Worsley Investors Ld - Annual Report for the Period Ended 31 March 2026
Worsley Investors Limited
(the "Company")
Annual Report for the period ended 31 March 2026
The Company is pleased to announce the release of its annual report and audited consolidated financial statements for the period ended 31 March 2026 (the "Annual Report"). A copy of the Annual Report will be posted to shareholders and will be available to view on the Company's website shortly at: www.worsleyinvestors.com
END
For further information, please contact:
Worsley Associates LLP (Investment Advisor)
Blake Nixon
Tel: +44 (0) 203 873 2288
Shore Capital (Financial Adviser and Broker)
Anita Ghanekar / Harry Davies-Ball
Tel: +44 (0) 20 74080 4090
Apex Fund and Corporate Services (Guernsey) Limited (Administrator and Secretary)
Aoife Bennett
Tel: +44 (0) 20 3530 3687
LEI: 213800AF85VEZMDMF931
Performance Summary
31 March 2026
31 March 2025% Change
Net Asset Value ("NAV") per share
47.20p
34.62p
36.34%
Share price1
27.70p
27.80p
-0.36%
Share price discount to NAV
41.31%
19.70%
Year ended
31 March 2026Year ended
31 March 2025Earnings/(loss) per share2
12.26p
-8.33p
NAV Total Return3
36.34%
-20.32%
Share price Total Return4
- Worsley Investors Limited
-0.36%
12.09%
- FTSE All Share Index
21.54%
10.46%
Worsley Associates LLP ("Worsley Associates") was appointed on 31 May 2019 as Investment Advisor (the "Investment Advisor") to Worsley Investors Limited (the "Company"). The Company's Investment Objective and Policy are set out below.
Past performance is not a guide to future performance.
1 Mid-market share price.
2 Earnings per share based on the net profit for the year of £4.14 million (31 March 2025: net loss £2.81 million) and the weighted average number of Ordinary Shares in issue during the year of 33,740,929 (31 March 2025: 33,740,929).
3 NAV Total Return is a measure showing how the NAV per share has performed over a period of time, taking into account both capital returns and any dividends paid to shareholders.
4 A measure showing how the share price has performed over a period of time, taking into account both capital returns and any dividends paid to shareholders.
Source: Worsley Associates LLP and FactSet/Morningstar.
Chairman's Statement
Our Company had a good year especially in the context of a period when smaller companies in general underperformed the larger capitalisation stocks which dominate the performance of the major market indices and while our new tenant in Curno continues to rehabilitate our Italian cinema.
On a headline basis, comparing our NAV per share in this year's audited financial statements with last year's, our increase in NAV was +36.34%, easily outpacing the FTSE All Share total return of +21.54% and the FTSE REIT Index on -0.08%. The opening position for the +36.34% incorporated the extraordinarily conservative valuation of the cinema asset by the former independent valuer, Knight Frank LLP ('KF'), as at 31 March 2025. In my view therefore, and for the reasons set out in my Interim Statement, a better comparison would be to utilise the NAV per share based on the Directors' valuation of the cinema as at that date and announced to the market in June 2025 (40.08p) as the opening position, which gives a result for the year of +17.76%. This is still a commendable result in absolute terms and particularly in relation to the British smaller companies sector where index returns were meagre: the FTSE AIM50 was essentially unchanged, rising by 0.01% although it does yield 2.57%.
Our equity portfolio, including net cash available for investment in equities, now accounts for 68.85% of our NAV and achieved an Internal Rate of Return of +24.3% during the year. The major contributors to this were the continuing strong performance of Smiths News, our largest position, and a number of other holdings as more fully related in the Investment Advisor's Report. Smiths has been a tremendous investment for us and the operational transformation envisaged at inception continues to play out. In light of the significant percentage of our NAV represented by Smiths, we harvested a portion of our capital gains for reinvestment elsewhere in due course. In addition, we again received a substantial special dividend. The investments acquired with these cash proceeds will be the seeds of future performance and, in the meantime, we enjoy a very strong liquid balance sheet.
Operationally, Curno is performing in line with our expectations. The former independent valuer, KF, retired in September 2025 for reasons of length of tenure and was replaced, after a tendering process, by CBRE Italia, which has valued the cinema at €5.87 million as at 31 March 2026 (up from €5.46 million at 30 September 2025) which compares to KF's €2.8 million and the Directors' €5.0 million announced in June 2025, both as at 31 March 2025. The increase in local currency terms from €5.0 million to €5.87 million is +17.4% and we have of course also enjoyed some initial rental as operations have recommenced. Only once the rehabilitation is firmly demonstrated by an extended period of trading in the new format will we be in a position to market the cinema actively. In the meantime, we and our advisers continue to work on the preparation of our claim against the former tenant, UCI.
Shareholders will be well aware that equity markets have had a volatile time over the year and in both the months preceding and following our reporting period. Whatever may otherwise have been the natural trajectory of markets and their economic context, both have been heavily influenced by elective, idiosyncratic, policy choices whether in global trading tariffs, international defence and security arrangements or war in the Middle East, much of it unpredictable but nonetheless with profound implications for the availability of essential commodities, trade flows, price inflation and interest rates and consequently for the market value of equity markets. In such an environment, the larger capitalisation stocks will typically lead both on the upward and downward legs but smaller stocks will take longer to recover after falls and this long-established phenomenon is what, in my view, in large measure lies behind the smaller capitalisation indices' significant underperformance of the larger capitalisation-dominated wider indices.
Worsley Investors itself is a case in point: notwithstanding our excellent NAV per share performance, our share price has essentially drifted over the year (down 0.36%) with the arithmetical consequence that our share price discount to NAV widened to 41.31% as at the year end. While a common response by an investment company to such a widening discount would often be to repurchase shares by one mechanism or another, we also need to be conscious that, as a very small company, to do so would aggravate our diseconomies of scale. The Board is also of the view that as and when we dispose of Curno and the portfolio is therefore entirely in cash and marketable securities, this level of discount is very likely to reverse naturally. In the shorter term, it may be that as confidence returns to smaller companies, there will also be a degree of discount narrowing. We note that in recent months, trading in our shares has become more frequent and volumes have begun to rise which, if sustained, can be a precursor to such narrowing.
The US remains by some margin the World's most powerful economy. To try to predict what the executive branch of its government may do in so many policy areas is likely to be a speculative enterprise and so I shall refrain from doing so.
Luckily, in a sense, and in so far as we are discussing our portfolio performance, it is not our problem: as I have noted previously, Worsley invests in specific companies with their own unique paths to the realisation of shareholder returns and not in broader indices, which are relevant only as measures of the context in which we operate, be they headwinds we face or tailwinds behind us. Our equity strategy has consequently continued to prosper, even as others have found the going tough. In fact, depressed share prices present attractive entry points in target investees.
To achieve such significantly positive results during a period when the representative indices for both of our major sectoral exposures trod water is highly satisfactory and I would like to extend my thanks to Worsley Associates LLP on behalf of the board and my fellow shareholders and to you, our shareholders, for your continued support.
William Scott
Chairman
26 June 2026
Investment Advisor's Report
Investment Advisor
The Investment Advisor, Worsley Associates LLP, is regulated by the FCA and is authorised to provide investment management and advisory services.
In the year under review, the equities portfolio was nearly fully invested for the first nine months, and the Investment Advisor has concentrated on its progression and the oversight of dilapidations at the Curno cinema and refurbishment works associated with the new tenant, in addition to managing the dispute with the previous tenant.
Curno Cinema Complex
The Group's Italian multiplex cinema complex, located in Curno, on the outskirts of Bergamo, is let in its entirety to Notorious Cinema S.r.l. ('Notorious').
The key rental terms of the lease are:
Rental
Notorious will pay Multiplex turnover rent comprising the sum of: 23.5% of the revenues deriving from the sale of entrance tickets; 10% of food and drink revenues; and 5% of all other revenues, subject to the following minima:
From 1 September 2025 until 31 August 2026 -- €500,000
From 1 September 2026 until 31 August 2027 -- €525,000
From 1 September 2027 until 31 August 2028 -- €550,000
On 1 September 2028 and annually thereafter the minimum rental will increase by 75% of the variation over the previous twelve months in the Italian ISTAT consumer price index.
In recognition of Notorious's substantial expenditure on the refurbishment of the cinema, described more fully below, from 1 September 2025 until 31 August 2030, the annual rental otherwise payable will be reduced each year by €108,000.
Duration
The Lease will have an initial termination date of 31 August 2035. Notorious has a unilateral right on that date to renew the Lease for a further eight years on the same terms and conditions.
In addition, Notorious has the right to withdraw from the lease on 31 August 2031. In the event of the Lease renewing on 1 September 2035, each party has the unilateral right to withdraw as of 31 August 2039.
Tenant Guarantee
Notorious has provided a first-demand guarantee issued by a primary bank, in the amount of €250,000, which will renew annually on an inflation indexed basis. After six years from the completion of the refurbishment, the tenant will have the right to replace the bank guarantee with an equivalent guarantee, issued by its parent company, Notorious Pictures S.p.A., in an amount of €500,000.
The Notorious Pictures group as at 31 December 2025 reported consolidated net worth of €30.3m.
Refurbishment
Notorious invested more than €3 million in the refurbishment of the cinema complex, with the foyer transformed into a 'cinema lounge', elegant and completely digitalised, with interactive monitors replacing cardboard advertising, a waiting area with leather armchairs, and an expanded food offer. De Luxe reclining armchairs in eco-leather were installed in the cinema halls, and the lavatories renovated. CBRE Italia has certified that the refurbishment met the €2 million threshold set out in the lease in order for Notorious to qualify for the monthly rental discount.
The first five cinema halls reopened on 27 June 2025 with the remaining four reopening on 22 September 2025.
Trading
In the nine months of the financial year during which the cinema was open, ticket attendances were 158,660.
After Curno trading had begun to ramp up in November, December and January were excellent, although seasonal weakening was seen in February and March. The cinema complex in its maiden trading period achieved market share and revenue per attendance broadly in line with original expectations.
The strong improvement in Italian cinema industry ticket sales from the end of October, as previously reported, continued into December, which saw exceptionally strong sales, exceeding pre-Covid levels, after Checco Zalone's latest movie, Buen Camino, was released on Christmas Day. The title has gone on to be Italy's highest ever grossing movie, with January cinema industry sales remaining above pre-Covid levels. In contrast, February and March were poor, with 'Wuthering Heights' the strongest title.
Since year end, April has delivered a significant recovery in attendance, The Super Mario Galaxy Movie proving to be an Easter hit. On the heels of this, the release on 1 May of The Devil Wears Prada 2 launched what was a monumental performance in the month, with sales reaching the highest levels ever recorded for May.
Overall, Italian cinema admissions for the first five months of 2026 are up some 22% on 2025.
After a strong second quarter, the movie slate in the second six months of the year will continue at full strength, with a string of high-profile films scheduled for release.
UCI Dispute
On 30 January 2025, UCI vacated the Curno property. After UCI had not paid any rental for the period subsequent to 10 January, as of the close of business on 25 February 2025, pursuant to Italian law, the lease agreement automatically terminated for default.
The minimum unpaid rental on the lease until 30 June 2035, being the earliest date UCI could have validly terminated is €11,341,481. In addition, costs incurred by Multiplex in returning the cinema complex to good working order following UCI's exit will exceed €230,000.
Multiplex retained the ability to recover damages from UCI for the unpaid rents and losses, including in respect of its failure to comply with maintenance commitments, caused from its breaches of the lease agreement. The Group is finalising a legal claim seeking the recovery of said damages, and action is expected to commence imminently.
Valuation
As at 31 March 2026, the new independent asset valuer, CBRE Valuation S.p.A. ('CBRE'), fair valued the Curno cinema at €5.87 million (30 September 2025: €5.46 million), and this figure has been adopted in these Financial Statements.
This compares to the Directors' 31 March 2025 valuation of €5.0 million, and the IFRS Fair Value of €2.8 million ascribed to the cinema for the purpose of the 2025 Annual Report by the previous independent valuer, Knight Frank LLP ('KF').
In reaching its valuation figure CBRE applied a net exit yield of 8% and discounted future net cash flows on the rentals at 9.35% and on reversion at 9.85%. For the estimation of turnover rental CBRE relied on WALLP projections, as did the Directors in adopting their 31 March 2025 valuation. In stark contrast, KF had made no allowance for the obvious upside of turnover rental under the Notorious lease.
The 2025 year ended up as broadly stable for the Italian cinema industry, but the year marked a major shift, with Italians flocking to see more homegrown movies, three Italian titles ending among the top ten grossing films. Industry box office takings for the year remained around 16% below the pre-Covid pandemic average for the 2017-2019 period.
Increasingly regularising cinema trading, as highlighted by very strong Italian box office takings seen since the beginning of November, bodes well for a return of Italian cinema investor appetite, as does the improvement in European bank property lending over the last twelve months. Nonetheless, given the turnover orientation of the Notorious lease, until the cinema is able to trade for a full rental year, with an expectation of delivering turnover rental in excess of the guaranteed minimum, it is unlikely a disposal can be effected at a price which the Board believes properly reflects its medium term prospects.
Equity Investment Strategy
The Investment Advisor's strategy allies the taking of holdings in British quoted securities priced at a deep discount to their intrinsic value, as determined by a comprehensive and robust research process. Most of these companies will have smaller to mid-sized equity market capitalisations, which will in general not exceed £600 million. It is intended to secure influential positions in such British quoted securities, with the employment of activism as necessary to drive highly favourable outcomes.
The U.K. market
The 2025 year closed with the FTSE100 up 21.5%, its best performance since 2009, and the London market started 2026 strongly. Following the US's extraction of President Maduro from Venezuela, the FTSE100 breached 10,000 for the first time, commodity and defence stocks ramping up strongly. The US Federal Reserve held rates at its January meeting and after President Trump announced Kevin Warsh as the next US Fed chair and the British market's January strength continued throughout February. Reduced U.K. and US inflation marks were seen as improving the prospects of base rate cuts. Then the US Supreme Court on the 20th ruled that the US's sharp 2025 increases in import tariffs were unlawful. Strong oil and precious metal prices after the US had warned its citizens to leave Iran and Israel, and with the U.K market being viewed as a safe haven, saw the FTSE All-Share Index ('FTSE:ASX') on the 27th reach 5851, the period high and an all-time closing record.
The euphoria was short lived, when on 28 February the US attacked Iran, killing the Supreme Leader, Ayatollah Khamenei, and several high ranking IRGC leaders. The London market sharply sold off in the first two trading days of March, as Israel continued to strike Tehran and Beirut. Oil prices surged, hitting a then four year high after major Middle Eastern producers cut output amidst a shutdown of the Straits of Hormuz ('SoH'). Altered inflation expectations quickly gave rise to anxieties around the previously unforeseen possibility of interest rate rises. The 18 March Israeli attack on Iran's South Pars gas field, the world largest natural gas field, resulted in a further surge in oil and gas prices, with British equities sagging on fears of Iranian threats of retaliation against regional energy infrastructure. The U.K. market continued its slide when Iran said it would reject the ceasefire offer on the table from the US, and by 23 March the FTSE:ASX had fallen to 5298, the low for the period.
Since then, the prospects for a peace deal between the US and Iran have superseded international oil prices as the greatest influence on the London market.
Sentiment turned sharply positive in the last week of March when Trump threatened that the US would move to capture Kharg Island, which is crucial to Iran's oil industry, if it did not agree to peace. The British market's rise continued as it was reported that Iran and Oman had agreed a protocol for the reopening of the SoH and was boosted when the US and Iran agreed a two week ceasefire. On 17 April, Iran announced that the SoH was open, with the FTSE:ASX reaching 5720. The rest of April saw equities weakening, on fears that the US Iran ceasefire would unravel, U.K. March CPI coming in at 3.3% (up from February's 3.0%), and after the Bank of England ('BofE') had warned that asset values were overinflated. The month closed on a slightly better note after the major Western central banks held their policy rates, and on strong U.K. earnings releases.
Stock markets were volatile in the first fortnight of May, as bond yields rose after renewed fighting had broken out in the SoH. The U.K. Government's parlous results in the 7 May local elections saw gilt yields tick up to the highest levels since 2008, but these retreated when the U.K. Health Secretary quit his cabinet post, citing a lack of confidence in the Prime Minister. At that point, the confirmation of U.K. first quarter GDP of 0.6% saw the U.K. market tick upward. The announcement on the 15th that Andy Burnham would contest a by-election, a precursor to challenging for leadership of the Labour Party, saw that advance immediately reversed for a few days until he clarified that he supported existing fiscal rules. The remainder of May saw London equities trend upwards. First news leaked of a revised Iran peace deal, then U.K. April CPI came in at 2.8% versus the 3.0% expected and on the 27th it was reported that a draft memorandum of understanding ('MoU') for a 60 day ceasefire was circulating between the US and Iran.
In the first nine days of June, stocks were weak, on disappointment with progress on the MoU, and after the OECD reduced its forecast for worldwide 2026 GDP growth from 1.3% to 1.1%. In the following week, notwithstanding US May CPI jumping to 4.2% from 3.8% in April and the ECB raising its policy rate, the British market improved significantly in the lead up to the US and Iran reaching agreement, announced on 14 June, of an MoU for a 60 day ceasefire. In the event, U.K. stock prices, in particular those of oil and defence stocks, came off the next trading day, with U.K. April GDP of minus 0.1% also being announced. When the US and U.K. central banks at their June meetings both held their policy rates, and with U.K May CPI unchanged from April at 2.8%, the uptrend very briefly resumed. However, rising U.K. geopolitical uncertainty around the implications of the Makerfield by-election result immediately dissipated this impetus. On 22 June Sir Keir Starmer announced his resignation as Prime Minister, appearing to leave the path open for Andy Burnham, the by-election winner, to replace him, and London equities closed stronger, also aided by reports that the US and Iran had agreed a roadmap to a final peace deal.
The current U.K. policy interest rate of 3.75% is 1.50% below its recent peak of 5.25%. Despite the current Middle East ceasefire, there remains a heightened level of uncertainty in the outlook for inflation. The market consensus continues to be that the Bank of England ('BofE') will make at least one rate increase over the remainder of the year. The current range for the US Federal Reserve policy rate is 3.50% to 3.75%, down 1.75% from the peak. The US Fed continues to be cautious regarding US economic indicators, with one cut during the rest of the year, at the December meeting, being priced in by the market.
Despite the dip post hawkish remarks by the US Fed and the BofE post their June meetings, the British stock market is up 3.3% in the 2026 financial year to date. Within the Company's target universe of British smaller companies, since 31 March share prices in general have performed much more strongly than the market as a whole, and in the period the small cap market is up 9.4%.
Worsley Investor's portfolio was fully invested during the first nine months reporting period, at which point we took profits in Smiths News plc, and the Company ended the year with a significant holding of cash.
In April, the disclosure of a 3% shareholding in Portmeirion Group PLC ('PMP') was made, and at 31 March our holding represented some 2.3% of the Group's Net Assets. PMP is an English company whose shares are traded on AIM. Through its subsidiaries it is a U.K. ceramics manufacturer, and an international marketer and distributor of homeware, both internally produced and insourced. Adjusting for its imminent capital raise, the company's market capitalisation is £27.1m, which compares to its post issue pro forma tangible shareholders' funds of £54.6m. PMP is about to enter the second year of a transformation plan which is expected to return profitability to historical levels.
The largest portfolio position continues to be our shareholding, now less than 3%, in Smiths News plc, England's major distributor of newspapers and magazines. At the beginning of May, it published its 2026 interim results, which were very solid, operating profit coming in slightly down on revenue which also declined, with strong sales of trading card and sticker collectables which attract higher margins. It is commendable that the company's continuing cost reduction programme nearly offset the combined impact of annualised National Insurance contributions, inflation and the continuing decline in newspaper and magazine volume. Average net cash for the half year was £16.2m, in marked contrast to average net debt of £1.1m in the comparable 2025 period. The balance sheet is now noticeably overcapitalised, which, prima facie, is materially deleterious to shareholder value. On 17 June, Smiths News announced that it had entered into a contract with News UK to expand the distribution of its leading titles to the entire geographical area of Great Britain, whereas previously only 55% had been serviced.
The shares jumped 22% in the first three months of Worsley Investors's second half, whereupon we sold nearly 28% of our holding but, having gone ex the 2025 final and special dividend, over the final quarter they gave back slightly more than 12%. Post year end the shares have recovered and following the recent announcement are up a little over 12% after adjustment for the interim dividend entitlement.
Shepherd Neame Limited late in January released a trading update for the 26 weeks ended 27 December 2025, specifically referring to cost headwinds and resulting in a 15% share price drop. Towards the end of March, the share price of Daniel Thwaites PLC also weakened significantly despite no company news, after other regional pub companies had widely reported severe cost pressures. The company was able to repurchase a parcel of just under 1% of its shares, which, in effect, served to put a floor under the price. Daniel Thwaites's preliminary results, for the year to 31 March 2026, were published on 17 June, and these were strong, disclosing a 10% increased operating profit, and reduced net debt. On the release the share price strengthened significantly. We took advantage of the price weakness in both these rarely traded stocks during the half to add to our holdings in each.
At the end of November, W.H. Ireland Group plc announced its recommended acquisition by Team plc, a Jersey domiciled wealth management group whose shares are traded on AIM. The acquisition was completed at the end of March, at which point we topped up to 3.5% our resultant shareholding in Team. The combined group benefits from a very significant level of assets under management and advice, and these are intrinsically highly valuable, although the reflection of that in the share price will inevitably be dependent on achievement of the earning potential inherent thereon.
We continued during the half to grow our holding in River Global PLC, which towards the end of the financial year announced the proposed disposal of its asset management business to Liontrust Asset Management, a specialist asset manager whose shares are listed on the LSE. The consideration will be payable in new Liontrust shares, which will be distributed in specie to River Global 'A' shareholders, delivering us a satisfactory uplift on our investment.
During the second half, we also added to three other holdings, and took part profits in another stock. Preliminary (less than 2% of Net Assets) holdings are held in 6 other companies.
In the period since 30 September, the Company's portfolio initially had a strong three months, after which it weakened. Together with the disposal of a little over a quarter of our holding in Smiths News, the end result is that as at 22 June 2026 total cost of the portfolio was £7.49 million, with a combined market value of £10.38 million, and comprising 17 stocks. The surplus on the portfolio was equivalent to 38.6% of cost, and the annualised return on capital invested since the new strategy was adopted continues to be very satisfactory, at just over 23%.
Results for the period
Cash rental revenue from Curno for the year to 31 March 2026 was €270,800 (£234,500) (31 March 2025: €830,700 (£699,000)). This included provisional turnover rental of €3,855. The major reduction reflected the substantially lower minimum rental levels receivable under the new Notorious lease and the fact that only extremely limited revenue was received in the first three months of the year.
Ordinary property expenses, mainly local Curno property taxes, of some €166,900 (£144,500) (31 March 2025: €192,400 (£162,000)), were incurred, which is significantly below budget after Multiplex lodged a successful appeal against its property tax assessment. The previous year's figure had been inflated by costs incurred as a direct result of UCI defaulting on its lease. In the Interim Report we added a subcategory for property expenses outside the ordinary course of business. The main components of the figure for the full 2026 year of €225,900 (£195,600) were physical dilapidation costs incurred of €167,700 and property capital expenditure supervisory fees of €31,500.
General and administrative expenses (including transaction charges) of £690,000 (31 March 2025: £689,000) were almost unchanged from the 2025 run rate, but represented a material increment to budget. As commented on in the Interim Report, the markedly higher audit expense booked included a £15,000 overrun on the cost of the 2025 audit, a consequence of the issues which had arisen over property valuation. Italian professional expenses were again elevated in the third quarter as the Group incurred significant expenses in respect of the exit of the previous tenant and the property tax appeal. Group General expenses for the full year ended broadly in line with original expectations. Increased Net Assets, in particular over the fourth quarter, resulted in materially higher AUM-based fees compared to 2025.
Transaction charges incurred on equity acquisitions were £13,000 (31 March 2025: £12,000). This reflected very high activity in the second six months, following a higher level than usual in the previous year.
In the forthcoming year the Group's ongoing operating costs are projected to be broadly similar to 2026 levels, with the out turn remaining somewhat dependent on the level of Italian legal expenses required to pursue the claim against UCI. Prior to the ultimate sale of Curno there remains little scope for significant reduction in the overall cost base.
The equities portfolio, having risen in the first half, improved markedly in the third quarter. The realisation on the sale of Smiths News shares of a substantial underlying gain, allied to a weakening of the portfolio in the fourth quarter, culminated in, for the year as a whole, a £0.341 million net investment mark-to-market loss (31 March 2025: £0.021 million gain). Investment Income for the year, entirely dividends, was £756,000 and net investment gains realised added £1.839 million. In consequence, the total annualised return on capital invested in the portfolio over the year came out at 24.3%.
Taxation is payable on an ongoing basis on Italian income and in Luxembourg paid. For the year, no Italian operating tax (31 March 2025: £89,000 charge) was incurred. Irrecoverable VAT, predominantly in Luxembourg, of some £3,000 was paid.
In the current year (to March 2027), notwithstanding the substantially higher Curno rental, which for the year will be at least 50% above 2026 levels, direct property expenses being substantially reduced, the Group continuing to benefit from a nil tax rate at Multiplex, and a lower level of budgeted legal expenses, operating cash flow (that is prior to allowance for equity income and net purchases) is expected to be remain negative.
Financial Position
Net Assets at 31 March 2026 were £15.927 million, which compares with the £14.411 million contained in the 30 September 2025 Interim Report. The increase arose from the profit in the second half of £1.497 million (after a €410,000 (£359,000) increase in the Euro valuation of the Curno property) and a £19,000 increase in the pound sterling fair value of Euro-denominated assets, principally the property.
The Group's liquidity increased substantially in the year, reflecting net portfolio disposals of £945,000, which offset cash outflows, with £1.527 million in cash held at 31 March 2026 and no debt. Supplemented by the ample secondary liquidity and significant income of the equity portfolio, the Group's financial position continues to be robust.
In due course, the sale of the Curno cinema will provide substantial additional resources for equity investment.
Euro
As at 31 March 2026, some 32% of Total Assets were denominated in Euros, of which the Curno property was 31.7% of Total Assets, in comparison to 20% as at 31 March 2025 (on the basis of the KF valuation of the cinema as at that date). The pound sterling Euro cross rate moved circa 4% during the period from 1.194 as at 31 March 2025 to 1.145 as at 31 March 2026. This cross rate will continue to be a potentially significant influence on the level of Group Net Assets until Curno's disposal.
Outlook
After just under six months of this year, U.K. stock market prices, notwithstanding the severe geopolitical uncertainty triggered by the US attacking Iran and killing its political leader and numerous high-ranking officials, are up 4.9%. Uncertainty has substantially reduced with the US and Iran announcing on 14 June that they had agreed a 60 day ceasefire. Although the impact of the conflict will continue to be felt for several months, the material beneficial influence on the outlook for US inflation has obvious implications for the path of Western central bank interest rates.
In the Interim Report we had observed that, with U.K. economic growth losing momentum and being highly reliant on Government spending, inflation remaining sticky, and confused policy direction persisting, uncertainty would remain a major constraint on U.K. companies well into calendar 2026, and this has proved to be rather an understatement.
The headwinds for U.K. GDP growth show no sign of abating and, despite a respite in the Middle East, the resignation of Sir Keir Starmer as Prime Minister will ensure that the significant uncertainty and modest prospects for U.K. companies are likely to endure at least until the end of the summer.
The Italian box office in 2025 was marginally stronger than 2024 with cinemas taking €496m from admissions of 68.3 million. The strength of the movie slate from the beginning of the second quarter is set to continue, with a succession of high-profile films being scheduled for release in the second six months of the year and 2026 US box office receipts forecast to surpass 2025 levels by in excess of 12%.
In Notorious we are delighted to have secured for Curno an excellent tenant, which continues to grow rapidly and to win market share from the largest Italian chains. The refurbishment of the cinema has been extremely well received by the local clientele, with trading to date remaining ahead of our expectations. We are poised to commence action seeking to recover from UCI Italia the major shortfall in the Group's cash flow which has resulting from its default on the previous lease.
Whilst the ramp up of business at the Curno cinema has been highly satisfactory, for its full trading potential to be realised will inevitably require more time, meaning a disposal should not be regarded as in the offing. In the meantime, the asset is once again generating valuable inflation adjusted cash flow, albeit at materially lower levels, for the Group.
We consistently emphasise that the Worsley investment strategy is fundamentally unaffected by the shorter-term economic outlook, being focussed on the medium-term prospects of individual companies.
The preliminary earnings numbers for British companies published in the period up to the end of February by and large reflected previously shaped expectations, and there were few profit warnings. However, the outbreak of hostilities in the Middle East saw a resurgence in March, and the quarter closed with profit warnings totalling 55, the same number as recorded in the December quarter. Once more, the prices of many stocks with capitalisations below £150 million fell abruptly.
In the vast majority of cases such falls are the consequence of a material deterioration in the outlook for the relevant sector, software and computer services and industrial support services being the most prevalent in the latest half. Be that as it may, the prices of many long-established companies are often similarly affected, with a number becoming severely mispriced and, as such, contenders for potential involvement.
The Worsley equity portfolio is built on solid underpinnings and, notwithstanding ongoing geopolitical uncertainties and a muted business outlook, the Company continues to be well positioned to deliver very satisfactory returns.
Worsley Associates LLP
22 June 2026
Board of Directors
William Scott (Chairman), a Guernsey resident, was appointed to the board of the Company as an independent Director on 28 March 2019. Mr Scott also currently serves as an independent non-executive director of a number of investment companies and funds, of which RTW Biotech Opportunities Fund Limited is also listed on the LSE and is a FTSE 250 index constituent. He is also a director of The Flight and Partners Recovery Fund Limited and a number of funds sponsored by Man and Aberdeen. From 2003 to 2004, Mr Scott worked as senior vice president with FRM Investment Management Limited, which is now part of Man Group plc. Previously, Mr Scott was a director at Rea Brothers (which became part of the Close Brothers group in 1999) from 1989 to 2002 and assistant investment manager with the London Residuary Body Superannuation Scheme from 1987 to 1989. Mr Scott graduated from the University of Edinburgh in 1982 and is a chartered accountant having qualified with Arthur Young (now Ernst & Young LLP) in 1987. Mr Scott also holds the Securities Institute Diploma and is a chartered fellow of the Chartered Institute for Securities & Investment. He is also a chartered wealth manager. Mr. Scott is a member of the Audit, Risk and Management Engagement Committees.
Robert Burke, a resident of Ireland, was appointed to the board of the Company as an independent Director on 28 March 2019. He also serves as an independent non-executive director of a number of investment companies which are domiciled in Ireland as well as a number of companies engaged in retail activities, aircraft leasing, corporate service provision and group treasury activities. He is a graduate of University College Dublin with degrees of Bachelor of Civil Law (1968) and Master of Laws (1970). He was called to the Irish Bar in 1969 and later undertook training for Chartered Accountancy with Price Waterhouse (now PricewaterhouseCoopers) in London, passing the final examination in 1973. He later was admitted as a Solicitor of the Irish Courts and was a tax partner in the practice of McCann FitzGerald in Dublin from 1981 to 2005, at which point he retired from the partnership to concentrate on directorship roles in which he was involved. He is a member of the Irish Tax Institute. Mr. Burke is a member of the Audit, Risk and Management Engagement Committees.
Blake Nixon was one of the pioneers of activism in the UK and has wide corporate experience in the UK and overseas. Following three years at Jordan Sandman Smythe (now part of Goldman Sachs), a New Zealand stockbroker, Mr Nixon emigrated to Australia, where he spent three years as an investment analyst at Industrial Equity Limited ("IEL"), then Australia's fourth largest listed company. In 1989 he transferred to IEL's UK operation and early in 1990 led the takeover of failing LSE listed financial conglomerate, Guinness Peat Group plc ("GPG"). The group was then relaunched as an investment company, applying an owner orientated approach to listed investee companies. Mr Nixon was UK Executive Director, responsible for GPG's UK operations and corporate function, for the following 20 years, finally retiring as a non-executive director in December 2015. He is a founding partner of Worsley Associates LLP, an activist fund manager, and has served as a non-executive director of a number of other UK listed companies, as well as numerous unlisted companies. He is a British resident and was appointed to the Board on 23 January 2019. Mr. Nixon is a member of the Risk Committee and attends Audit and Management Engagement Committee meetings by invitation.
Report of the Directors
The Directors of the Company present their Annual Report together with the Group's Audited Consolidated Financial Statements (the "Financial Statements") for the year ended 31 March 2026. The Directors' Report together with the Annual Report and the Consolidated Financial Statements give a true and fair view of the financial position of the Group. They have been prepared properly, in conformity with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and are in accordance with any relevant enactment for the time being in force; and are in agreement with the accounting records.
Principal Activity and Status
The Company is an authorised closed-ended investment company domiciled in Guernsey, registered under the provisions of the Companies (Guernsey) Law, 2008. The Company trades on the Main Market of the London Stock Exchange. Following the 29 July 2024 UK listing reforms, the Company was automatically mapped into the Equity Shares (Commercial Companies) ("ESCC") category, having previously held a premium listing on the Official List. Trading in the Company's ordinary shares commenced on 18 April 2005. The Company and the entities listed in note 2(f) to the Financial Statements together comprise the "Group".
Investment Objective and Investment Policy
The investment objective and investment policy of the Company are described in greater detail below.
Going Concern
These Financial Statements have been prepared on a going concern basis. The Directors, at the time of approving the Financial Statements, have a reasonable expectation that the Group has adequate resources to continue in operational existence for a period of at least twelve months from the date of approval of these Financial Statements. The Group maintains a significant cash balance and an extensive portfolio of realisable securities, and the dividend income on this, allied to the property lease, generates sufficient cash flows to pay on-going expenses and other obligations. The Directors have considered the cash position and performance of the current capital invested by the Group, the potential impact on markets and supply chains of geopolitical risks, as well as continuing macro-economic factors and inflation, and concluded that it is appropriate to continue to adopt the going concern basis in the preparation of these Financial Statements.
Going concern is assessed over the period of at least 12 months from the approval of these Financial Statements. Owing to the fact that the Group currently has no borrowing, has a significant cash holding and that the Company's equity investments predominantly comprise readily realisable securities, the Board considers there to be no material uncertainty. Matters relating to the going concern status of the Group are also discussed in the long-term viability statement below.
Viability Statement
The Board has evaluated the long-term prospects of the Group, beyond the 12 month time horizon assumption within the going concern framework. The Directors have conducted a review of the viability of the Group taking account of the predictability of the key factors which influence the Group's operations, its current position and the potential impact of risks likely to threaten the Group's business model, future performance, solvency or liquidity. For the purposes of this statement the Board has adopted a three year viability period from the year end owing to this being the maximum period over which the Board considers variances can reasonably be forecast and estimated. Anything beyond that cannot be stated with reasonable confidence.
In reaching this conclusion, the Directors considered the Company's expenditure projections, the fact that the Group currently has no borrowing, has a significant cash holding, the cash flow derived from the equity portfolio and the investment property provides sufficient liquidity with which to meet the Group's cash flow requirements and that the Company's equity investments predominantly comprise readily realisable securities, which in extremis could be expected to be sold to meet funding requirements if necessary, assuming usual market liquidity.
The Directors consider that a complete default on the lease rental obligations from the Group's investment property in isolation would not have a fundamental impact on the Company's ability to continue in operation over the next three years.
In addition, the Board has assumed that the regulatory and fiscal regimes under which the Group operates will continue in broadly the same form during the viability period. The Board consults with its broker and legal advisers to the extent required to understand issues impacting on the Group's regulatory and fiscal environment. The Administrator also monitors changes to regulations and advises the Board as necessary.
Based on the Company's processes for monitoring operating costs, internal controls, the Investment Advisor's performance in relation to the investment objective, the portfolio risk profile and liquidity risk, the Board has concluded that there is a reasonable expectation that the Group will be able to continue in operation and meet their liabilities as they fall due over the three year period.
Results and Dividends
These Financial Statements have been prepared in respect of the year ended 31 March 2026.
The results for the year are set out in the Consolidated Statement of Comprehensive Income.
No dividend payments were paid in the year (31 March 2025: none).
Details of the lease relating to the Group's investment property, and changes in the tenancy, are set out in note 4 of the Financial Statements.
Directors and their interests
The Directors who served during the year and up to the date of this report and their interests in the shares of the Company (all of which are beneficial) were:
31 March 2026
31 March 2025
No. shares
%
No. shares
%
W. Scott (Chairman)
1,150,000
3.41%
1,000,000
2.96%
B. A. Nixon
10,118,126
29.99%
10,118,126
29.99%
R. H. Burke
Nil
Nil
Nil
Nil
No Director has any other beneficial interest in the Company, nor in any of the Group entities.
The Directors' biographies are disclosed above.
Management
The Company is a self-managed AIF under the AIFM Directive and, as such, the Board performs certain management functions, which include oversight of the Company's investment strategy, and any necessary risk management and portfolio management functions.
With effect from 31 May 2019 the Board appointed Worsley Associates LLP as its Investment Advisor to oversee on a day-to-day basis the assets of the Company. A summary of the financial terms of the contract between the Company and the Investment Advisor in respect of the advisory services provided is given in note 3 to the Financial Statements.
In connection with this, the Investment Advisor undertakes certain support functions in respect of the routine management of the Company's investment portfolio, corporate structure and affairs, and advises the Company in relation to its investments and other ongoing services. The discretionary portfolio management of substantially all the Group's assets (including uninvested cash), however, remains with the Board to be dealt with in accordance with the Investment Objective and Investment Policy.
Listing Requirements
The shares of the Company are admitted to the Official List of the London Stock Exchange maintained by the Financial Conduct Authority ("FCA"). The Company has complied with the UK Listing Rules.
On 29 July 2024, the FCA published the final version of the new UK Listing Rules, these reforms replaced the existing UK Listing Rules sourcebook in its entirety. Following the new UK Listing Rules, the Company was automatically mapped into the Equity Shares (Commercial Companies) ("ESCC") category, having previously held a premium listing on the Official List.
Investee Engagement
The nature of the Company's investments is such that it often seeks to acquire substantial shareholdings which provide a direct route via which to influence investee companies. The Company's focus is on investees' medium-term financial performance, and, if necessary, it will press them to adopt governance practices which ensure that they are properly accountable to their shareholders for the delivery of sustainable shareholder value. This active involvement is outside the scope of many traditional institutional shareholders. In matters which may affect the success of the Company's investments the Board and the Investment Advisor work together to ensure that all relevant factors are carefully considered and reflected in investment decisions.
In carrying out its investment activities the Company aims to conduct itself responsibly, ethically and fairly.
International Tax Reporting
For purposes of the US Foreign Account Tax Compliance Act, the Company is registered with the US Internal Revenue Service ("IRS") as a Guernsey reporting Foreign Financial Institution ("FFI"), has received a Global Intermediary Identification Number (G0W47U.99999.SL.831), and can be found on the IRS FFI list.
The Common Reporting Standard ("CRS"), is a global standard for the automatic exchange of financial account information, developed by the Organisation for Economic Co-operation and Development ("OECD"), and has been adopted by Guernsey. The Board has taken the necessary action to ensure that the Company is compliant with Guernsey regulations and guidance in this regard.
Significant Shareholdings
As at 1 June 2026, shareholders with 3% or more of the voting rights are as follows:
Shares held
% of issued
share capital
B.A. Nixon
10,118,126
29.99%
The Bank of New York (Nominees) Limited
3,000,000
8.89%
Transact Nominees Limited
2,968,396
8.80%
Chase Nominees Limited
2,522,420
7.48%
Winterflood Client Nominees Limited
2,260,935
6.70%
State Street Nominees Limited
2,075,804
6.15%
BBHISL Nominees Limited
1,800,000
5.33%
Lion Nominees Limited
1,153,298
3.42%
W. Scott
1,150,000
3.41%
Guernsey Financial Services Commission Code of Corporate Governance
The Board of Directors confirms that, throughout the year covered by the Financial Statements, the Company complied with the Code of Corporate Governance issued by the Guernsey Financial Services Commission, to the extent it was applicable based upon its legal and operating structure and its nature, scale and complexity.
Anti-bribery and Corruption
The Company adheres to the requirements of the Prevention of Corruption (Bailiwick of Guernsey) Law, 2023. In consideration of the UK Bribery Act 2010, the Board abhors bribery and corruption of any form and expects all the Company's business activities, whether undertaken directly by the Directors themselves or by third parties on the Company's behalf, to be transparent, ethical and beyond reproach.
Criminal Finances Act
The Directors of the Company have a zero-tolerance commitment to preventing persons associated with it from engaging in criminal facilitation of tax evasion. The Board has satisfied itself in relation to its key service providers that they have reasonable provisions in place to prevent the criminal facilitation of tax evasion by their own associated persons and will not work with service providers who do not demonstrate the same zero-tolerance commitment to preventing persons associated with them from engaging in criminal facilitation of tax evasion.
Independent Auditor
BDO Limited served as the Company's Independent Auditor throughout the year and has indicated its willingness to continue in office.
Annual General Meeting
The next AGM of the Company is scheduled to be held on 16 September 2026.
Directors' Responsibilities
The Directors of the Company are responsible for preparing, for each financial year, an annual report and Financial Statements which give a true and fair view of the state of affairs of the Group and of the respective results for the period then ended, in accordance with applicable Guernsey law and IFRS as issued by the IASB. In preparing these Financial Statements, the Directors are required to:
· select suitable accounting policies and apply them consistently;
· make judgements and estimates which are reasonable and prudent;
· prepare the Financial Statements on a going concern basis unless it is inappropriate to presume that the Group, or Company, will continue in business; and
· state whether or not applicable accounting standards have been followed, subject to any material departures disclosed and explained in the Financial Statements.
The Directors confirm that they have complied with the above requirements in preparing the Financial Statements.
The Directors are responsible for keeping proper accounting records which are sufficient to show and explain the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that its financial statements comply with the Companies (Guernsey) Law, 2008. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements which are free from material misstatement, whether owing to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
Disclosure of Information to Auditors
So far as each Director is aware, all relevant information has been disclosed to the Company's Auditor; and each Director has taken all the steps which he ought to have taken as a director to make himself aware of any relevant audit information and to establish that the Company's Auditor is aware of that information.
Responsibility Statement
Each of the Directors, whose names and functions are listed above, confirms to the best of that person's knowledge and belief:
· the Financial Statements, prepared in accordance with IFRS as issued by the IASB, give a true and fair view of the assets, liabilities, financial position and profit/loss of the Group, as required by DTR 4.1.12R of the Disclosure and Transparency Rules, and are in compliance with the requirements set out in the Companies (Guernsey) Law, 2008;
· the Annual Report and Financial Statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for the shareholders to assess the Group's position, performance, business model and strategy; and
· the Annual Report and Financial Statements including information detailed in the Chairman's Statement, the Report of the Directors, the Investment Advisor's report, the Corporate Governance report and the notes to the Financial Statements, include a fair review of the development and performance of the business and the position of the Group together with a description of the principal risks and uncertainties that it faces, as required by:
- DTR 4.1.8 and DTR 4.1.9 of the Disclosure and Transparency Rules, being a fair review of the Group's business and a description of the principal risks and uncertainties facing the Group; and
- DTR 4.1.11 of the Disclosure and Transparency Rules, being an indication of important events which have occurred since the end of the financial period and the likely future development of the Group.
Signed on behalf of the Board by:
W. Scott
Director
26 June 2026
Corporate Governance Report
On 18 December 2019, the Company became a member of the Association of Investment Companies ("AIC") and, except as noted herein, complies with the AIC Code of Corporate Governance (the "AIC Code") published in August 2024, which is applicable to accounting periods commencing on or after 1 January 2025. Provision 34 of the AIC Code, relating to the declaration on the effectiveness of material controls, is applicable to accounting periods commencing on or after 1 January 2026 and has therefore not been applied in the current year.
By complying with the AIC Code, the Company is deemed to comply with the UK Corporate Governance Code 2024 (the "UK Code") issued by the Financial Reporting Council ("FRC"). Provision 29 of the UK Code, which relates to the board's declaration on the effectiveness of the Company's material internal controls, is applicable to accounting periods commencing on or after 1 January 2026 and has therefore not been applied in the current year.
The Company also complies with the Code of Corporate Governance issued by the Guernsey Financial Services Commission (the "GFSC Code").
The Board considers that reporting against the principles and recommendations of the AIC Code provides appropriate information to shareholders and during the period the Board has reviewed its policies and procedures against the AIC Code.
The GFSC Code provides a governance framework for GFSC-licensed entities, authorised and registered collective investment schemes. Companies reporting against the UK Code or the AIC Code are deemed to comply with the GFSC Code. The AIC Code is available on the AIC's website, www.theaic.co.uk.
For the year ended 31 March 2026, the Company has complied with the recommendations of the AIC Code and the relevant provisions of the UK Code, except for the following provisions relating to:
· the role of the Chief Executive
· Senior Independent Director;
· the need for an internal audit function;
· the whistle blowing policy;
· Remuneration Committee; and
· Nomination Committee
The Board considers these provisions are not relevant given the nature, scale and lack of complexity of the Company and its legal and operating structure as a self-managed investment company. The Company has therefore not reported further in respect of these provisions. Details of compliance are noted in the following pages. The absence of an internal audit function is discussed in the Audit Committee Report.
The Directors are non-executive and the Company does not have any employees, hence no Chief Executive, Executive Directors' remuneration nor whistle-blowing policy is required. The Board is satisfied that any relevant issues can be properly considered by the Board. Moreover, the Directors have satisfied themselves that the Company's service providers have appropriate whistle-blowing policies and procedures and have received confirmation from the service providers that nothing has arisen under those policies and procedures which should be brought to the attention of the Board.
Composition, Independence and Role of the Board
The Board currently comprises three non-executive Directors. Both Mr Scott and Mr Burke are considered by the Board to be independent of the Company's Investment Advisor. Mr Nixon is Founding Partner of the Investment Advisor and is therefore not independent.
Whilst Mr Nixon is not an independent director, the presence of two other directors who are independent and non-executive mitigates the risk of Mr Nixon acting against the Company's interest.
Mr Scott was appointed to serve forthwith as Chairman of the Company on 28 March 2019. The Chairman of the Board must be independent for the purposes of Chapter 11 of the UK Listing Rules. Mr Scott is considered independent because he:
· has no current or historical employment with the Investment Advisor;
· has not provided professional services to the Investment Advisor; and
· has no current directorships in any other investment funds managed by the Investment Advisor.
Notwithstanding the Articles of Association of the Company not specifying any limit to the tenure of any director, although triennial re-election is required, the Board has adopted a policy whereby the Directors, including the Chairman, are subject to biennial re-election by shareholders (apart from Mr. Nixon, who is subject to annual re-election) and, subject to there being no change in his or her status in respect of the independence criteria set out above, the Chairman may freely stand for re-election until his or her tenure would in the aggregate exceed nine years. On the assumptions that the Company's next AGM takes place on 16 September 2026, and that the 2028 AGM would take place in September of that year, Mr. Scott, if re-elected by shareholders in 2026, would potentially serve until September 2028 which would exceed nine years from his original date of appointment (28 March 2019). In accordance with the AIC Code, the Board has considered whether or not the Chairman remains independent and has concluded that it would be appropriate for him to stand for re-election in 2026 bearing in mind the added countervailing benefits of board refreshment and continuity.
The Board has overall responsibility for maximising the Company's success by directing and supervising the affairs of the business and meeting the appropriate interests of shareholders and relevant stakeholders, while enhancing the value of the Company and also ensuring protection of investors. A summary of the Board's responsibilities is as follows:
· statutory obligations and public disclosure;
· strategic direction and financial reporting;
· risk assessment and management including reporting compliance, governance, monitoring and control; and
· other matters having a material effect on the Company.
The Board is responsible to shareholders for the overall management of the Company.
The Board needs to ensure that the Annual Report and Financial Statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company's position and performance, business model and strategy. In seeking to achieve this, the Directors have set out the Company's investment objective and policy and have explained how the Board and its delegated Committees operate and how the Directors review the risk environment within which the Company operates and set appropriate risk controls. Furthermore, throughout the Annual Report and Financial Statements the Board has sought to provide further information to enable shareholders better to understand the Company's business and financial performance.
The Board's responsibilities for the Annual Report are set out in the Directors' Responsibility Statement.
The Board is also responsible for issuing half yearly reports, NAV updates and other price sensitive public reports.
The Board does not consider it appropriate to appoint a Senior Independent Director. The Board believes it has a good balance of skills and experience to ensure it operates effectively. The Chairman is responsible for leadership of the Board and ensuring its effectiveness.
The Board has engaged external businesses to undertake the investment advisory and administrative activities of the Company. Documented contractual arrangements are in place with these businesses and these define the areas where the Board has delegated responsibility to them. The Board has adopted a schedule of matters specifically reserved for its decision-making and distinguished these from matters it has delegated to the Company's key service providers.
The Company holds regular board meetings to discuss general management, structure, finance, corporate governance, marketing, risk management, compliance, asset allocation and gearing, contracts and performance. The quarterly Board meetings are the principal source of regular information for the Board enabling it to determine policy and to monitor performance, compliance and controls which are supplemented by communication and discussions throughout the year.
A representative of each of the Investment Advisor and Administrator attends each Board meeting either in person or by telephone, thus enabling the Board fully to discuss and review the Company's operation and performance. Each Director has direct access to the Investment Advisor and Company Secretary and may at the expense of the Company seek independent professional advice on any matter. The Company maintains appropriate Directors' and Officers' liability insurance.
Conflicts of interest of directors
Directors are required to disclose all actual and potential conflicts of interest as they arise for approval by the Board, who may impose restrictions or refuse to authorise conflicts. The process of consideration and, if appropriate, approval will be conducted only by those Directors with no material interest in the matter being considered. The Board maintains a Conflicts of Interest policy which is reviewed periodically and a Business Interests and Potential Conflicts of Interest register which is reviewed by the Board at each quarterly Board meeting.
Re-election of Directors
There are provisions in the Company's Articles of Incorporation which require Directors to seek re-election on a periodic basis. There is no limit on length of service, nor is there any upper age restriction on Directors. The Board considers that there is significant benefit to the Company arising from continuity and experience among directors, and accordingly does not intend to introduce restrictions based on age or tenure. It does, however, believe that shareholders should be given the opportunity to review membership of the Board on a regular basis.
The Board believes that, while regular rotation is in keeping with good governance, the unquestionable benefits of ensuring that there is some continuity mean that it is in the best interests of the Company that not all Directors offer themselves for re-election each year. The Company may terminate the appointment of a Director immediately on serving written notice and no compensation is payable upon termination of office as a director of the Company becoming effective.
In accordance with the Company's Articles of Incorporation, at each AGM all Directors who held office at the two previous AGM's and did not retire shall retire from office and shall be available for re-election. Messrs. Scott and Nixon will stand for re-election at this year's AGM. Mr Nixon as Founding Partner and a Designated Member of Worsley Associates LLP stands annually. Further details regarding the experience of each of the Directors are set out above.
Board Diversity
The Company is ESCC Listed on the Main Market of the London Stock Exchange and is subject to the UK Listing Rules promulgated by the FCA. The Company has three directors, all of whom are male and none of whom is from a minority ethnic background. As at the Reference Date of 31 March 2026 and throughout the year then ended, the targets set out at UK Listing Rule 6.6.6R(9) were not met.
Worsley Investors Limited is a very small company with a market capitalisation of less than £10 million and an audited net asset value of approximately £16 million. It is not a constituent of the FTSE350 Index, nor the FTSE Small Cap Index, and so is out of scope with regard to the Davies Report on "Women on Boards", the Parker review into ethnic diversity and the Hampton-Alexander review on gender balance in FTSE leadership. However, the Board is cognisant of the practices codified in these reports and, as recommended in the Davies Report, the Board has reviewed its composition. The Board's conclusion from this review is that it believes that the current appointments provide an appropriate and broad range of skills and experience, are in the interests of shareholders and, in light of this and the disproportionate effect on the expense ratio for such a small company of appointing additional directors, no plans to appoint further directors are in contemplation.
Board Evaluation and Succession Planning
The Board conducts an annual self-evaluation of its performance and that of the Company's individual Directors, which is led by the Chairman and, as regards the Chairman's performance evaluation, by the other Directors. The annual self-evaluation considers how the Board functions as a whole taking balance of skills, experience and length of service into consideration and also reviews the individual performance of its members.
To facilitate this annual self-evaluation, the Company Secretary circulates a detailed questionnaire to each Director and a separate questionnaire for the evaluation of the Chairman. The questionnaires, once completed, are returned to the Company Secretary who collates responses, prepares a summary and discusses the Board evaluation with the Chairman prior to circulation to the remaining Board members. On occasions, the Board may seek to employ an independent third party to conduct a review of the Board.
The Board considers it has a breadth of experience relevant to the Company, and the Directors believe that any changes to the Board's composition can be managed without undue disruption. An induction programme has been prepared for any future Director appointments, and all Directors receive other relevant training as necessary.
Board and Committee Meetings
The table below sets out the number of scheduled Board, Audit Committee, Risk Committee and Management Engagement Committee meetings held during the year ended 31 March 2026 and, where appropriate, the number of such meetings attended by each Director who held office during the same period.
Board of Directors
Audit Committee
Risk Committee
Management Engagement Committee
Scheduled
Attended
Scheduled
Attended
Scheduled
Attended
Scheduled
Attended
W. Scott
(Chairman)
5
5
3
3
2
2
1
1
R. H. Burke
5
5
3
3
2
2
1
1
B. A. Nixon
5
5
3
3*
2
2
1
1*
*In attendance as a non-voting guest.
In normal circumstances the Board intends to meet not less than four times per year on a quarterly basis in addition to such ad hoc meetings as may be necessary.
Audit Committee
The Company has established an Audit Committee with formal duties and responsibilities. The Audit Committee meets formally at least twice a year and each meeting is attended by the Independent Auditor and Administrator. The Company's Audit Committee is comprised of Mr Burke and Mr Scott. At the invitation of the Audit Committee, Mr. Nixon may attend meetings of the Committee. The Audit Committee is chaired by Mr Burke. The Company does not maintain an internal audit function, and, given that there are only three Directors, the Chair of the Board is a member of the Committee.
The Audit Committee monitors the performance of the Independent Auditor and also examines the remuneration and engagement of the Auditor, as well as its independence and any non-audit services provided by it. A report of the Audit Committee detailing its responsibilities and its key activities is presented below.
Risk Committee
The Company has established a Risk Committee with formal duties and responsibilities. The Risk Committee meets formally at least twice a year. The Risk Committee is comprised of the entire Board and is chaired by Mr Scott. The principal function of the Risk Committee is to identify, assess, monitor and, where possible, oversee the management of risks to which the Company's investments are exposed, with regular reporting to the Board. The Directors have appointed the Risk Committee to manage the additional risks faced by the Company as well as the disclosures to be made to investors and the relevant regulators.
The Risk Committee reviews the robustness of the Company's risk management processes, the integrity of the Company's system of internal controls and risk management systems, and the identification and management of risks through the use of the Company's risk matrix. The Risk Committee reviews the principal, emerging, and other risks relevant to the Company.
The Risk Committee reports on the internal controls and risk management systems to the Board of Directors. The Board of Directors is responsible for establishing the system of internal controls relevant to the Company and for reviewing the effectiveness of those systems. The review of internal controls is an on-going process for identifying and evaluating the risks faced by the Company, designed to manage effectively rather than attempt to eliminate business risks, to ensure the Board's ability to achieve the Company's business objectives.
It is the responsibility of the Board to undertake the risk assessment and review of the internal controls in the context of the Company's objectives in relation to business strategy, and the operational, compliance and financial risks facing the Company. These controls are operated in the Company's main service providers: the Investment Advisor and Administrator. The Board receives regular updates and undertakes an annual review of each service provider.
The Company is a closed-ended investment company which has no employees. The Company operates by outsourcing significant elements of its operations to reputable professional companies, which are required to comply with all relevant laws and regulations.
The Board of Directors considers the arrangements for the provision of Investment Advisor and Administration services to the Company and as part of the annual review the Board considered the quality of the personnel assigned to handle the Company's affairs, the investment process and the results achieved to date.
The Board is satisfied that each service provider has effective controls in place to control the risks associated with the services which they are contracted to provide to the Company and therefore the Board is satisfied with the internal controls of the Company.
Management Engagement Committee
The Company has established a Management Engagement Committee (the "MEC") with formal duties and responsibilities. The MEC meets formally at least once a year. The MEC is comprised of Mr Burke and Mr Scott. The principal function of the MEC is to ensure that the Company's investment advisory arrangements are competitive and reasonable for the shareholders, along with the Company's agreements with all other third party service providers (other than the external auditor).
During the period the MEC has reviewed the services provided by the Investment Advisor and other service providers and recommended that the continuing appointments of the Company's service providers was in the best interests of the Company. The MEC is chaired by Mr Scott.
Nomination Committee
The Board does not have a separate Nomination Committee. The Board as a whole fulfils the function of a Nomination Committee. Any proposal for a new Director will be discussed and approved by the Board, giving full consideration to succession planning and the leadership needs of the Company.
Remuneration Committee
In view of its non-executive nature, the Board considers that it is not appropriate for there to be a separate Remuneration Committee, as anticipated by the AIC Code, because this function is carried out as part of the regular Board business. A Remuneration Report prepared by the Board is contained in these Financial Statements.
Terms of Reference
All terms of reference for committees are available from the Company's website (www.worsleyinvestors.com).
Internal Controls
The Board is ultimately responsible for establishing and maintaining the Company's system of internal controls and for maintaining and reviewing its effectiveness. The system of internal controls is designed to manage rather than to eliminate the risk of failure to achieve business objectives and by its nature can only provide reasonable and not absolute assurance against misstatement and loss. These controls aim to ensure that assets of the Company are safeguarded, proper accounting records are maintained and the financial information for publication is reliable.
The Board has delegated the day-to-day management of the Company's investment portfolio and the administration, registrar and corporate secretarial functions including the independent calculation of the Company's NAV and the production of the Annual Report and Financial Statements, which are independently audited. Whilst the Board delegates responsibility, it retains accountability for the functions it delegates and is responsible for the systems of internal control.
Formal contractual agreements have been put in place between the Company and providers of these services. On an ongoing basis, board reports are provided at each quarterly board meeting from the Investment Advisor, Administrator and Company Secretary and Registrar; and a representative from the Investment Advisor is asked to attend these meetings.
In accordance with UK Listing Rule 11.7.2 (2) R the Directors formally appraise the performance and resources of the Investment Advisor on an annual basis. In the opinion of the Directors the continuing appointment of the Investment Advisor on the terms agreed is in the interests of the Company and the shareholders.
The Investment Advisor was appointed on 31 May 2019.
The Board has reviewed the need for an internal audit function and owing to the size of the Company and the delegation of day-to-day operations to regulated service providers, an internal audit function is not considered necessary. The Directors will continue to monitor the systems of internal controls in place in order to provide assurance that they operate as intended.
Risks and Uncertainties
In respect of the Company's system of internal controls and its effectiveness, the Directors:
· are satisfied that they have carried out a robust assessment of the emerging and principal risks facing the Group, including those that would threaten its business model, future performance, solvency or liquidity; and
· have reviewed the effectiveness of the risk management and internal control systems including material financial, operational and compliance controls (including those relating to the financial reporting process) and no significant failings or weaknesses were identified.
The principal risks and uncertainties which have been identified have remained unchanged in both the nature and the level of risk during the year and the steps which are taken by the Board to mitigate them are as follows:
Investment Risks
The Company is exposed to the risk that its investment portfolio and the remaining investment property fail to perform in line with the Company's objectives. The Company is exposed to the risk that markets move adversely. The Board reviews reports from the Investment Advisor at each quarterly Board meeting and at other times when expedient, paying particular attention to the diversification of the portfolio and to the performance and volatility of underlying investments. If any risks are identified the Board will ensure that any remediation required is actioned on a timely basis.
Operational Risks
The Company is exposed to the risk arising from any failures of systems and controls in the operations of the Investment Advisor and Administrator. The Board and its Committees regularly review reports from the Investment Advisor and the Administrator and Corporate Broker on their internal controls. If any risks are identified the Board will ensure that any remediation required is actioned on a timely basis.
Accounting, Legal and Regulatory Risks
The Company is exposed to the risk that it may fail to maintain accurate accounting records, fail to comply with requirements of its Prospectus or fail to adapt its processes to changes in law or regulations. The accounting records prepared by the relevant service providers are reviewed by the Investment Advisor. The Administrator, Corporate Broker and Investment Advisor provide regular updates to the Board on compliance with the Prospectus and any changes in regulation.
Financial Risks
The financial risks, including market, credit, liquidity and interest rate risk faced by the Company are set out in note 14 of the Financial Statements. These risks and the controls in place to reduce the risks are reviewed at the quarterly Board meetings.
Foreign Exchange Risk
The Company is exposed to currency risk given that the assets of its subsidiaries are predominantly denominated in Euro but the presentation currency of the Company is Pounds Sterling. The Investment Advisor reports at least quarterly to the Board on the strategy for managing this risk. Although the Company has the ability to hedge this risk, it has not to date chosen to do so and has no plans to make such arrangements.
Geopolitical Risk
The Directors regularly contemplate the potential impact which geopolitical risks may have on the financial markets in which the Company operates but consider at present that such risks are not significant to the Group.
Emerging Risks
The Board is alert to the identification of any new or emerging risks through the ongoing monitoring of the Company's investment portfolio and by conducting regular reviews of the Company's risk assessment matrix. Should an emerging risk be identified the risk assessment matrix is updated and appropriate mitigating measures and controls will be agreed.
Non-Audit Services Policy
The Company has implemented a policy in relation to the engagement of the external auditor, BDO Limited, to perform non-audit services. As a Market Traded Company ("MTC"), since March 2020, the Company is classified as an EU/UK Public Interest Entity ("PIE") for the purposes of FRC's Ethical Standard. Accordingly, the Audit Committee must consider whether or not the provision of such non-audit services is compatible with the list of permissible services under the FRC's UK Ethical Standards:
The Audit Committee reviews the need for non-audit services, authorises such on a case-by-case basis, and recommends an appropriate fee for such non-audit services to the Board.
The Board considers the actual, perceived and potential impact upon the independence of the external auditor prior to engaging the external auditor to undertake any non-audit service, as well as confirming that any non-audit services are included on the list of permissible services, as amended from time to time by the FRC.
The Board reserves the right to review the policy periodically and, if required, amend it to ensure that the policy is compliant with all applicable law and regulation and best practice.
Promotion of the success of the Company
The Board acts in a manner which is considered to be:
· in good faith;
· likely to promote the continuing success of the Company; and
· to the benefit of its shareholders as a whole.
Whilst the primary duty of the Directors is owed to the Company, the Board considers as part of its discussions and decision making process the interests of all stakeholders.
The Board is committed to maintaining high standards of corporate governance and accountability.
As an investment company, the Company does not have any employees and conducts its core operations through third party service providers, which apart from the shareholders are the only significant stakeholders. Each provider has an established track record and, through regulatory oversight and control, is required to have in place suitable policies and procedures to ensure it maintains high standards of business conduct, treats customers fairly, and employs corporate governance best practice.
Relations with Shareholders
The Board welcomes shareholders' views and places great importance on communication with its shareholders. The Board receives regular reports on the views of shareholders and the Chairman and other Directors are available to meet shareholders if required. The Investment Advisor meets with major shareholders on a regular basis and reports to the Board on these meetings. Issues of concern can be addressed by any shareholder in writing to the Company at its registered address. The AGM of the Company provides a forum for shareholders to meet and discuss issues with the Directors and Investment Advisor of the Company. In addition, the Company maintains a website (www.worsleyinvestors.com) which contains comprehensive information, including regulatory announcements, share price information, financial reports, investment objectives and strategy and investor contacts.
Relations with other stakeholders.
Specific consideration is given to the continued alignment between the activities of the Company and those which contribute to delivering the Board's strategy, which include the Investment Advisor, the Corporate Broker and the Administrator.
In particular, open and collaborative dialogue is maintained between the Board and the Investment Advisor, a representative of which is required to attend all Board meetings. In addition, each Director has direct access to the Investment Advisor.
The Board receives regular updates from and undertakes an annual review of each service provider.
In its relationship with suppliers, the Company aims to conduct itself responsibly, ethically and fairly.
The Management Engagement Committee is charged by the Board with ensuring that the Company's investment advisory arrangements are competitive and reasonable for the shareholders, along with the Company's agreements with all other third party service providers (other than the external auditor).
The Board respects and welcomes the views of all stakeholders. Any queries or areas of concern regarding the Company's operations can be raised with the Company Secretary.
Signed on behalf of the Board by:
W. Scott
Chairman
26 June 2026
Audit Committee Report
Dear Shareholders,
I am pleased to present the Audit Committee's Report for the year ended 31 March 2026, which covers the following topics:
· Responsibilities of the Audit Committee and its key activities during the period,
· Financial reporting and significant areas of judgement and estimation,
· Independence and effectiveness of the external auditor, and
· Internal control and risk management systems.
The Company remains in a transition period until the Curno investment property is disposed of. The Audit Committee's activities during the year have therefore concentrated on maintaining an appropriate risk and control environment, providing suitable disclosure of progress and residual risks in the Financial Statements, ensuring ongoing engagement from service providers and maintaining sufficient liquid funds to meet expenditure for essential or justified items.
Responsibilities
The Audit Committee reviews and recommends to the Board for approval or otherwise, the Financial Statements of the Company and is the forum through which the independent external auditor reports to the Board of Directors. The independent external auditor and the Audit Committee, if either considers this to be necessary, will meet together without representatives of either the Administrator or Investment Advisor being present.
The responsibilities of the Audit Committee include:
1. Monitoring the integrity of the Financial Statements of the Company covering:
· formal announcements relating to the Company's financial performance;
· significant financial reporting issues and judgements;
· matters raised by the external auditor; and
· appropriateness of accounting policies and practices.
2. Reviewing and considering the AIC Code and FRC Guidance on Audit Committees.
3. Monitoring the quality and effectiveness of the independent external auditor, which includes:
· meeting regularly to discuss the audit plan and the subsequent findings;
· considering the level of fees for both audit and non-audit work;
· reviewing independence, objectivity, expertise, resources and qualification; and
· making recommendations to the Board on their appointment, reappointment, replacement and remuneration.
4. Reviewing the Company's procedures for prevention, detection and reporting of fraud, bribery and corruption, and
5. Monitoring and reviewing the internal control and risk management systems of the service providers together with the need for a Company Internal Audit function.
The Audit Committee's full terms of reference can be obtained from the Company's website (www.worsleyinvestors.com).
Financial Reporting
The Audit Committee's review of the Audited Annual Report and Financial Statements focused on the following significant risks and areas of judgement and estimation:
Valuation of Investments and Investment Property
The Group's sole remaining investment property was independently valued at £5.13 million (€5.87 million) as at 31 March 2026 (31 March 2025: £2.35 million (€2.8 million) independently valued). The property comprises a cinema complex in Curno, Italy, owned via an intermediate holding company. The valuation of this investment is in accordance with the requirements of IFRS as issued by the IASB. The valuation estimate is provided by CBRE Valuation S.p.A. (2025: Knight Frank LLP) (refer to note 2(d) and note 7 for further details regarding the valuation of the investment property), an external independent valuer. All valuations are also subject to review and oversight by the Investment Advisor.
The Company's non-property investments had a fair value of £9.44 million as at 31 March 2026 (31 March 2025: £8.89 million). The Committee considered the fair value of the investments held by the Company as at 31 March 2026 to be reasonable based on information provided by the Investment Advisor and Administrator. All prices are confirmed to independent pricing sources as at 31 March 2026 by the Administrator and are subject to a review process at the Administrator and oversight at the Investment Advisor (refer to note 8 for further details regarding the valuation of the equity portfolio).
The independent external auditor reported to the Audit Committee that no material unadjusted misstatements were found in the course of their work. Furthermore, the Investment Advisor and Administrator confirmed to the Audit Committee that they were not aware of any material unadjusted misstatements including matters relating to the Financial Statements presentation.
Accounting Policies and Practices
The Audit Committee has assessed the appropriateness of the accounting policies and practices adopted by the Group together with the clarity of disclosures included in the Financial Statements. Following a review of the presentations and reports from the Administrator and consulting where necessary with the independent external auditor, the Audit Committee is satisfied that the Financial Statements appropriately address the critical judgements and key estimates (both in respect to the amounts reported and the disclosures). It is also satisfied that the significant assumptions used for determining the value of assets and liabilities have been appropriately scrutinised, challenged and are sufficiently robust.
The Audit Committee advised the Board that this Annual Report and Financial Statements, taken as a whole, is fair, balanced and understandable.
Fraud, Bribery and Corruption
The Audit Committee continues to monitor the fraud, bribery and corruption policies of the Group. The Board receives a confirmation from all service providers that there have been no instances of fraud or bribery.
The Independent External Auditor
BDO Limited served as the Company's Independent Auditor throughout the year and has indicated its willingness to continue in office.
The independence and objectivity of the external auditor is reviewed by the Audit Committee, which also reviews the terms under which the independent external auditor is appointed to perform non-audit services. The Audit Committee has established pre-approval policies and procedures for the engagement of the auditor to provide non audit services.
The following table summarises the remuneration payable to BDO Limited for audit and non-audit services provided to the Company during the year ended 31 March 2026 and the year ended 31 March 2025:
31 March 2026*
31 March 2025
£
£
Statutory audit*
62,400
45,800
Total fees
62,400
45,800
*Includes £15,000 in respect of 2025 audit fee overrun fees paid during the year ended 31 March 2026. See Note 5 of the Financial Statements.
The following table summarises the remuneration payable to BDO Italia S.p.A for audit and non-audit services provided to the Group during the year ended 31 March 2026 and the year ended 31 March 2025:
31 March 2026
31 March 2025
€
€
Statutory audit of subsidiary
9,543
9,679
Total fees
9,543
9,679
Performance and Effectiveness
During the period, when considering the effectiveness of the independent external auditor, the Audit Committee has taken into account the following factors:
· the audit plan presented to them before the audit;
· changes in audit personnel;
· the post audit findings report;
· the independent external auditor's own internal procedures to identify threats to independence; and
· feedback received from both the Investment Advisor and Administrator.
The Audit Committee reviewed and, where appropriate, challenged the audit plan and the audit findings report of the independent external auditor and concluded that the audit plan sufficiently identified audit risks and that the audit findings report indicated that the audit risks were sufficiently addressed with no significant variations from the audit plan. The Audit Committee considered reports from the independent external auditor on their procedures to identify threats to independence and concluded that the procedures were sufficient.
Appointment of External Auditor
Consequent to this review process, the Audit Committee recommended to the Board that a resolution be put to the next AGM to confirm the reappointment of BDO Limited as independent external auditor.
Internal Control and Risk Management Systems
The Board of Directors considers the arrangements for the provision of Investment Advisory, Investment Management, Administration and Custody services to the Company on an on-going basis and a formal review is conducted annually. As part of this review the Board considered the quality of the personnel assigned to handle the Company's affairs, the investment process and the results achieved to date.
The Audit Committee has reviewed the need for an internal audit function and has decided that the systems and procedures employed by the Investment Advisor and the Administrator provide sufficient assurance that a sound system of internal control, which safeguards the Company's assets, is maintained. An internal audit function specific to the Group is therefore considered unnecessary.
In finalising the Annual Report and Financial Statements for recommendation to the Board for approval, the Audit Committee has satisfied itself that the Annual Report and Financial Statements taken as a whole are fair, balanced and understandable, and provide the information necessary for shareholders to assess the Company's position and performance, business model and strategy.
A member of the Audit Committee will continue to be available at each AGM to respond to any shareholder questions on the activities of the Audit Committee.
R. H. Burke
Chairman, Audit Committee
26 June 2026
Directors' Remuneration Report
Introduction
An ordinary resolution for the approval of the Directors' Remuneration Report will be put to the shareholders at the forthcoming AGM.
Remuneration Policy
All Directors are non-executive and a Remuneration Committee has not been established. The Board as a whole considers matters relating to the Directors' remuneration. No advice or services were provided by any external person in respect of its consideration of the Directors' remuneration.
The Company's policy is that the fees payable to the Directors should reflect the time spent by the Directors on the Company's affairs and the responsibilities borne by the Directors and be sufficient to attract, retain and motivate directors of a quality required to run the Company successfully. The Chairman of the Board is paid a higher fee in recognition of his additional responsibilities. The policy is to review fee rates periodically, although such a review will not necessarily result in any changes to the rates, and account is taken of fees paid to directors of comparable companies. The Directors of the Company are remunerated for their services at such a rate as the Directors determine provided that the aggregate amount of such fees does not exceed £120,000 per annum.
There are no long-term incentive schemes provided by the Company and no performance fees are paid to Directors.
None of the Directors has a service contract with the Company but each of the Directors is appointed by a letter of appointment which sets out the main terms of their appointment. Directors hold office until they retire by rotation or cease to be a director in accordance with the Articles of Incorporation, by operation of law or until they resign.
Remuneration
Directors are remunerated in the form of fees, payable quarterly in arrears, to the Director personally. No Directors have been paid additional remuneration outside their normal Directors' fees and expenses.
The current annual Directors' fees comprise £20,000 per annum payable to the Chairman and £15,000 per annum payable to each of the other Directors.
Upon appointment of Worsley Associates LLP as Investment Advisor on 31 May 2019, Mr Nixon waived any future Directors' fee for as long as he is a member of the Investment Advisor.
For the year ended 31 March 2026 and the year ended 31 March 2025 Directors' fees incurred were as follows:
For the year ended
31 March 2026
For the year ended
31 March 2025
£
£
W. Scott (Chairman)
20,000
20,000
B.A. Nixon
-
-
R. H. Burke
15,000
15,000
35,000
35,000
In addition to the Directors named above, the directors of the subsidiaries of the Group received emoluments amounting to £11,131 (31 March 2025: £10,830). Total fees paid to Directors and directors of the subsidiaries were £46,131 (31 March 2025: £45,830).
Signed on behalf of the Board by:
W. Scott
Director
26 June 2026
Independent Auditor's Report of BDO Limited to the Members of Worsley Investors Limited
Opinion on the financial statements
In our opinion, the financial statements of Worsley Investors Limited ("the Parent Company") and its subsidiaries ("the Group"):
· give a true and fair view of the state of the Group's affairs as at 31 March 2026 and of its profit for the year then ended;
· have been properly prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board; and
· have been properly prepared in accordance with the requirements of the Companies (Guernsey) Law, 2008.
We have audited the consolidated financial statements of the Group for the year ended 31 March 2026 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Changes in Equity, Consolidated Statement of Financial Position, Consolidated Statement of Cash Flows and notes to the financial statements, including the material accounting policy information.
The financial reporting framework that has been applied in their preparation is applicable law and IFRS as issued by the International Accounting Standards Board.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs
(UK)") and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our audit opinion is consistent with the additional report to the audit committee.
Independence
We remain independent of the Group and the Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the Directors' assessment of the Group and the Parent Company's ability to continue to adopt the going concern basis of accounting included the following procedures:
· Obtaining the paper prepared by those charged with governance and management in respect of going concern and discussing this with both the Directors and management.
· Consideration and challenge of the going concern paper and assessing it for reasonableness, based on our knowledge of the Group gained throughout the audit.
· Consideration of the cash available, the liquidity of the equity portfolio held, and the expected profit generated by the property holding subsidiary, together with the expected annual running costs of the Group and determining whether these assumptions were reasonable, based on our knowledge of the Group.
· Performing our own sensitivity analysis of the headroom of the investment portfolio over the annual running expenses.
· Reviewing the minutes of meetings of those charged with governance, the Group's RNS announcements and the compliance reports for any indicators of concern with respect to going concern.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
In relation to the Parent Company's reporting on how it has applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the Directors' statement in the financial statements about whether the Directors considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
Overview
Key audit matters
Ø Valuation of investment property (2026 and 2025)
Ø Valuation and ownership of listed investments (2026 and 2025)
Ø Rental income recognition (2026 and 2025)
Materiality
Group financial statements as a whole
£282,000 (2025: £210,000) based on 1.75% (2025: 1.75%) of audited total assets as at 31 March 2026.
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its environment, including the Group's system of internal control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of management override of internal controls, including assessing whether there was evidence of bias by the Directors that may have represented a risk of material misstatement.
We carried out a full scope audit of the Group, which was tailored to take into account the nature of the Group's investments, the accounting and reporting environment and the industry in which the Group operates.
In designing our overall audit approach, we determined materiality and assessed the risk of material misstatement in the financial statements.
This assessment took into account the likelihood, nature, and potential magnitude of any misstatement. As part of this risk assessment, we considered the Group's interaction with the Investment Advisor and the Administrator. We obtained an understanding of the control environments in place at the Investment Advisor and the Administrator to the extent that they were relevant to our audit. Following this assessment, we applied professional judgement to determine the extent of testing required over each balance in the financial statements.
We concluded that the most effective audit approach for the Group was to audit the financial statements as if the Group was one entity. There are no component auditors, BDO Limited audits the entire Group.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter
How the scope of our audit addressed the key audit matter
Valuation of investment
Property
Refer to accounting policies 2(d) and 2(j) and the disclosure in note 7
The Group holds a single investment property which is fair valued.
The fair value has been determined by the Directors based on an independent Royal Institute of Chartered Surveyors "RICS" valuation performed by independent valuers.
Such property valuations are a highly subjective area as they require the valuer to make judgements on property yields, turnover rent, the quality of the tenant and other variables in order to arrive at the current fair value of the property.
Such subjectivity and judgements are increased given the wider economic impacts of geopolitical instability and tariffs.
Any input inaccuracies or unreasonable bases used in the valuation judgements (such as with respect to the turnover rent or yield profile applied) could result in a material misstatement in the financial statements
For the independent property valuation, we evaluated the competence and independence of the external valuer, which included consideration of their qualifications and expertise.
We read the terms of their engagement with the Group to determine whether there were any matters that might have affected their objectivity or may have imposed scope limitations upon their work.
We also read the valuation report for the property to understand the process undertaken by the valuer and confirmed that the valuation was prepared in accordance with professional valuation standards and IFRS.
We considered the reasonableness of the inputs used by the valuer in the valuation, such as the rental terms, turnover rent, yields and other assumptions that impact the value.
This included discussions with and challenge of the valuer around key estimates and significant judgements made and overall consideration of the resulting valuation.
In addition, we agreed a sample of the significant inputs into the valuation, such as the rental details, to supporting documentation.
Key observation:
Based on the procedures performed, we did not identify any indications to suggest that the judgements made with respect to the property valuation are unreasonable.
Valuation and ownership of listed investments
Refer to accounting policies 2(l) and the disclosure in note 8
The investment portfolio as at 31 March 2026 comprises listed investments whose price is readily available.
The investments represent a material proportion of the net asset value as disclosed in the Consolidated Statement of Financial Position. Therefore, we consider this to be a key audit matter.
For all investments, we agreed the ownership of the investment portfolio holdings to the respective independently obtained Custodian confirmation.
We tested the valuation of all listed investments held by agreeing the prices used in the valuation to independent third-party sources, such as Refinitiv, and then recalculating the valuation based on the number of shares held.
Key observation:
Based on the procedures performed, we did not identify any matters to indicate that the valuation and ownership of the listed investments are inappropriate.
Rental income recognition
Refer to accounting policies 2(g) and the disclosure in note 4
Rental income is the main revenue source of the Group alongside dividend income and so is a key balance in the financial statements.
Given the new lease during the period, there was extra consideration required in assessing the impact of the new lease on the rental income for the period.
For this reason, rental income recognition was considered a key audit matter.
Rental income for the new lease was recalculated in full with reference to the new lease agreement and considering the lease commencement date, turnover rent terms, guaranteed minimum rent and incentives given to the tenant.
The treatment of the rent, including the turnover rent element, was considered to ensure it was in line with the requirements of IFRS 16.
Key observation:
Based on the procedures performed, we did not identify any matters to indicate that the recognition of rental income is inappropriate.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows:
Group financial statements
2026
£m
2025
£m
Materiality
£282,000
£210,000
Basis for determining materiality
1.75% of audited total assets as at 31 March 2026
Rationale for the benchmark applied
Due to the Parent Company being an investment fund with the objective of long-term capital growth, with investment values being a key focus for users of the financial statements.
Performance materiality
£211,500
£157,500
Basis for determining performance materiality
75% (2025: 75%) of materiality
This was determined using our professional judgements and took into account the complexity of the Group and our knowledge of the audit engagement, together with a history of minimal errors and adjustments.
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £8,320 (2025: £6,240). We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.
Other information
The directors are responsible for the other information. The other information comprises the information included in the Annual Report and Consolidated Financial Statements, other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Corporate governance statement
The Listing Rules require us to review the Directors' Statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the parent company's compliance with the provisions of the UK Corporate Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit.
Going concern and longer-term viability
· The Directors' statement with regards the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified set out above; and
· The Directors' explanation as to its assessment of the entity's prospects, the period this assessment covers and why they period is appropriate set out above.
Other Code provisions
· Directors' statement on fair, balanced and understandable set out above;
· Board's confirmation that it has carried out a robust assessment of the emerging and principal risks set out above;
· The section of the annual report that describes the review of effectiveness of risk management and internal control systems set above; and
· The section describing the work of the audit committee set out above.
Other Companies (Guernsey) Law, 2008 reporting
We have nothing to report in respect of the following matters where the Companies (Guernsey) Law, 2008 requires us to report to you if, in our opinion:
· proper accounting records have not been kept by the Parent Company; or
· the financial statements are not in agreement with the accounting records; or
· we have failed to obtain all the information and explanations which, to the best of our knowledge and belief, are necessary for the purposes of our audit.
Responsibilities of Directors
As explained more fully in the Directors' Responsibilities Statement within the Report of the Directors, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group and Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
· Our understanding of the Group and the industry in which it operates;
· Discussion with management, administrator and those charged with governance; and
· Obtaining an understanding of the Group's policies and procedures regarding compliance with laws and regulations.
We considered the significant laws and regulations to be those that relate to the reporting framework such as IFRS as issued by the International Accounting Standards Board and the Companies (Guernsey) Law, 2008.
The Group is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigation. We identified such laws and regulations to be the Protection of Investors (Bailiwick of Guernsey) Law, 2020, the Authorised Closed-Ended Investment Schemes Rules and Guidance 2021, the London Stock Exchange Listing Rules and those related to the Group's investment property activities in the jurisdictions in which it operates.
Our procedures in respect of the above included:
· Review of minutes of meetings of those charged with governance, compliance reports and RNS announcements for any instances of non-compliance with laws and regulations;
· Review of correspondence with tax authorities for any instances of non-compliance with laws or regulations;
· Discussion with and enquiry of management and those charged with governance concerning known or suspected instances of non-compliance with laws or regulations;
· Review of financial statement disclosures and agreeing to supporting documentation; and
· Review of legal expenditure accounts to understand the nature of expenditure incurred.
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:
· Enquiry with management and those charged with governance regarding any known or suspected instances of fraud;
· Obtaining an understanding of the Group's policies and procedures relating to:
o Detecting and responding to the risks of fraud; and
o Internal controls established to mitigate risks related to fraud.
· Review of minutes of meetings of those charged with governance for any known or suspected instances of fraud;
· Discussion amongst the engagement team as to how and where fraud might occur in the financial statements; and
· Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud.
Based on our risk assessment, we considered the areas most susceptible to fraud to be management override of controls, rental income recognition and the valuation of investment properties.
Our procedures in respect of the above included:
· Testing all material balances substantively;
· Recalculating the rental income in full based on the agreements, comparing the recalculated amounts with that of management and challenging management on any resulting differences; and
· Challenging the valuation method and assumptions used by management and those charged with governance in connection with the significant accounting estimates, in particular in relation to the investment property valuation and the inputs and judgements adopted therein.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
The engagement director on the audit resulting in this independent auditor's opinion is Simon Hodgson.
Use of our report
This report is made solely to the Parent Company's members, as a body, in accordance with Section 262 of the Companies (Guernsey) Law, 2008. Our audit work has been undertaken so that we might state to the Parent Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Parent Company and the Parent Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
For and on behalf of BDO Limited
Chartered Accountants and Recognised Auditor
Second Floor
Plaza House
Admiral Park
St Peter Port
Guernsey
Consolidated Statement of Comprehensive Income
For the year ended 31 March 2026
For the
year ended
For the
year ended
31 March 2026
31 March 2025
Notes
£000s
£000s
Rental income
4
397
699
Rental receivable write-off
4
-
(44)
Property operating expenses - ordinary
4
(144)
(162)
Property operating expenses - other
4
(196)
-
Net property income
57
493
Net gain on investments at fair value through profit or loss
8
2,254
1,240
Unrealised valuation gain/(loss) on investment property
7
2,518
(3,197)
Lease incentive write-off
4,7
-
(568)
General and administrative expenses
5
(690)
(689)
Profit/(loss) before tax
4,139
(2,721)
Income tax expense
11
(3)
(89)
Profit/(loss) for the year
4,136
(2,810)
Other comprehensive income/(loss)
Foreign exchange translation gain/(loss)
110
(170)
Total items that are or may be reclassified to profit or loss
110
(170)
Total comprehensive income/(loss) for the year
4,246
(2,980)
Basic and diluted earnings/(loss) per ordinary share (pence)
6
12.26
(8.33)
The accompanying notes form an integral part of these Financial Statements.
Consolidated Statement of Changes in Equity
For the year ended 31 March 2026
Revenue reserve
Capital reserve
Foreign currency reserve
Total equity
£000s
£000s
£000s
£000s
Balance at 1 April 2024
(44,416)
47,263
11,814
14,661
Loss for the year
(2,810)
-
-
(2,810)
Other comprehensive loss
-
-
(170)
(170)
Balance at 31 March 2025
(47,226)
47,263
11,644
11,681
Balance at 1 April 2025
(47,226)
47,263
11,644
11,681
Profit for the year
4,136
-
-
4,136
Other comprehensive income
-
-
110
110
Balance at 31 March 2026
(43,090)
47,263
11,754
15,927
The accompanying notes form an integral part of these Financial Statements.
Consolidated Statement of Financial Position
As at 31 March 2026
31 March 2026
31 March 2025
Notes
£000s
£000s
Non-current assets
Investment property
7
4,963
2,345
Straight-lined lease asset
4
163
-
Current assets
Cash and cash equivalents
1,527
594
Investments held at fair value through profit or loss
8
9,438
8,885
Trade and other receivables
9
40
83
Tax receivable
27
20
Total assets
16,158
11,927
Current liabilities
Trade and other payables
10
229
246
Tax payable
2
-
Total liabilities
231
246
Total net assets
15,927
11,681
Equity
Revenue reserve
15
(43,090)
(47,226)
Capital reserve
15
47,263
47,263
Foreign currency reserve
15
11,754
11,644
Total equity
15,927
11,681
Number of ordinary shares
12
33,740,929
33,740,929
Net asset value per ordinary share (pence)
13
47.20
34.62
The Consolidated Financial Statements were approved by the Board of Directors and authorised for issue on 26 June 2026. They were signed on its behalf by:
W. Scott
Director
The accompanying notes form an integral part of these Financial Statements.
Consolidated Statement of Cash Flows
For the year ended 31 March 2026
For the
year ended
For the
year ended
31 March 2026
31 March 2025
Notes
£000s
£000s
Operating activities
Profit/(loss) before tax
4,139
(2,721)
Adjustments for:
Unrealised valuation (gain)/loss on investment property
7
(2,518)
3,242
Lease incentive write-off
7
-
568
Net gains on investments held at fair value through profit or loss
8
(2,254)
(1,240)
Dividend income received
8
806
804
(Decrease)/increase in trade and other receivables
(7)
8
Increase in straight-lined lease asset
(163)
-
Decrease in trade and other payables
(17)
(22)
Purchase of investments held at fair value through profit or loss1
8
(1,740)
(1,207)
Proceeds on sale of investments held at fair value through profit or loss1
8
2,685
708
Net cash from operations
931
140
Tax paid
(7)
(168)
Net cash inflow/(outflow) from operating activities
924
(28)
Effects of exchange rate fluctuations
9
(35)
Increase/(decrease) in cash and cash equivalents
933
(63)
Cash and cash equivalents at start of the year
594
657
Cash and cash equivalents at the year end
1,527
594
1During the year, the Company entered into non-cash investment transactions in the form of an exchange of shares in WH Ireland Group plc for shares in Team plc as part of a scheme of arrangement. These transactions were affected through the exchange of shares, rather than through cash settlement. As no cash inflows or outflows arose, these transactions have been excluded from the statement of cash flows in accordance with IAS 7.
The accompanying notes form an integral part of these Financial Statements.
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026
1. Operations
Worsley Investors Limited (the "Company") is a limited liability, closed-ended investment company incorporated in Guernsey. The Company historically invested in commercial property in Europe held through subsidiaries. The Company's current investment objective is to provide Shareholders with an attractive level of absolute long-term return, principally through the capital appreciation and exit of undervalued securities. The existing real estate asset of the Company will be realised in an orderly manner, that is with a view to optimising the disposal value of such asset.
The Consolidated Financial Statements (the "Financial Statements") of the Company for the year ended 31 March 2026 comprise the Financial Statements of the Company and its subsidiaries (together referred to as the "Group").
Please refer to the Investment Policy below. The Company's registered office is also detailed below.
2. Material accounting policies
(a) Basis of preparation
The Financial Statements, which show a true and fair view, have been prepared in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and comply with the Companies (Guernsey) Law, 2008. The Financial Statements have been prepared on a going concern basis, and the accounting policies, presentation and methods of computation are consistent with this basis, as disclosed in the going concern paragraph below.
The Directors believe that the Financial Statements contain all the information required to enable shareholders and potential investors to make an informed appraisal of the investment activities and profits and losses of the Group for the period to which they relate and do not omit any matter or development of significance.
(b) Going concern
These Financial Statements have been prepared on a going concern basis. The Directors, at the time of approving the Financial Statements, have a reasonable expectation that the Group has adequate resources to continue in operational existence for a period of at least twelve months from the date of approval of these Financial Statements. The Group maintains a significant cash balance and an extensive portfolio of securities, and the dividend income on this, allied to the property lease generates sufficient cash flows to pay on-going expenses and other obligations. The Directors have considered the cash position and performance of the current capital invested by the Group, the potential impact on markets and supply chains of geopolitical risks, as well as continuing macro-economic factors and inflation and concluded that it is appropriate to adopt the going concern basis in the preparation of these Financial Statements.
Going concern is assessed over the period of at least 12 months from the approval of these Financial Statements. Owing to the fact that the Group currently has no borrowing, has a significant cash holding and that the Company's equity investments predominantly comprise readily realisable securities, the Board considers there to be no material uncertainty.
(c) Adoption of new standards and its consequential amendments
New Accounting Standards interpretations and amendments adopted in the reporting period
There were no new accounting standards, interpretations and amendments adopted in the reporting period that had a material impact on the Financial Statements of the Group.
New and amended accounting standards applicable to future reporting periods
The following relevant standards, which have not been applied in these Financial Statements, were in issue at the reporting date but not yet effective:
· IFRS 7 (amended), "Financial Instruments: Disclosures" (effective for accounting periods commencing on or after 1 January 2026); and
· IFRS 9 (amended), "Financial Instruments" (effective for accounting periods commencing on or after 1 January 2026); and
· IFRS 18, "Presentation and Disclosures in Financial Statements" (effective for accounting periods commencing on or after 1 January 2027).
The amendments to IFRS 7 and IFRS 9 were published in May 2024 and relate to the classification and measurement of financial instruments.
Except for IFRS 18, the Directors do not anticipate that the adoption of these new and amended standards in future periods will have a material impact on the financial statements of the Group.
IFRS 18 "Presentation and Disclosure in Financial Statements"
IFRS 18 was issued in April 2024 and replaces IAS 1 "Presentation of Financial Statements". The new standard introduces revised presentation requirements for the primary financial statements, including new categories and required subtotals in the statement of profit or loss, enhanced aggregation and disaggregation principles, and new disclosure requirements for management‑defined performance measures. The Group will apply IFRS 18 for annual reporting periods beginning on or after 1 January 2027. The Group does not plan to adopt the standard early. IFRS 18 is expected to result in changes to the presentation and disclosure of primary statements and related notes.
(c) Significant estimates and judgements
The preparation of the Group's Financial Statements requires management to make judgements, estimates and assumptions which affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes which require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
(i) Judgements:
In the process of applying the Group's accounting policies, management made no judgements which had an effect on the amounts recognised in the Financial Statements.
(ii) Estimates and assumptions:
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, which have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Group based its assumptions and estimates on parameters available when the Financial Statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising which are beyond the control of the Group.
Revaluation of investment property
The Group carries its investment property at fair value, with changes in fair value being recognised in the Consolidated Statement of Comprehensive Income. The investment property is valued quarterly by an external independent valuer as at the end of each calendar quarter. Their valuations are reviewed quarterly by the Board.
Up until the year ended 31 March 2025, quarterly valuations of the investment property were carried out by Knight Frank LLP. From 30 June 2025, quarterly valuations have been provided by CBRE Valuation S.p.A. ("CBRE"). Both are external independent valuers to the Group and have provided the valuations in accordance with the Royal Institution of Chartered Surveyors' ("RICS") Appraisal and Valuation Standards. The property's market value has been assessed in accordance with the definition of the RICS Valuation which is defined as the price which would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The valuation is based on the highest and best use of the investment property. The key assumptions used to determine the market value of the investment property are explained further in note 7.
(e) Foreign currency translation
Functional currency
The Company's functional currency is pounds sterling and the subsidiaries' functional currency is Euro. The Board of Directors considers that the Group's functional currency is pounds sterling, as the capital raised, return on capital and any distributions paid by the Parent Company are in pounds sterling. The Euro most faithfully represents the economic effect of the underlying transactions, events and conditions of the subsidiaries. The Euro is the currency in which the subsidiaries measure their performance and report their results.
Foreign currency transactions
Transactions in foreign currencies are translated to presentation currency at the spot foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Consolidated Statement of Financial Position date are translated to presentation currency at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the Consolidated Statement of Comprehensive Income.
Non-monetary assets and liabilities which are measured at historical cost in a foreign currency are translated using the exchange rate at the date of the original transaction. Non-monetary assets and liabilities denominated in foreign currencies which are stated at fair value are translated to presentation currency at foreign exchange rates ruling at the dates the fair value was determined.
Exchange differences on foreign operations
The assets and liabilities of foreign operations, arising on consolidation, are translated to presentation currency at the foreign exchange rates ruling at the Consolidated Statement of Financial Position date. The income and expenses of foreign operations are translated to presentation currency at an average rate where this is considered reasonably to represent the foreign exchange rate for the period. Foreign exchange differences arising on retranslation are recognised in other comprehensive income and as a separate component of equity.
(f) Basis of consolidation
(i) Subsidiaries
The Financial Statements comprise the Financial Statements of the Company and its subsidiaries as at 31 March each year. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date when such control ceases.
(ii) Transactions eliminated on consolidation
All intra-group balances, transactions and unrealised gains and losses resulting from intra-group transactions are eliminated in preparing the Financial Statements.
Worsley Investors Limited, the Company, is the parent of the Group. It was incorporated in Guernsey on 5 April 2005. The Company owned the following subsidiary as at the reporting date:
Subsidiaries
Country of incorporation
Date of incorporation
Ownership interest %
Principal activities
Financial year end
Property Trust Luxembourg 2 S.à r.l.
Luxembourg
24 November 2005
100.00%
Holding Company
31 March
The company shown in the table below was directly owned by Property Trust Luxembourg 2 S.à r.l. as at the reporting date:
Indirect subsidiaries and joint ventures
Country of incorporation
Ownership interest %
Financial year end
Multiplex 1 S.r.l.
Italy
100.00%
31 December
Multiplex 1 S.r.l. has a reporting date of 31 December owing to legacy set up, however, the consolidation incorporates results up to 31 March.
(g) Income recognition
Rental income is income from the investment property leased out under operating leases and is recognised in the Consolidated Statement of Comprehensive Income on a straight-line basis over the term of the lease. Lease incentives are amortised over the whole lease term and derecognised on expiry of the lease term, or termination of the lease
Variable rental income from the investment property leased out under operating leases is recognised in the Consolidated Statement of Comprehensive Income on an accruals basis in accordance with the lease agreement (see note 4 for further details).
Dividend income from equity investments is recognised on the ex-dividend date when the relevant investment is declared ex-dividend and is included gross of withholding tax.
(h) Expenses
Expenses are accounted for on an accruals basis.
(i) Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits carried at amortised cost. Cash equivalents are short-term, highly liquid investments which are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
Purchases and sales of investments are considered to be operating activities of the Company, given its purpose, rather than investing activities. The cash flows arising from these activities are shown in the Consolidated Statement of Cash Flows as operating activities.
(j) Investment property
Investment property is held to earn rental income and capital appreciation and is recognised as such. Investment property is initially recognised at cost, being the fair value of consideration given, including associated transaction costs.
After initial recognition, investment property is measured at fair value using the fair value model with unrealised gains and losses recognised in the Consolidated Statement of Comprehensive Income. Realised gains and losses upon disposal of the property are recognised in the Consolidated Statement of Comprehensive Income. Quarterly valuations are carried out by CBRE Valuation S.p.A. ("CBRE"), external independent valuers to the Group, which has provided the valuations in accordance with the Royal Institution of Chartered Surveyors' ("RICS") Appraisal and Valuation Standards. The property's market value has been assessed in accordance with the definition of the RICS Valuation which is defined as the price which would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The valuation is based on the highest and best use of the investment property.
Lease incentive assets are deducted from the independent valuation to arrive at fair value for accounting purposes (refer to note 7 for further details).
Subsequent expenditure is charged to the asset's carrying amount only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance costs are charged to the Consolidated Statement of Comprehensive Income during the financial period in which they are incurred.
Investment property is derecognised when it has been disposed of. Where the Group disposes of a property at fair value in an arm's length transaction, the carrying value immediately prior to the sale is adjusted to the transaction price, and the adjustment is recorded in the income statement within gain/(loss) on disposals of subsidiaries and investment property.
(k) Operating leases (lessor)
The determination of whether or not an arrangement is, or contains, a lease is based on the substance of the arrangement at the inception date. The arrangement is assessed to establish if fulfilment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.
Leases in which the Group does not transfer substantially all the risks and benefits of ownership of an asset are classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same basis as rental income. Contingent rents are recognised as revenue in the period in which they are earned. Where an operating lease is modified it is accounted for as a new lease with any prepaid or accrued lease payments relating to the original lease being treated as part of the lease payments for the new lease.
(l) Financial instruments
Financial assets and financial liabilities are recognised in the Consolidated Statement of Financial Position when the Group becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are only offset and the net amount reported in the Consolidated Statement of Financial Position and Consolidated Statement of Comprehensive Income when there is a currently enforceable legal right to offset the recognised amounts and the Group intends to settle on a net basis or realise the asset and liability simultaneously.
On initial recognition, the Group classifies financial assets as measured at amortised cost or at fair value through profit or loss ("FVTPL").
A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:
· it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
· its contractual terms give rise on specified dates to cash flows which are solely payments of principal and interest.
In making an assessment of the objective of the business model in which a financial asset is held, the Group considers all of the relevant information about how the business is managed.
The Group has determined that it has two business models:
· Held-to-collect business model: this includes cash and cash equivalents and other receivables. These financial assets are held to collect contractual cash flows.
· Other business model: this includes investments in listed equities and investment funds. These financial assets are managed, and their performance is evaluated, on a fair value basis, with sales taking place routinely.
Investments at fair value through profit or loss ("investments")
Recognition
Investments are recognised in the Company's Statement of Financial Position when the Company becomes a party to the contractual provisions of the instrument.
Purchases and sales of investments are recognised on the trade date (the date on which the Company commits to purchase or sell the investment). Investments purchased are initially recorded at fair value, being the consideration given, excluding transaction or other dealing costs associated with the investment.
Measurement
Subsequent to initial recognition, investments are measured at fair value. Gains and losses arising from changes in the fair value of investments and gains and losses on investments that are sold are recognised through profit or loss in the Consolidated Statement of Comprehensive Income within net changes in fair value of financial assets at fair value through profit or loss.
Investments traded in active markets are valued at the latest available bid prices ruling at midnight on the reporting date. The Directors are of the opinion that the bid-market prices are the best estimate of fair value. Investments consist of listed or quoted equities or equity-related securities, options and bonds which are issued by corporate issuers, supra-nationals or government organisations, and investment in funds.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Gains and losses arising from changes in the fair value of financial assets/(liabilities) are shown as net gains or losses on financial assets through profit or loss and recognised in the Consolidated Statement of Comprehensive Income in capital in the period in which they arise.
Realised gains and losses arising on disposal of investments are calculated by reference to the proceeds received on disposal and the average cost attributable to those investments and are recognised in the Consolidated Statement of Comprehensive Income. Unrealised gains and losses on investments are recognised in the Consolidated Statement of Comprehensive Income.
Capital
Financial instruments issued by the Group are treated as equity if the holder has only a residual interest in the assets of the Group after the deduction of all liabilities. The Company's Ordinary Shares are classified as equity instruments.
The Group's capital is represented by the Ordinary Shares, revenue reserve, capital reserve and foreign exchange reserve. Share premium is included in the capital reserve presented in the Consolidated Statement of Changes in Equity. The capital of the Company is managed in accordance with its investment policy in pursuit of its investment objective. It is not subject to externally imposed capital requirements. The Ordinary shares carry rights regarding dividends, voting, winding-up and redemptions, which are detailed in full in the Company's Memorandum and Articles of Incorporation.
(m) Taxation
The Company has obtained exempt company status in Guernsey under the terms of the Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989 and accordingly is subject to an annual fee of £1,600 (2025: £1,600). The Directors intend to conduct the Group's affairs such that it continues to remain eligible for exemption.
The Company's subsidiaries are subject to income tax on any income arising on investment property, after deduction of debt financing costs and other allowable expenses. However, when a subsidiary owns a property located in a country other than its country of residence the taxation of the income is defined in accordance with the double taxation treaty signed between the country where the property is located and the residence country of the subsidiary.
Income tax on the profit or loss for the period comprises current and deferred tax. Current tax is the expected tax payable on the taxable income for the year as determined under local tax law, using tax rates enacted or substantially enacted at the Consolidated Statement of Financial Position date, and any adjustment to tax payable in respect of previous periods.
Details of current tax disclosed in note 11.
(n) Determination and presentation of operating segments
The Company has entered into an Investment Advisory Agreement with the Investment Advisor, under which the Board has appointed the Investment Advisor to oversee on a day-to-day basis the assets of the Company, subject to their review and control and ultimately the overall supervision of the Board. The Board retains full responsibility to ensure that the Investment Advisor adheres to its mandate. Moreover, the Board is fully responsible for the appointment and/or removal of the Investment Advisor. Accordingly, the Board is deemed to be the "Chief Operating Decision Maker" of the Company.
The Board has considered the requirements of IFRS 8, "Operating Segments". The Board is of the view that the Group has two segments of business (see note 18).
3. Material agreements
Investment Advisory Agreements
Worsley Associates LLP
The Investment Advisory Agreement had an initial term of two years, with either Worsley Associates LLP ("Worsley Associates") or the Company being able to terminate the agreement by giving 12 months' notice from 1 June 2020 and thereafter on a rolling 12 months' notice basis. On giving the requisite 12 months' notice there is no compensation on termination (save in respect of any payment made in lieu of notice where Worsley Associates and the Company agree to terminate the Investment Advisory Agreement on less than 12 months' notice). In addition, the Company and Worsley Associates may terminate the Investment Advisory Agreement in certain limited circumstances.
Pursuant to the Investment Advisory Agreement, Worsley Associates is entitled to an annual advisory fee of 1.25 per cent. of the Company's Net Asset Value, to the extent that the Company's Net Asset Value is £40 million or less, but subject to a minimum fee of £150,000 per annum. If the Company's Net Asset Value exceeds £40 million, the Company will pay Worsley Associates a fee equal to 1.25 per cent. of £40 million and 1.00 per cent. of the amount by which the Company's Net Asset Value exceeds £40 million.
In accordance with an addendum to the Investment Advisory Agreement entered into during the prior years, with effect from 1 October 2022 the Company agreed that it would reimburse Worsley Associates for the costs it incurs using the FactSet financial market information system for dealing and research on behalf of the Company for so long as the Investment Advisory fees paid to Worsley Associates are below £200,000 per annum, such re-imbursement tapering to zero at the rate of 50p per £1 of annual Investment Advisory fees above £200,000 per annum.
On 1 September 2025, the Company entered into an addendum to the Investment Advisory Agreement with Worsley Associates, pursuant to which Worsley Associates undertook for an additional fee of £2,000 per month (the "litigation management fees") and in addition to investment advisory services, to provide day-to-day management of the Group's litigation against UCI Italia S.p.A. ("UCI") seeking legal damages in respect of UCI's unlawful cessation of rental payments in respect of its lease of the Curno multiplex cinema complex. The addendum was signed on 1 September 2025 and was effective from 1 April 2025.
During the year ended 31 March 2026, Worsley Associates was due Investment Advisory fees of £207,765, including litigation management fees of £24,000 (31 March 2025: £197,328 of which none was litigation management fees). Fees of £21,565 were outstanding as at 31 March 2026 of which £2,000 was for litigation management fees (31 March 2025: £18,687 and no amounts outstanding in respect of litigation management fees).
Broker Agreement
Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited
On 18 April 2019, Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited (together "Shore Capital") were appointed as the Company's financial adviser and broker. Fees expensed in the year ended 31 March 2026 totalled £25,000 (31 March 2025: £25,000) of which none was outstanding as at 31 March 2026 (31 March 2025: £nil).
Administrator Agreement
The Company's appointed Administrator is Apex Fund and Corporate Services (Guernsey) Limited.
With effect from 28 June 2019, the Administrator has been entitled to an annual fee payable by the Company as follows:
· Where the Net Asset Value ("NAV") is up to £20 million a fixed fee of £70,000 per annum applies. This fee is subject to annual adjustment for inflation; and
· Where the NAV is over £20 million but up to £100 million a further fee equating to 0.025% of NAV per annum will be charged on the excess; and
· Where the NAV is over £100 million, a further fee equating to 0.06% per annum of the NAV in excess of £100 million will be charged.
During the year, the Administrator was due fees of £86,110 (31 March 2025: £84,463) of which £24,951 was outstanding as at 31 March 2026 (31 March 2025: £24,245).
Fees totalling £39,122 were also paid to the administrators of the subsidiaries (31 March 2025: £38,641).
Custodian Agreement
With effect from 5 July 2019, Butterfield Bank (Channel Islands) Limited (formerly Butterfield Bank (Guernsey) Limited) was appointed as Custody Agent to the Company. Butterfield Bank (Guernsey) Limited is entitled to an annual fee payable by the Company at the rate of 0.1% per annum of the gross value of the investments held, subject to a minimum fee of £400 per annum.
During the year, Butterfield Bank (Guernsey) Limited was due custody agency fees of £9,560 (31 March 2025: £9,392). Fees of £2,398 were outstanding as at 31 March 2026 (31 March 2025: £2,318).
During the year, Butterfield Bank (Guernsey) Limited was due transaction fees of £3,550 incurred as a result of investment trading (31 March 2025: £1,150). No transaction fees were outstanding as at 31 March 2026 (31 March 2025: £nil).
4. Rental income
Gross rental income for the year ended 31 March 2026 amounted to £0.40 million (31 March 2025: £0.70 million). The Group leases out its investment property, a cinema complex, under an operating lease which is structured in accordance with local practices in Italy.
UCI Lease
The UCI lease was originally signed in December 2018, but after negotiations necessitated by Covid-19 a lease amendment was signed on 11 September 2020, the earliest termination date remaining 30 June 2035.
On 17 January 2025, the Company announced that UCI had informed the Group that it would vacate the property on 30 January 2025. After UCI failed to pay any rental for the period subsequent to 10 January, as of the close of business on 25 February, pursuant to Italian law, the lease agreement automatically terminated for default. For the purposes of IFRS 16 "Leases", the accounting date for the termination of the lease has been determined as 30 January 2025, as this is the date until which UCI had access to the right of use of the cinema.
Notorious lease
Subsequent to the termination of the lease with the previous tenant, UCI, on 30 January 2025, the Company entered into a new lease agreement with Notorious Cinema S.r.l. ("Notorious"), an Italian company, for it to operate the cinema complex. Notorious is a wholly owned subsidiary of Notorious Pictures S.p.A., an Italian company, whose shares are listed on the Euronext Growth Milan market, and which through its group of companies is an international movie producer and distributor and one of Italy's leading cinema operators. Notorious pledged to invest approximately €2 million (plus VAT) in a substantial refurbishment and upgrade of the property. The lease was signed on 31 March 2025, however, the effective date of the lease agreement was 3 April 2025.
The Notorious lease terms are summarised as follows:
- Term
The Lease will have an initial termination date of 31 August 2035. Notorious has a unilateral right to renew the Lease for a further eight years under the same terms and conditions.
In addition, Notorious has the right to withdraw from the lease on 31 August 2031. In the event of the lease renewing on 1 September 2035, each party has the unilateral right to withdraw as of 31 August 2039.
- Rent
From the outset Notorious will pay Multiplex turnover rent, subject to the following minima: From 1 September 2025 until 31 August 2026 - €500,000, from 1 September 2026 until 31 August 2027 - €525,000, from 1 September 2027 until 31 August 2028 - €550,000.
On 1 September 2028 and annually thereafter the minimum rental will increase by 75% of the variation over the previous twelve months in the Italian ISTAT consumer price index.
In recognition of Notorious's expenditure on the refurbishment of the cinema, from 1 September 2025 until 31 August 2030, the annual rental payable, noted above, will be reduced each year by €108,000.
Minimum Lease Payments (based on actual cash flows)
31 March 2026
31 March 2025
€000s
£000s
€000s
£000s
Less than 1 year
407
355
229
193
1-2 years
431
376
407
343
2-3 years
442
386
431
364
3-4 years
442
386
442
372
4-5 years
505
441
442
372
After 5 years
229
200
734
618
The minimum lease payment as at 31 March 2026 reflects the minimum cash flows under the lease agreement with Notorious (2025: Notorious).
Lease incentive
Year ended
Year ended
31 March 2026
31 March 2025
£000s
£000s
Lease incentive at beginning of year
-
626
Lease incentive movement for the year
164
(45)
Foreign exchange translation
(1)
(13)
Lease incentive write-off
-
(568)
Lease incentive at end of year
163
-
The lease incentive in relation to the rental agreement with UCI was written off as at the lease termination date of 30 January 2025 for accounting purposes. The lease incentive balance at 31 March 2026 is in relation to the Notorious lease.
The amounts recognised in the Consolidated Statement of Comprehensive Income of the Group in relation to the investment property are as follows:
Year ended
31 March 2026
Year ended
31 March 2025
£000s
£000s
Base rental income
196
744
Variable rental income
38
-
Straight lining of rental income
163
(45)
Rental income (net of lease incentives)
397
699
Expense from services to tenants, other property operating and administrative expenses
Year ended
31 March 2026
Year ended
31 March 2025
£000s
£000s
Property expenses arising from investment property - ordinary*
144
162
Property expenses arising from investment property - other*
196
-
Lease incentive write-off
-
568
Rental income receivable write-off
-
44
Total property expenses
340
774
*Ordinary property expenses comprise costs which are recognised in profit or loss and arise from the ongoing operation and management of the investment property, including tenant-related activities.
Other property expenses represent costs which are recognised in profit or loss but are non-recurring in nature and were a direct result of the previous tenant defaulting on its lease obligations.
5. General and administrative expenses
Year ended
31 March 2026
Year ended
31 March 2025
£000s
£000s
Administration fees (note 3)
125
123
General expenses
105
101
Audit fees*
71
54
Legal and professional fees
91
121
Directors' fees and expenses (note 16)
46
46
Insurance fees
19
22
Corporate Broker fees (note 3)
25
25
Investment Advisor fees (note 3 and note 16)
184
197
Litigation management fees (note 3 and note 16)
24
-
Total
690
689
*Audit fees for the year ended 31 March 2026 includes £15,000 in respect of 2025 audit fee overruns paid during the year.
6. Basic and diluted earnings/(loss) per Share
The basic and diluted earnings per share for the Group is based on the net profit for the year of £4.13 million (31 March 2025: net loss of £2.81 million) and the weighted average number of Ordinary Shares in issue during the year of 33,740,929 (31 March 2025: 33,740,929). There are no instruments in issue which could potentially dilute earnings or loss per Ordinary Share.
7. Investment property
Year ended
31 March 2026
Year ended
31 March 2025
£000s
£000s
Value of investment property before lease incentive adjustment
at beginning of the year
2,345
6,287
Fair value adjustment
2,681
(3,810)
Foreign exchange translation
100
(132)
Independent external valuation
5,126
2,345
Adjusted for: Lease incentive (note 4)
(163)
-
Fair value of investment property at the end of the year
4,963
2,345
Fair value adjustment on property
2,681
(3,810)
Lease incentive write-off (note 4)
-
568
Adjustment to fair value for straight-lined lease asset/lease incentive movement1 (note 4)
(163)
45
Total unrealised valuation gain/(loss) on investment property
2,518
(3,197)
The straight-lined lease asset is separately classified as a non-current asset within the Consolidated Statement of Financial Position and, to avoid double counting, is deducted from the property valuation to arrive at fair value for accounting purposes. The property is carried at fair value. The lease incentive granted to the tenant is amortised over the lease term. In accordance with IFRS, the valuation is reduced by the carrying amount of the lease incentive as at the valuation date. Quarterly valuations are carried out at 31 March, 30 June, 30 September and 31 December by external independent valuers (31 March 2026: CBRE Valuation S.p.A., 31 March 2025: Knight Frank LLP).
The resultant fair value of investment property is analysed below by valuation method, according to the levels of the fair value hierarchy. The different levels have been defined as follows:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities;
Level 2: inputs other than quoted prices included within Level 1 which are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e. derived from prices);
Level 3: inputs for the asset or liability which are not based on observable market data (unobservable inputs).
The investment property (Curno) is classified as Level 3.
The significant assumptions made relating to its independent valuation are set out below:
Significant assumptions
31 March 2026
31 March 2025
Gross estimated market rental value per sqm p.a.
€80.00
€75.45
Turnover rent (per annum effective 2029)
€286,504
-
Equivalent yield
9.57%
10.00%
The external valuer has carried out its valuation using the discounted cash flow method. The assessment was made on the basis of a collation and analysis of appropriate comparable investment and rental transactions. The market analysis has been undertaken using market knowledge, enquiries of other agents, searches of property databases, as appropriate and any information provided to them. The external valuer has adhered to the RICS Valuation - Professional Standards.
An increase/decrease in assumed rentals will increase/decrease valuations, while an increase/decrease to yield decreases/increases valuations. The information below sets out the sensitivity of the independent property valuation to changes in Fair Value.
If assumed market rental levels increased by 10% then property value increases by 4.26%, being €250,000 (31 March 2025: if rental value increased by 50% then property value increased by 77.98%, being €2,138,483).
If assumed market rental levels decreased by 10% then property value decreases by 4.26%, being €250,000 (31 March 2025: if rental value decreased by 25% then property value decreased by 38.25%, being €1,070,869).
The sensitivities applied to assumed rental income have been revised in the current year to reflect the reduced estimation uncertainty in the independent valuation. In the prior year, a larger sensitivity (50%) was considered appropriate because of the significant differences between the valuer's and Directors' assumptions. In the current year, the valuation prepared by CBRE does not give rise to such variation and a 10% sensitivity is considered a reasonable and market‑consistent range.
If yield increased by 0.5% then property value decreases by 1.87%, being €110,000 (31 March 2025: if yield increased by 0.5% then property value decreased by 5.76%, being €161,280).
If yield decreased by 0.5% then property value increases by 2.21%, being €130,000 (31 March 2025: if yield decreased by 0.5% then property value increased by 6.41%, being €179,480).
An increase/decrease in assumed turnover rent (being the excess over minimum rent) will increase/decrease valuations. If the annual differences between forecast turnover rent and the contractual minimum, are reduced to 50% of the projected level, the valuation decreases by €730,000 (using a revised discount rate of 9.10%), reflecting the sensitivity of fair value to rental income assumptions.
Property assets are inherently difficult to value due to the individual nature of each property. As a result, valuations are subject to uncertainty. There is no assurance that estimates resulting from the valuation process will reflect the actual sales price even where a sale occurs shortly after the valuation date. Rental income and the market value for properties are generally affected by overall conditions in the local economy, such as growth in Gross Domestic Product ("GDP"), employment trends, inflation and changes in interest rates. Changes in GDP may also impact employment levels, which in turn may impact the demand for premises. Furthermore, movements in interest rates may affect the cost of financing for real estate companies.
Both rental income and property values may be affected by other factors specific to the real estate market, such as competition from other property owners, the perceptions of prospective tenants of the attractiveness, convenience and safety of properties, the inability to collect rents because of the bankruptcy or the insolvency of tenants, the periodic need to renovate, repair and release space and the costs thereof, the costs of maintenance and insurance, and increased operating costs. Factors specific to the real estate market for cinemas include changes in movie consumer viewing habits and variation in the number and quality of movie releases. The Investment Advisor addresses market risk through a credit evaluation of tenants, ongoing monitoring of tenants and through effective management of the property.
8. Investments at fair value through profit or loss
Year ended
Year ended
31 March 2026
31 March 2025
£000s
£000s
Opening book cost
6,443
5,588
Total unrealised gains at beginning of the year
2,442
2,421
Fair value of investments at FVTPL at beginning of the year
8,885
8,009
Purchases
2,578
1,207
Sales
(3,523)
(708)
Realised gains
1,839
356
Unrealised (losses)/gains
(341)
21
Total investments at FVTPL
9,438
8,885
Closing book cost
7,338
6,443
Total unrealised gains at end of the year
2,100
2,442
Total investments at FVTPL
9,438
8,885
Year ended
31 March 2026
Year ended
31 March 2025
£000s
£000s
Realised gains
1,839
356
Unrealised (losses)/gains
(341)
21
Dividend income
756
863
Net gains on investments at FVTPL
2,254
1,240
The fair value of investments at FVTPL are analysed below by valuation method, according to the levels of the fair value hierarchy. The different levels are defined in note 14.
The following table analyses within the fair value hierarchy the Company's financial assets at fair value through profit or loss:
31 March 2026
Level 1
Level 2
Level 3
Total
£000s
£000s
£000s
£000s
Fair value through profit or loss
- Investments
6,665
2,725
48
9,438
Within the Company's financial assets classified as Level 2, securities totalling £1,812,208 are traded on the London Stock Exchange or AIM Market and securities of £913,500 are traded on the Aquis Exchange. The Level 2 securities are valued at the traded price as at the year end and no adjustments were deemed necessary to these prices. However, although these are traded, they are not regularly traded in significant volumes and hence have been classified as level 2.
31 March 2025
Level 1
Level 2
Level 3
Total
£000s
£000s
£000s
£000s
Fair value through profit or loss
- Investments
6,726
2,111
48
8,885
Within the Company's financial assets classified as Level 2, securities totalling £1,483,849 were traded on the London Stock Exchange or AIM Market and securities of £627,000 were traded on the Aquis Exchange. The Level 2 securities were valued at the traded price as at the year end and no adjustments were deemed necessary to these prices. However, although these were traded, they were not regularly traded in significant volumes and hence were classified as level 2.
The valuation and classification of the investments are reviewed on a regular basis. The Board determines whether or not transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input which is significant to the fair value measurement as a whole) at the end of each reporting period.
There were no transfers between levels at the year end.
9. Trade and other receivables
31 March 2026
31 March 2025
£000s
£000s
Prepayments
27
24
Dividends receivable
9
59
Rental income receivable
4
-
Total
40
83
The carrying values of trade and other receivables are considered to be approximately equal to their fair value.
10. Trade and other payables
31 March 2026
31 March 2025
£000s
£000s
Investment Advisor fee (note 3 and note 16)
22
19
Administration fees (note 3)
25
24
Audit fees
50
49
Director fees payable
2
2
Other
130
152
Total
229
246
Trade and other payables are non-interest bearing and are normally settled on 30-day terms. The carrying values of trade and other payables are considered to be approximately equal to their fair value.
11. Taxation
Year ended
31 March 2026
Year ended
31 March 2025
£000s
£000s
Effect of:
Current tax
Guernsey
-
-
Luxembourg
(3)
(4)
Italy
-
(85)
Total current tax
(3)
(89)
The Company is exempt from Guernsey taxation.
No deferred tax has been recognised during the year (2024: £Nil).
12. Share capital
Year ended
31 March 2026
Year ended
31 March 2025
Number of shares
Number of shares
Shares of no par values issued and fully paid
Balance at the start of the year
33,740,929
33,740,929
Balance at the end of the year
33,740,929
33,740,929
No shares were issued by the Company during the year (31 March 2025: none).
13. Net asset value per ordinary share
The Net Asset Value per Ordinary Share at 31 March 2026 is based on the net assets attributable to the ordinary shareholders of £15.927 million (31 March 2025: £11.681 million) and on 33,740,929 (31 March 2025: 33,740,929) ordinary shares in issue at the Consolidated Statement of Financial Position date.
14. Financial risk management
The Group is exposed to various types of risk which are associated with financial instruments. The Group's financial instruments comprise investments, bank deposits, cash, receivables and payables which arise directly from its operations. The carrying value of financial assets and liabilities approximates the fair value. The main risks arising from the Group's financial instruments are credit risk, liquidity risk, interest risk, concentration risk, foreign currency risk, market risk and market price risk.
Credit risk
Credit risk is the risk that an issuer or counterparty will be unable or unwilling to meet a commitment which it has entered into with the Group. Failure of any relevant counterparty to perform its obligations in respect of these items may lead to a financial loss. The Group is principally exposed to credit risk in respect of cash and cash equivalents and trade and other receivables. The credit risk associated with debtors is limited to trade and other receivables. It is the opinion of the Board of directors that the carrying amounts of these financial assets represent the maximum credit risk exposure as at the reporting date.
The credit risk on cash and cash equivalents is considered limited because the counterparties are banks with acceptable credit-ratings assigned by international credit-ratings agencies.
As at 31 March 2026, the Group held £1,488,870 (31 March 2025: £510,702) with Butterfield Bank (Channel Islands) Limited (formerly Butterfield Bank (Guernsey) Limited), which has a Standard & Poor's rating of BBB+ (31 March 2025: BBB+), and €40,740 (£35,577) (31 March 2025: €97,538 (£81,683)) with Banco di Desio e della Brianza S.p.A with a Fitch rating of BBB- (31 March 2025: BBB-).
Property Trust Luxembourg 2 S.à r.l., held £2,554 (31 March 2025: £1,662) in a current account with Alpha Group International (formerly Alpha FX Group plc) ("Alpha Group"), an Electronic Money Institution authorised and regulated by the UK Financial Conduct Authority. Whilst Alpha Group does not have a credit rating, the underlying funds held in the subsidiary's current account are held with Citibank International Limited, Luxembourg Branch, a subsidiary of Citigroup Inc, which has a Standard & Poor's credit rating of BBB+ (31 March 2025: BBB+).
Cash and cash equivalents and trade and other receivables presented in the Consolidated Statement of Financial Position are subject to credit risk with maturities within one year. The Company's maximum credit exposure is limited to the carrying amount of financial assets recognised as at the Consolidated Statement of Financial Position date.
At the reporting date, the carrying amounts of the financial assets, excluding prepayments exposed to credit risk were as follows:
Within
one year
1-3 years
Total
As at 31 March 2026
£000s
£000s
£000s
Cash and cash equivalents
1,527
-
1,527
Trade and other receivables
9
-
9
Total
1,536
-
1,536
Within
one year
1-3 years
Total
As at 31 March 2025
£000s
£000s
£000s
Cash and cash equivalents
594
-
594
Trade and other receivables
59
-
59
Total
653
-
653
Liquidity risk
Liquidity risk is the risk that the Group will encounter in realising assets or otherwise raising funds to meet financial commitments in a reasonable time frame or at a reasonable price.
The Group is invested in two asset types, one investment property (32.18% of Net Assets), which is relatively illiquid, and investments held at fair value through profit or loss, which are relatively liquid. The Group prepares forecasts which enables the Group's operating cash flow requirements to be anticipated and ensures that sufficient liquidity is available to meet foreseeable needs and to allow any surplus cash assets to be invested safely and profitably. The Group also monitors the cash position in all subsidiaries to ensure that any working capital requirements are addressed as early as possible. As at 31 March 2026 and 31 March 2025, the Group had no significant financial liabilities other than short-term payables.
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group's interest-bearing financial assets and liabilities expose it to risks associated with the effects of fluctuations in the prevailing levels of market interest rates on its financial position and cash flows. As at the year end, the Group's overall interest rate risk is monitored on a quarterly basis by the Board. As the vast majority of the Group's investments held at fair value through profit or loss are not interest-bearing and are not directly subject to interest rate risk, the exposure to interest rate risk is not significant.
Concentration risk
As at 31 March 2026, the Group held one investment property representing 32.18% of NAV (31 March 2025: 20.08%). The Company also held various investments. The largest equity investment exposure was to Smith News Plc, representing 29.34% of NAV (31 March 2025: 46.79%).
The Group pursues a policy of diversifying its risk in accordance with its Investment Policy. Save for the Curno Asset until such time as it is realised, the Group intends to adhere to the investment restrictions set out therein.
Foreign currency risk
The Group is invested in assets denominated in a currency other than pounds sterling (that is Euros), the Company's functional and presentation currency, and the Consolidated Statement of Financial Position may be significantly affected by movements in the exchange rate of such currencies against pounds sterling. The following table sets out the total exposure to foreign currency risk and the net exposure to foreign currency of the Group's monetary and non-monetary assets and liabilities based on notional amounts.
Net
Assets
Liabilities
exposure
£000s
£000s
£000s
At 31 March 2026
Euro
5,202
(132)
5,070
At 31 March 2025
Euro
2,673
(241)
2,432
Foreign currency risk sensitivity
The following table demonstrates the sensitivity to potential fluctuations in the Euro exchange rate (ceteris paribus) of the Group's equity.
Increase/decrease
Effect on equity
in exchange
and income
rate
£000s
At 31 March 2026
Euro
+5%
254
Euro
-5%
(254)
At 31 March 2025
Euro
+5%
122
Euro
-5%
(122)
The sensitivity rate of 5% for Euros as at 31 March 2026 (31 March 2025: 5% for Euros) is regarded as reasonable in light of the recent volatility of pounds sterling vs the Euro. Any changes in the foreign exchange rate will directly affect the profit and loss, allocated to the foreign currency reserve of the Consolidated Statement of Changes in Equity.
Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The Group's activities expose it primarily to the market risks of changes in market prices.
Market price risk
Market price risk arises mainly from the uncertainty about future prices of the financial instruments held by the Group. It represents the potential loss the Group may suffer through holding market positions in the face of price movements.
The Group's investment portfolio is exposed to market price fluctuations, which are monitored by the Investment Advisor in pursuance of the investment objectives and policies.
Market price sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to equities risks at the reporting date. The 20% reasonably possible price movement for equity-related securities (31 March 2025: 20%) is based on the Investment Advisor's best judgement. The sensitivity rate for equity-related investments of 20% is regarded as reasonable, as in the Investment Advisor's view there is expected to be considerable volatility in equity markets in the coming year.
A 20% increase in the market prices of equity-related investments as at 31 March 2026 would have increased the net assets attributable to shareholders by £1,887,648 (31 March 2025: £1,776,966) and a 20% change in the opposite direction would have decreased the net assets attributable to shareholders by an equal but opposite amount.
Actual trading results may differ from the above sensitivity analysis and these differences could be material.
Fair value
Financial assets at fair value through profit or loss are carried at fair value. Other assets and liabilities are carried at cost which approximates fair value.
IFRS 13 requires the Group to classify a fair value hierarchy which reflects the significance of the inputs used in making the measurements. IFRS 13 establishes a fair value hierarchy which prioritises the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under IFRS 13 are defined below.
The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement uses observable inputs which require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement.
Assessing the significance of a particular input to the fair value measurement in its entirety requires judgement, considering factors specific to the asset or liability.
The determination of what constitutes 'observable' requires significant judgement by the Directors. The Directors consider observable data to be market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources which are actively involved in the relevant market.
Assets classified in Level 1 consist of listed or quoted equities or equity-related securities, options and bonds which are issued by corporate issuers, supra-nationals or government organisations.
Assets classified in Level 2 are investments such as funds fair-valued using the official NAV of each fund as reported by each fund's independent administrator at the reporting date. Assets invested in quoted equity-type products in a less active market are classified as level 2 (see note 8). Options and foreign exchange forward contracts are fair valued using publicly available data. Foreign exchange forward contracts would be shown as derivative financial assets and liabilities.
Assets classified in Level 3 consist of investments for which no market exists for trading, for example investments in liquidating or illiquid funds, which would be reported using the latest available official NAV less dividends declared to date of each fund as reported by each fund's independent administrator at the last reporting date. Where a market exists for trading in illiquid funds, these are classified in Level 2.
The Group recognises any transfers between levels of fair value hierarchy as of the end of the reporting period during which the transfer has occurred. Refer to note 8 for details on transfers during the year ended 31 March 2026 and the year ended 31 March 2025.
15. Reserves
(a) Revenue reserves
Revenue reserves arise as a result of the profit or loss created by the Group.
(b) Capital reserves
Capital reserves arose from the cancellation of the share premium account pursuant to the special resolution passed at the EGM on 13 April 2005 and approved by the Royal Court of Guernsey on 24 June 2005.
(c) Foreign currency reserves
Foreign currency reserves arise as a result of the translation of the Financial Statements of foreign operations, the functional and presentation currency of which is not pounds sterling.
Under the Companies (Guernsey) Law, 2008, there is no restriction on the type of reserves from which distributions can be made provided the Company is solvent.
16. Related party transactions
The Directors are responsible for the determination of the Company's investment objective and policy and have overall responsibility for the Group's activities including the review of investment activity and performance.
On 1 September 2025, the Company entered into an addendum, to the Investment Advisory Agreement with Worsley Associates LLP ("Worsley"), pursuant to which Worsley undertook for an additional fee of £2,000 per month and in addition to investment advisory services, to provide day-to-day management of the Group's litigation against UCI Italia S.p.A. ("UCI") for legal damages in respect of UCI's unlawful cessation of rental payments in respect of its lease of the Curno multiplex cinema complex. The addendum was signed on 1 September 2025 and was effective from 1 April 2025.
Mr Nixon, a Director of the Company, is also Founding Partner and a Designated Member of Worsley Associates LLP. The total charge to the Consolidated Statement of Comprehensive Income during the year ended 31 March 2026 in respect of Investment Advisor fees to Worsley Associates was £207,765, including litigation management fees of £24,000 (31 March 2025: £197,328 of which none was litigation management fees). Fees of £21,565 were outstanding as at 31 March 2026 of which £2,000 was for litigation management fees (31 March 2025: £18,687).
The fees and expenses payable to the Investment Advisor are further detailed in note 3.
Upon appointment of Worsley Associates as Investment Advisor (31 May 2019), Mr Nixon waived his future Director's fee for so long as he is a member of the Investment Advisor.
As at 31 March 2026, Mr Nixon held 29.99% of the shares in the Company (31 March 2025: 29.99%).
As at 31 March 2026, Mr Scott held 3.41% of the shares in the Company (31 March 2025: 2.96%).
The aggregate remuneration and benefits in kind of the Directors and directors of the Company's subsidiaries in respect of the year ended 31 March 2026 amounted to £46,131 (31 March 2025: £45,830) in respect of the Group of which £35,000 (31 March 2025: £35,000) was in respect of the Company.
17. Commitments and contingent liability
As at 31 March 2026, the Company had no commitments or contingent liabilities (31 March 2025: no commitments or contingent liabilities).
18. Segmental analysis
As at 31 March 2026, the Group has two segments (31 March 2025: two). The following summary describes the operations in each of the Group's reportable segments for the current year:
Property Group
Management of the Group's property asset.
Parent Company
Parent Company, which holds listed equity investments
Information regarding the results of each reportable segment is shown below. Performance is measured based on segment profit/(loss) for the year, as included in the internal management reports that are reviewed by the Board, which is the Chief Operating Decision Maker ("CODM"). Segment profit is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other comparable operators.
The accounting policies of the reportable segments are the same as the Group's accounting policies described in note 2.
(a) Group's reportable segments
Continuing Operations
31 March 2026
Property Group
Parent Company
Total
£000
£000
£000
External revenue
Rental income
397
-
397
Property operating expenses - ordinary
(144)
-
(144)
Property operating expenses - other
(196)
-
(196)
Unrealised gain on investment property
2,518
-
2,518
Net gain on investments at fair value through profit or loss
-
2,254
2,254
Total segment revenue
2,575
2,254
4,829
Expenses
General and administrative expenses
(164)
(526)
(690)
Total operating expenses
(164)
(526)
(690)
Profit before tax
2,411
1,728
4,139
Income tax charge
(3)
-
(3)
Profit after tax
2,408
1,728
4,136
Profit for the year
2,408
1,728
4,136
Total assets
5,202
10,956
16,158
Total liabilities
(132)
(99)
(231)
Continuing Operations
31 March 2025
Property Group
Parent Company
Total
£000
£000
£000
External revenue
Rental income
699
-
699
Property income write-off
(44)
-
(44)
Property operating expenses
(162)
-
(162)
Unrealised loss on investment property
(3,197)
-
(3,197)
Lease incentive write-off
(568)
-
(568)
Net gain on investments at fair value through profit or loss
-
1,240
1,240
Total segment revenue
(3,272)
1,240
(2,032)
Expenses
General and administrative expenses
(223)
(466)
(689)
Total operating expenses
(223)
(466)
(689)
(Loss)/profit before tax
(3,495)
774
(2,721)
Income tax charge
(89)
-
(89)
Deferred tax credit
-
-
-
(Loss)/profit after tax
(3,584)
774
(2,810)
(Loss)/profit for the year
(3,584)
774
(2,810)
Total assets
2,454
9,473
11,927
Total liabilities
(70)
(176)
(246)
(b) Geographical information
The Company is domiciled in Guernsey. The Group has subsidiaries incorporated in Europe.
The Group's revenue from external customers from continuing operations and information about its segment non-current assets by geographical location (of the country of incorporation of the entity earning revenue or holding the asset) are detailed below:
Revenue from External Customers
Non-Current Assets
31 March 2026
31 March 2026
£000
£000
Europe
397
4,963
Revenue from External Customers
Non-Current Assets
31 March 2025
31 March 2025
£000
£000
Europe
699
2,345
19. Subsequent events
There were no post year end events which require disclosure in these Financial Statements.
Portfolio statement (unaudited)
As at 31 March 2026
Currency
Fair value
£'000
% of Group Net Assets
Property
Curno cinema
EUR
5,126
32.18%
Less: straight-lined lease asset
EUR
(163)
(1.02)%
Total
4,963
31.16%
Securities
Smiths News Plc
GBP
4,675
29.34%
Daniel Thwaites PLC
GBP
913
5.74%
Shepherd Neame Limited
GBP
785
4.93%
Team PLC
GBP
610
3.83%
LMS Capital plc
GBP
580
3.64%
Northamber Plc
GBP
450
2.83%
Portmeirion Group PLC
GBP
369
2.32%
Town Centre Securities Plc
GBP
311
1.95%
River Global PLC
GBP
308
1.94%
TT Electronics plc
GBP
180
1.13%
J. Smart & Co (Contractors) PLC
GBP
171
1.07%
Total disclosed securities
9,352
58.72%
Other securities (none greater than 2% of Net Assets)
GBP
86
0.54%
Total securities
9,438
59.26%
Total investments
14,401
90.42%
Investment Objective and Policy
Investment Objective
The Company's investment objective is to provide shareholders with an attractive level of absolute long-term return, principally through the capital appreciation and exit of undervalued securities. The existing real estate asset of the Company will be realised in an orderly manner, that is with a view to optimising the disposal value of such asset.
Investment Policy
The Company aims to meet its objectives through investment primarily, although not exclusively, in a diversified portfolio of securities and related instruments of companies listed or admitted to trading on a stock market in the British Isles (defined as (i) the United Kingdom of Great Britain and Northern Ireland; (ii) the Republic of Ireland; (iii) the Bailiwicks of Guernsey and Jersey; and (iv) the Isle of Man). The majority of such companies will also be domiciled in the British Isles. Most of these companies will have smaller to mid-sized equity market capitalisations (the definition of which may vary from market to market but will in general not exceed £600 million). It is intended to secure influential positions in such British quoted securities with the deployment of activism as required to achieve the desired results.
The Company, Property Trust Luxembourg 2 SARL and Multiplex 1 SRL ("the Group") may make investments in listed and unlisted equity and equity-related securities such as convertible bonds, options and warrants. The Group may also use derivatives, which may be exchange traded or over the counter.
The Group may also invest in cash or other instruments including but not limited to: short, medium or long term bank deposits in pounds sterling and other currencies, certificates of deposit and the full range of money market instruments; fixed and floating rate debt securities issued by any corporate entity, national government, government agency, central bank, supranational entity or mutual society; futures and forward contracts in relation to any other security or instrument in which the Group may invest; put and call options (however, the Group will not write uncovered call options); covered short sales of securities and other contracts which have the effect of giving the Group exposure to a covered short position in a security; and securities on a when-issued basis or a forward commitment basis.
The Group pursues a policy of diversifying its risk. Save for the Curno Asset until such time as it is realised, the Group intends to adhere to the following investment restrictions:
· not more than 30 per cent. of the Gross Asset Value at the time of investment will be invested in the securities of a single issuer (such restriction does not, however, apply to investment of cash held for working capital purposes and, pending investment or distribution, in near cash equivalent instruments, including securities issued or guaranteed by a government, government agency or instrumentality of any EU or OECD Member State or by any supranational authority of which one or more EU or OECD Member States are members);
· the value of the four largest investments at the time of investment will not constitute more than 75 per cent of Gross Asset Value;
· the value of the Group's exposure to securities not listed or admitted to trading on any stock market will not exceed in aggregate 35 per cent. of the Net Asset Value;
· the Group may make further direct investments in real estate but only to the extent such investments will preserve and/or enhance the disposal value of its existing real estate asset. Such investments are not expected to be material in relation to the portfolio as a whole, but in any event will be less than 25 per cent. of the Gross Asset Value at the time of investment. This shall not preclude Property Trust Luxembourg 2 SARL and Multiplex 1 SRL (the "Subsidiaries") from making such investments for operational purposes;
· the Company will not invest directly in physical commodities, but this shall not preclude its Subsidiaries from making such investments for operational purposes;
· investment in the securities, units and/or interests of other collective investment vehicles will be permitted up to 40 per cent. of the Gross Asset Value, including collective investment schemes managed or advised by the Investment Advisor or any company within the Group; and
· the Company must not invest more than 10 per cent. of its Gross Asset Value in other listed investment companies or listed investment trusts, save where such investment companies or investment trusts have stated investment policies to invest no more than 15 per cent. of their gross assets in other listed investment companies or listed investment trusts.
The percentage limits above apply to an investment at the time it is made. Where, owing to appreciation or depreciation, changes in exchange rates or by reason of the receipt of rights, bonuses, benefits in the nature of capital or by reason of any other action affecting every holder of that investment, any limit is breached by more than 10 per cent., the Investment Advisor will, unless otherwise directed by the Board, ensure that corrective action is taken as soon as practicable.
Borrowing and Leverage
The Group may engage in borrowing (including stock borrowing), use of financial derivative instruments or other forms of leverage provided that the aggregate principal amount of all borrowings shall at no point exceed 50 per cent. of Net Asset Value. Where the Group borrows, it may, in order to secure such borrowing, provide collateral or security over its assets, or pledge or charge such assets.
Corporate Information
Directors (All non-executive)
W. Scott (Chairman)
R. H. Burke
B. A. Nixon
Registered Office
1 Royal Plaza
Royal Avenue
St Peter Port
Guernsey, GY1 2HL
Investment Advisor
Worsley Associates LLP
First Floor
Barry House
20 - 22 Worple Road
Wimbledon, SW19 4DH
United Kingdom
Administrator and Secretary
Apex Fund and Corporate Services (Guernsey) Limited
1 Royal Plaza
Royal Avenue
St Peter Port
Guernsey, GY1 2HL
Financial Adviser
Shore Capital and Corporate Limited
Cassini House
57 St James's Street
London, SW1A 1LD
United Kingdom
Corporate Broker
Shore Capital Stockbrokers Limited
Cassini House
57 St James's Street
London SW1A 1LD
United Kingdom
Independent Auditor
BDO Limited
Plaza House
2nd Floor
St Peter Port
Guernsey, GY1 3LL
Registrar
Computershare Investor Services (Guernsey) Limited
1st Floor
Tudor House
Le Bordage
St Peter Port
Guernsey, GY1 1DB
Custodian
Butterfield Bank (Channel Islands) Limited
(formerly Butterfield Bank (Guernsey) Limited)
P.O. Box 25
Martello Court
Admiral Park
St Peter Port
Guernsey, GY1 3AP
Registration Number
43007
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