robust review process to provide confidence to
shareholders.
Dividend
No dividend has been declared or recommended for the period. 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.
Results recording
The Investment Manager has recorded a webinar covering the results for the
period ended 30 September 2025, outlining thoughts on the future direction of
the portfolio.
The webinar is available to view using the following link:
https://schro.link/sbohy2025 (https://schro.link/sbohy2025) .
Outlook
The UK private equity market continues to navigate a challenging
macro-economic environment, influenced by persistent inflation and high
interest rates, and ongoing domestic and geopolitical uncertainties.
Nevertheless, valuations in the private equity space remain robust for
high-quality assets like ours, supported by resilient business models and
strong growth. Your Board remains cautiously optimistic; while market
headwinds may continue, the UK's deep pool of innovative and high-growth
companies continues to offer attractive private equity investment
opportunities. With a well-diversified portfolio of quality, high growth
private equity investments, and with the Budget now behind us providing
clarity on the policy environment, we are cautiously optimistic about the
Company's ability to deliver long-term value to shareholders from attractive
realisations over the next few years.
Justin Ward
Chair
1 December 2025
Investment Manager's Review
Investment activity
The Company continues to focus on investing in high-quality, growing and
predominantly profitable private businesses with strong balance sheets and
sustainable long-term growth potential. Investments are typically made in
unquoted companies at the growth capital or small- to mid-market buyout stage,
where active partnership and operational support can accelerate value
creation. The portfolio is diversified across sectors with strong structural
tailwinds, targeting businesses capable of compounding profits over time.
At the Annual General Meeting on 9 September 2025, shareholders approved a
resolution to amend the Investment Policy of the Company to focus on private
equity investments.
During the six months to 30 September 2025, the net asset value ("NAV")
slightly decreased by -0.6%, mainly comprised by costs and other movements
which account for -0.5% of the -0.6%. The Unquoted NAV shows a small decline
of -0.2% whilst the Quoted NAV was flat.
The main activity over the period included the announcement of a new
investment in JMG (unquoted) and exits from certain quoted holdings. The
Company's investment policy will now concentrate solely on private equity
investments in predominantly UK companies and we expect the Company will be
fully invested in private equity investments by the end of 2026. In line with
this new strategy, the Company exited positions in Dalata Hotel Group,
Discoverie Group, GB Group (partially), Judges Scientific, MaxCyte, Mobico
Group and Trainline.
The exits on the quoted side reflect the Company's amended Investment Policy
and focus on opportunities within the private market.
JMG is one of the UK's fastest-growing insurance brokers and has rapidly
developed into a leading independent brokerage platform. The group employs
more than 800 insurance professionals across the UK, providing risk management
and insurance solutions to small and medium-sized businesses as well as
private clients. JMG's strategy focuses on acquiring and partnering with
high-quality local and regional brokers, leveraging its platform to drive
operational efficiency and above-market organic growth. The transaction closed
in October 2025.
Following the period end, the Company announced a further unquoted investment
into CSL, a European leader in critical connectivity and Internet of Things
("IoT") solutions. CSL provides secure, reliable connectivity for more than
three million devices across many sectors. CSL is pursuing an expansion
strategy combining organic growth with targeted acquisitions to broaden its
technology base, sector exposure, and geographic reach. The transaction is
expected to close imminently.
The Company continues to focus on identifying and investing in businesses with
strong underlying performance and resilient business models, well positioned
to deliver in the current market environment and contribute to long-term value
creation.
Market
In terms of the macroeconomic backdrop, monetary policy eased in 2025, with
the Bank of England steadily reducing the Bank Rate to 4.0% by August.
However, this support was tempered by ongoing macroeconomic uncertainty,
particularly around tariff developments, and a continued slowdown in the UK
equity primary market. Some policy uncertainty has now been mitigated by the
announcement of the UK Budget.
Within private equity, UK mid-market investment activity declined, with deal
volumes falling 17.1% year-on-year, according to KPMG's Mid-Year Pulse
(PitchBook data). A total of 726 deals were completed in the first half of
2025, compared with 876 during the same period in 2024, largely reflecting the
impact of rising geopolitical uncertainty.
Exit conditions also remained difficult. In the UK, the IPO market was
effectively closed, with only £182.6 million raised in the first half of
2025, down sharply from £513.8 million in the first half of 2024, according
to EY IPO Eye Q2 2025.
Portfolio performance
Since the Company's IPO in December 2020, the net asset value has proved
resilient despite a volatile market. The Company's NAV has slightly decreased
over the 6-month period under review, predominantly due to prudent reductions
to unquoted investment valuations.
Attribution analysis (£m) for the 6 months to 30 September 2025
Money Cash and cash
Quoted Unquoted Market Funds(1) equivalents Other NAV
Value as at 31 March 2025 15.4 58.6 8.2 0.8 (1.3) 81.7
+ Investments - - 1.9 (1.9) - -
- Realisations at value (4.1) (1.2) (0.6) 3.1 2.8 -
+/- Fair value gains/(losses) - (0.2) 0.1 - - (0.1)
+/- Costs and other movements - - - (0.9) 0.5 (0.4)
Value as at 30 September 2025 11.3 57.2 9.6 1.1 2.0 81.2
Source: Schroders Capital, 2025.
1 A money market fund is a type of mutual fund that invests in short-term,
high-quality debt instruments, offering high liquidity, making it suitable for
preserving capital and accessing cash easily.
Main positive and negative performers over the 6 months to 30 September 2025
Top 5 contributors Contribution %
EasyPark 1.4
Acturis 0.8
CFC Underwriting 0.7
OSB Group 0.5
Volution Group 0.4
Bottom 5 contributors Contribution %
HeadFirst -1.5
Cera EHP S.à r.l. -0.9
Expana (formerly Mintec) -0.8
Mobico -0.4
GB Group -0.3
Source: Schroders Capital, 2025.
The NAV as of 30 September 2025 was £81.2 million, a decrease of 0.6%
compared with the NAV (£81.7 million) as of 31 March 2025.
This 0.6% decrease comprised:
• Quoted holdings: 0.0%
• Unquoted holdings: -0.2%
• Money market funds: 0.1%
• Costs and other movements: -0.5%
Source: Schroders Capital, 2025.
Private equity performance
13.9% 34.5% 12.4% 11
Last twelve months sales growth(1) EBITDA margin of Last twelve months EBITDA growth(1) Number of transformational add-ons since investment
the portfolio(1)
(1) Based on the twelve months ended 30 September 2025 and includes all
unquoted portfolio companies except one company which had negative EBITDA.
The private equity portfolio continued to perform well operationally over the
period, supported by consistent revenue growth and resilient profitability
across its holdings. Over the past twelve months, portfolio companies achieved
13.9% sales growth, reflecting steady execution and solid end-market demand.
An average EBITDA margin of 34.5% underscores the quality and scalability of
the underlying businesses, while 12.4% EBITDA growth demonstrates continued
earnings expansion despite a more challenging backdrop. Since investment,
portfolio companies have completed 11 transformational add-on acquisitions,
materially enhancing their scale, geographic reach and strategic positioning.
Overall, the portfolio remains fundamentally strong and well positioned for
long-term value creation.
The portfolio's unquoted investments recorded a modest aggregate valuation
decrease of £0.2 million during the six months to 30 September 2025. While
underlying company performance remained strong, as shown by the operational
metrics above and the bridge below, this decrease primarily reflected lower
market valuation multiples.
CFC Underwriting undertook a capital restructuring that enabled a distribution
back to the Company, accompanied by an increase in the residual value
supported by underlying business performance.
At the period end, the private equity portfolio was valued at approximately
1.5x invested cost, reflecting strong underlying trading performance and
resilient fundamentals across the holdings. The portfolio remains well
positioned, with a healthy pipeline of opportunities and further potential
for sustainable growth and long-term value creation.
EasyPark, Acturis and CFC were key contributors during the period.
EasyPark has accelerated its transformation beyond parking into broader
mobility services. In early 2025, the company announced a strategic
partnership with Google Cloud to leverage AI‐driven automation and global
cloud infrastructure, reinforcing its ambition to scale internationally and
integrate recent acquisitions. Mid-year, it unveiled a full rebrand to
"Arrive", reflecting its evolution into a comprehensive urban-mobility
platform spanning parking, EV charging, and data-enabled mobility solutions.
Acturis has continued to strengthen its position as a leading SaaS platform
for the insurance broking and underwriting market. The company reported strong
business momentum and announced several new commercial partnerships with major
insurers and distribution partners, further enhancing its product ecosystem
and international reach.
CFC Underwriting delivered a number of strategic and operational milestones
during the period. The company launched several new specialist insurance
products, including in intellectual property and contractor segments, and
completed a significant debt refinancing to support its continued expansion.
On the more challenging side, valuations have moderated in Headfirst, Cera
Care and Expana, reflecting market conditions and sector-specific factors.
HeadFirst appointed a new Group CEO to lead the next phase of global
expansion, following the merger that created HeadFirst Global in 2024. The
company continues to integrate its technology platform and delivery model,
though market softness has led to more conservative valuation assumptions.
Expana reached several milestones as a global provider of commodity-price and
market-intelligence solutions. It integrated recent acquisitions, expanded its
benchmark coverage, and launched a new generation of analytics products.
Growth remains strong, while near-term performance reflects continued
investment in technology and product development.
Cera Care continued to perform well, delivering positive organic growth and
completing an additional acquisition. The recent change in its carrying value
reflects broader market multiple movements rather than the company's
underlying performance.
Public equity performance
The public equity holdings had no impact on the overall NAV performance of the
Company over the period.
OSB Group, a UK-based specialist mortgage lender, benefited from net loan book
growth combined with a strategic focus on higher-yielding lending segments.
The business reinforced its liquidity position and maintained a solid capital
base, while initiatives such as digital transformation and a share buyback
programme enhanced investor confidence. These factors contributed to sustained
positive sentiment and share price strength.
Volution Group, a leading provider of energy-efficient ventilation solutions,
delivered robust performance, supported by resilient demand and effective
pricing strategies. Its commitment to sustainability and successful
integration of recent acquisitions strengthened its market position. Positive
trading updates and confidence in long-term growth prospects drove investor
optimism and share price appreciation.
On the negative side, GB Group, a global provider of identity verification and
fraud prevention solutions, faced challenges over the six-month period to
end-September. Despite operational improvements and cost efficiencies,
investor sentiment was weighed down by lingering complexity in its business
structure. The company's exposure to slower licence renewals and integration
risks from recent acquisitions added uncertainty, while broader market caution
around technology valuations amplified pressure on the share price.
Mobico Group, an international transport operator, struggled with a
combination of operational and strategic headwinds. Profitability was hit by
underperformance in certain contracts and a competitive UK trading
environment, while a significant non-cash impairment following the sale of its
North American school bus division deepened reported losses. Governance
issues, including an auditor resignation, and concerns over leverage further
undermined confidence.
Portfolio Diversification
The strategy is well diversified across a number of sectors whilst tending
towards growth and asset light business models.
Portfolio Holdings
The Company's top ten holdings as of 30 September 2025 are set out below.
Fair value Fair value
as of as of
Quoted/ 31/03/2025 % of total 30/09/2025 % of total
Top 10 holdings unquoted (£'000) investments (£'000) investments
Expana (formerly Mintec)(1) Unquoted 10,136 13.7 9,511 13.9
EasyPark(1) Unquoted 6,506 8.8 7,671 11.2
Pirum Systems(1) Unquoted 7,466 10.1 7,581 11.1
Cera Care Unquoted 7,234 9.8 6,514 9.5
CFC Underwriting(1) Unquoted 6,245 8.4 5,648 8.2
Culligan(1) Unquoted 5,390 7.3 5,238 7.6
Acturis(1) Unquoted 4,351 5.9 5,041 7.4
Rapyd Financial Network(1) Unquoted 4,339 5.9 4,160 6.0
HeadFirst(1) Unquoted 5,094 6.9 3,835 5.6
Learning Curve(1) Unquoted 1,850 2.5 2,009 3.0
Source: Schroders Capital, 2025. Total equity investments = total investments
minus holdings in money market funds.
(1) The fair value disclosed for the following investments represents the
Company's investment in an intermediary vehicle:
- Expana (held via Synova Merlin LP)
- Rapyd Financial Network (held via Target Global Fund)
- Pirum Systems (held via Bowmark Investment Partnership LP)
- Culligan (held via Epic-1b Fund)
- Easypark (held via Purple Garden Invest (D) AB)
- CFC Underwriting (held via Vitruvian Investment Partnership LLP)
- Learning Curve (held via Agilitas Boyd 2020 Co-invest Fund)
- Headfirst (held via ILC HF 2 C.V. Fund)
- Acturis (held via Astorg VII Co-Invest Lithium Fund)
Outlook
Following the change in the Company's Investment Policy, the Investment
Manager has started to exit remaining quoted holdings and redeploy capital
into high-quality private investments. We expect the Company to be fully
invested in unquoted investments by the end of 2026. While market conditions
remain mixed, the current environment is offering attractive opportunities to
invest in resilient, growing businesses at compelling valuations.
Within the portfolio, the Investment Manager believes a strong foundation of
unquoted investments has been established, with the potential to deliver
attractive realisations over time.
Past Performance is not a guide to future performance and may not be repeated.
The value of investments and the income from them may go down as well as up
and investors may not get back the amount originally invested. Exchange rate
changes may cause the value of investments to fall as well as rise.
This document may contain "forward-looking" information, such as forecasts or
projections. Please note that any such information is not a guarantee of any
future performance and there is no assurance that any forecast or projection
will be realised.
For help in understanding any terms used, please visit address
https://www.schroders.com/en-gb/uk/individual/glossary/
(https://www.schroders.com/en-gb/uk/individual/glossary/)
Schroder Investment Management Limited
1 December 2025
Investment Portfolio
As at 30 September 2025
Country of
incorporation
(of underlying Total
Quoted/ holding where Industry Fair value investments
Holding unquoted applicable) Sector £'000 %
Expana (formerly Mintec)(1) Unquoted United Kingdom Software 9,511 12.2
EasyPark(1) Unquoted Sweden Software 7,671 9.8
Pirum Systems(1) Unquoted United Kingdom Software 7,581 9.7
Cera Care Unquoted United Kingdom Health Care Technology 6,514 8.3
CFC Underwriting(1) Unquoted United Kingdom Insurance 5,648 7.2
Culligan(1) Unquoted United Kingdom Diversified Consumer Services 5,238 6.7
Acturis(1) Unquoted United Kingdom Software 5,041 6.5
Rapyd Financial Network(1) Unquoted United Kingdom IT Services 4,160 5.3
HeadFirst(1) Unquoted Netherlands Human Resource Technology 3,835 4.9
Learning Curve(1) Unquoted United Kingdom Diversified Consumer Services 2,009 2.6
Volution Group Quoted United Kingdom Building Products 2,004 2.6
On the Beach Quoted United Kingdom Hotels, Restaurants & Leisure 1,617 2.1
OSB Group Quoted United Kingdom Financial Services 1,583 2.0
Watches of Switzerland Quoted United Kingdom Specialty Retail 1,580 2.0
SSP Quoted United Kingdom Hotels, Restaurants & Leisure 1,374 1.8
Trustpilot Quoted United Kingdom Interactive Media & Services 808 1.0
Bytes Technology Quoted United Kingdom Software 497 0.6
Luceco Quoted United Kingdom Electrical Equipment 377 0.5
Victorian Plumbing Quoted United Kingdom Specialty Retail 339 0.5
Forterra Quoted United Kingdom Construction Materials 330 0.4
Invinity Energy Systems Quoted Jersey Electrical Equipment 201 0.3
Warpaint London Quoted United Kingdom Personal Care Products 193 0.3
LendInvest Quoted United Kingdom Financial Services 189 0.2
GB Group Quoted United Kingdom Software 183 0.2
Total equities 68,483 87.7
Money market funds
Schroder Special Situations - Sterling
Liquidity Plus Fund Quoted Luxembourg Collective - SICAV 9,618 12.3
Total money market funds 9,618 12.3
Total investments(2) 78,101 100.0
(1) The fair value disclosed for the following
investments represents the Company's investment in an intermediary vehicle:
Expana (held via Synova Merlin LP)
Rapyd Financial Network (held via Target Global Fund)
Pirum Systems (held via Bowmark Investment Partnership LP)
Culligan (held via Epic-1b Fund)
Easypark (held via Purple Garden Invest (D) AB)
CFC Underwriting (held via Vitruvian Investment Partnership LLP)
Learning Curve (held via Agilitas Boyd 2020 Co-invest Fund)
Headfirst (held via ILC HF 2 C.V. Fund)
Acturis (held via Astorg VII Co-Invest Lithium Fund)
(2) Total investments comprise:
£'000 %
Unquoted 57,208 73.2
Quoted on FTSE 250 7,846 10.0
Collective investment scheme - money market instruments 9,618 12.3
Listed on AIM 1,105 1.5
Quoted on FTSE All Share 2,324 3.0
Total 78,101 100.0
Interim Management Statement
The Directors are required to provide an Interim Management Statement in
accordance with the FCA's Disclosure Guidance and Transparency Rules. The
Directors consider that the Chair's Statement (pages 4 and 5) and the
Investment Manager's Review (pages 6 to 10), provide details of the important
events that have occurred during the period and their impact on the condensed
Financial Statements. The following statements on principal risks and
uncertainties, going concern, related party transactions, and the Directors'
responsibility statement below, together constitute the Interim Management
Statement for the Company for the period to 30 September 2025.
Principal risks and uncertainties
The Board has determined that the principal risks and uncertainties for the
Company fall into the following categories. A brief summary of each risk
category has been provided below:
Strategic risks
The Company risks losing investor alignment or differentiation, which could
result in its shares trading at a discount. Additionally, if shareholders do
not approve the continuation vote, the Company may enter into a managed
wind-down process, with potentially lengthy distribution of proceeds to
shareholders.
Market risks
Any changes to UK tax rules for investment trusts or the taxation of investee
companies could adversely affect the Company's ability to deliver returns to
shareholders. Additionally, the Company's performance and valuations are
exposed to market, economic, regulatory, and ESG-related risks affecting its
investee companies.
Operational risks
Private equity investments are less liquid and harder to value than listed
companies, with challenges in timely and accurate valuations and a risk of
missing ESG issues due to limited transparency. The Company also faces risks
from potential dilution if unable to participate in follow-on investments,
shares trading at a discount to NAV, and increased costs from buybacks. Its
reliance on a small team of portfolio managers and third-party service
providers means any loss of key personnel or provider failures could
significantly impact operations and performance.
These risks are set out on pages 31 to 33 of the Annual Report and Financial
Statements for the year ended 31 March 2025. The Company's principal risks
and uncertainties, and their mitigation, have not materially changed during
the six months ended 30 September 2025 or since the Annual Report was
published on 29 July 2025.
Going concern
The Board has reviewed the Company's operations over the period from the
period end to 31 December 2026 and assessed the Company as a going concern.
The Company's business activities, together with the factors likely to affect
its future performance and position are set out earlier in this report. The
Directors have satisfied themselves that the Company continues to maintain a
sufficient cash position. The majority of companies in the portfolio are well
funded, and the portfolio taken as a whole remains resilient and diversified.
The Board's assessment of liquidity risk is detailed on page 32 of the
Company's Annual Report and Financial Statements for the year ended 31 March
2025. Accordingly, the Directors continue to adopt the going concern basis of
accounting in preparing the Half Year Report and Condensed Financial
Statements.
Related party transactions
Please refer to note 10 on page 20 for information on related party
transactions during the six months ended 30 September 2025.
Directors' responsibility statement
The Directors confirm that, to the best of their knowledge, this set of
condensed Financial Statements has been prepared in accordance with United
Kingdom Generally Accepted Accounting Practice, in particular with Financial
Reporting Standard 104 "Interim Financial Reporting" and with the Statement of
Recommended Practice, "Financial Statements of Investment Companies and
Venture Capital Trusts" issued in July 2022 and that this Interim Management
Statement includes a fair review of the information required by 4.2.7R and
4.2.8R of the Financial Conduct Authority's Disclosure Guidance and
Transparency Rules.
The Half Year Report has not been audited or reviewed by the Company's
auditor.
Signed on behalf of the Board of Directors.
Justin Ward
Chair
1 December 2025
Income Statement
for the six months ended 30 September 2025 (unaudited)
(Unaudited) (Unaudited) (Audited)
For the six months For the six months For the year
ended 30 September ended 30 September ended 31 March
2025 2025 2025 2024 2024 2024 2025 2025 2025
Revenue Capital Total Revenue Capital Total Revenue Capital Total
Note £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
(Losses)/gains on investments held at fair value through profit or loss - (106) (106) - (1,846) (1,846) - 934 934
Net foreign currency (losses)/gains - (3) (3) - 31 31 - 3 3
Income from investments 149 - 149 232 232 464 386 232 618
Other interest receivable and
similar income 7 - 7 12 - 12 24 - 24
Gross return/(loss) 156 (109) 47 244 (1,583) (1,339) 410 1,169 1,579
Investment management fee (225) - (225) (218) - (218) (448) - (448)
Administrative expenses (296) - (296) (407) - (407) (770) - (770)
Net (loss)/return before
finance costs and taxation (365) (109) (474) (381) (1,583) (1,964) (808) 1,169 361
Finance costs - - - - - - - - -
Net (loss)/return before
taxation (365) (109) (474) (381) (1,583) (1,964) (808) 1,169 361
Taxation 3 - - - - - - - - -
Net (loss)/return after
taxation (365) (109) (474) (381) (1,583) (1,964) (808) 1,169 361
(Loss)/return per share (pence) 4 (0.49) (0.15) (0.64) (0.52) (2.14) (2.66) (1.09) 1.58 0.49
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 (loss)/return after taxation is also the total comprehensive
(loss)/return for the period, therefore no separate Statement of Comprehensive
Income has been prepared.
All revenue and capital items in the above statement derive from continuing
operations. No operations were acquired or discontinued in the period.
Statement of Changes in Equity
for the six months ended 30 September 2025 (unaudited)
Called-up
share Special Capital Revenue
capital reserve reserve reserve Total
£'000 £'000 £'000 £'000 £'000
At 31 March 2025 750 71,957 12,160 (3,179) 81,688
Net (loss) after taxation - - (109) (365) (474)
At 30 September 2025 750 71,957 12,051 (3,544) 81,214
for the six months ended 30 September 2024 (unaudited)
Called-up
share Special Capital Revenue
capital reserve reserve reserve Total
£'000 £'000 £'000 £'000 £'000
At 31 March 2024 750 71,957 10,991 (2,371) 81,327
Net (loss) after taxation - - (1,583) (381) (1,964)
At 30 September 2024 750 71,957 9,408 (2,752) 79,363
for the year ended 31 March 2025 (audited)
Called-up
share Special Capital Revenue
capital reserve reserve reserve Total
£'000 £'000 £'000 £'000 £'000
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
Statement of Financial Position
at 30 September 2025 (unaudited)
(Unaudited) (Unaudited) (Audited)
30 September 30 September 31 March
2025 2024 2025
Note £'000 £'000 £'000
Fixed assets
Investments held at fair value through profit or loss 78,101 80,821 82,231
Current assets
Debtors 3,630 33 852
Cash at bank and in hand 1,070 753 799
4,700 786 1,651
Current liabilities
Creditors: amounts falling due within one year 5 (471) (574) (1,078)
Net current assets 4,229 212 573
Total assets less current liabilities 82,330 81,033 82,804
Creditors: amounts falling due after more than one year 5
Performance fee (1,116) (1,670) (1,116)
Net assets 81,214 79,363 81,688
Capital and reserves
Called-up share capital 6 750 750 750
Special reserve 71,957 71,957 71,957
Capital reserve 12,051 9,408 12,160
Revenue reserve (3,544) (2,752) (3,179)
Total equity shareholders' funds 81,214 79,363 81,688
Net asset value per share (pence) 7 109.90 107.39 110.54
Registered in England and Wales as a public company limited by shares
Company registration number: 12892325
Cash Flow Statement
for the six months ended 30 September 2025 (unaudited)
(Unaudited) (Unaudited) (Audited)
For the six For the six For the
months ended months ended year ended
30 September 30 September 31 March
2025 2024 2025
£'000 £'000 £'000
Net cash outflow from operating activities (912) (494) (1,021)
Investing activities
Purchases of investments (1,913) (11,076) (19,837)
Sales of investments 3,099 11,502 20,864
Net cash inflow from investment activities 1,186 426 1,027
Net cash inflow/(outflow) in the period 274 (68) 6
Cash at bank and in hand at the beginning of the period 799 790 790
Exchange movements (3) 31 3
Cash at bank and in hand at the end of the period 1,070 753 799
Notes to the Condensed Financial Statements
for the six months ended 30 September 2025 (unaudited)
1. Financial Statements
The information contained within the condensed Financial Statements in this
Half Year Report has not been audited or reviewed by the Company's independent
auditor.
The figures and financial information for the year ended 31 March 2025 are
extracted from the latest published Financial Statements of the Company and do
not constitute statutory financial statements for that year. Those Financial
Statements have been delivered to the Registrar of Companies and included the
report of the auditor which was unqualified and did not contain a statement
under either section 498(2) or 498(3) of the Companies Act 2006.
2. Accounting policies
Basis of accounting
The condensed financial statements have been prepared in accordance with
United Kingdom Generally Accepted Accounting Practice, in particular with
Financial Reporting Standard 104 "Interim Financial Reporting" and with the
Statement of Recommend Practice "Financial Statements of Investment Trust
Companies and Venture Capital Trusts" issued by the Association of Investment
Companies in July 2022.
All of the Company's operations are of a continuing nature.
The principal accounting policies, critical accounting judgements and key
sources of estimation uncertainty applied in preparing these condensed
Financial Statements are consistent with those applied in the Company's
audited Financial Statements for the year ended 31 March 2025. There have
been no significant changes in these judgements or estimates during the
period.
The Directors have reviewed the Company's financial position and have a
reasonable expectation that it has sufficient resources to continue in
operational existence for at least twelve months from the date of approval of
these condensed Financial Statements. On this basis, the Directors consider it
appropriate to prepare the condensed Financial Statements on a going concern
basis.
3. Taxation
The Company's effective corporation tax rate is nil, as deductible expenses
exceed taxable income. The Company intends to continue meeting the conditions
required to maintain its status as an Investment Trust Company, and therefore
no provision has been made for deferred tax on any capital gains or losses
arising on the revaluation or disposal of investments.
4. (Loss)/return per share
(Unaudited) (Unaudited)
Six months Six months (Audited)
ended ended Year ended
30 September 30 September 31 March
2025 2024 2025
Revenue loss (£'000) (365) (381) (808)
Capital (loss)/return (£'000) (109) (1,583) 1,169
Total (loss)/return (£'000) (474) (1,964) 361
Weighted average number of shares in issue during the period 73,900,000 73,900,000 73,900,000
Revenue (loss) per share (pence) (0.49) (0.52) (1.09)
Capital (loss)/return per share (pence) (0.15) (2.14) 1.58
Total (loss)/return per share (pence) (0.64) (2.66) 0.49
The basic and diluted (loss)/return per share is the same because there are no
dilutive instruments in issue.
5. Current liabilities
Creditors: amounts falling due within one year
(Unaudited) (Unaudited)
(Audited)
30 September 30 September 31 March
2025 2024 2025
£'000 £'000 £'000
Performance fee - - 554
Other creditors and accruals 471 574 524
471 574 1,078
The Directors consider that the carrying amount of creditors falling due
within one year approximates to their fair value.
Creditors: amounts falling due more than one year
(Unaudited) (Unaudited)
(Audited)
30 September 30 September 31 March
2025 2024 2025
£'000 £'000 £'000
Performance fee 1,116 1,670 1,116
1,116 1,670 1,116
6. Called-up share capital
Changes in called-up share capital during the period were as follows:
(Unaudited) (Unaudited)
Six months Six months (Audited)
ended ended Year ended
30 September 30 September 31 March
2025 2024 2025
£'000 £'000 £'000
Ordinary shares of 1p each, allotted, called up and fully paid:
Opening balance of 73,900,000 (31 March 2025: 73,900,000 and
30 September 2024: 73,900,000) shares excluding shares held in treasury 739 739 739
Closing balance of 73,900,000 (31 March 2025: 73,900,000 and
30 September 2024: 73,900,000) shares excluding shares held in treasury 739 739 739
Shares held in treasury 1,100,000 (year ended 31 March 2025:
1,100,000 and period ended 30 September 2024: 1,100,000) 11 11 11
Closing balance of 75,000,000 (31 March 2025: 75,000,000 and
30 September 2024: 75,000,000) shares including shares held in treasury 750 750 750
7. Net asset value per share
(Unaudited) (Unaudited)
(Audited)
30 September 30 September 31 March
2025 2024 2025
Net assets (£'000) 81,214 79,363 81,688
Shares in issue at the period end, excluding shares held in treasury 73,900,000 73,900,000 73,900,000
Net asset value per share (pence) 109.90 107.39 110.54
8. 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 and any derivative financial
instruments.
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.
At 30 September 2025, the Company's investment portfolio and any derivative
financial instruments were categorised as follows:
30 September 2025 (unaudited)
Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
Investments in equities - quoted 11,275 9,618 - 20,893
Investments in equities - unquoted - - 57,208 57,208
Total 11,275 9,618 57,208 78,101
At 30 September 2024, the Company's investment portfolio and any derivative
financial instruments were categorised as follows:
30 September 2024 (unaudited)
Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
Investments in equities - quoted 21,131 8,525 - 29,656
Investments in equities - unquoted - - 51,165 51,165
Total 21,131 8,525 51,165 80,821
At 31 March 2025, the Company's investment portfolio and any derivative
financial instruments were categorised as follows:
31 March 2025 (audited)
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
The Level 2 asset relates to the holding in Schroders Special Situations -
Sterling Liquidity Plus Fund.
There have been no transfers between levels during the period ended 30
September 2025.
9. Uncalled capital commitments
At 30 September 2025, the Company had uncalled capital commitments amounting
to £3,322,000 (30 September 2024: £3,236,000; 31 March 2025: £3,323,000)
in respect of follow-on investments, which may be called by investee
companies, subject to their achievement of certain milestones and objectives.
10. Related Party Transactions
There were no related party transactions that materially affected the
financial position or performance of the Company during the six-month period
ended 30 September 2025.
a) Transactions with the Investment Manager
Under the terms of the Alternative Investment Fund Manager (AIFM) Agreement,
the Investment Manager is entitled to receive a management fee, a company
secretarial and administrative fee, and a performance fee.
The management fee payable for the period ended 30 September 2025 amounted to
£225,000 (30 September 2024: £218,000; 31 March 2025: £448,000).
As at 30 September 2025, a performance fee of £1,116,000 remains accrued and
unpaid (30 September 2024: £1,670,000; 31 March 2025: £1,116,000). This fee
will continue to be deferred in accordance with the terms of the AIFM
Agreement and will only become payable in future periods subject to
performance conditions being met.
The secretarial and administrative fee payable for the period ended 30
September 2025 amounted to £79,000 (30 September 2024: £95,000; 31 March
2025: £158,000).
b) Directors' remuneration
The Directors of the Company are key management personnel. The total
remuneration payable to Directors in respect of the six months ended 30
September 2025 was £78,000 (30 September 2024: £77,500; 31 March 2025:
£155,000).
11. Events after the interim period that have not been reflected in the
condensed financial statements for the interim period
Following the period end, the Company announced a further unquoted investment
in CSL, a European leader in critical connectivity and Internet of Things
solutions. This investment represents a continuation of the Company's strategy
to support innovative businesses within the technology and connectivity
sector.
In October 2025, the Company completed the acquisition of JMG, one of the UK's
fastest-growing insurance brokers. JMG has established itself as a leading
independent brokerage platform and provides insurance solutions to small and
medium-sized enterprises.
Both transactions occurred after the reporting date and therefore had no
impact on the financial position as at 30 September 2025.
There have been no other significant events since the balance sheet date that
require adjustment or disclosure in the condensed Financial Statements.
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