Annual Financial Report

JPMorgan UK Small Cap Grwth&Inc PLC

16 October 2026

 

LONDON STOCK EXCHANGE ANNOUNCEMENT

JPMORGAN UK SMALL CAP GROWTH & INCOME PLC

FINAL RESULTS FOR THE YEAR ENDED 31ST JULY 2026

Legal Entity Identifier: 549300PXALXKUMU9JM18

Information disclosed in accordance with the DTR 4.1.3

JPMorgan UK Small Cap Growth & Income plc ('JUGI' or the 'Company') announces its full year results for the year ended 31st July 2026.

Highlights

·    NAV total return of +7.2% compared with +9.8% for the Deutsche Numis Smaller Companies plus AIM (excluding Investment Companies) Index (the "Benchmark"). Share price total return of +9.1% for the period.

·    Three-year cumulative NAV total return of +38.4% compared with +27.5% for the Benchmark; three-year share price cumulative total return of +44.5%. 

·    Ten-year cumulative NAV total return of +159.9%; ten-year share price cumulative total return of +211.2%, both significantly outperforming the Benchmark return over the period of +69.0%.

·    The Company remains first quartile versus small cap peers over 3, 5 and 10 years. 

·    The Company repurchased 9,725,250 shares into Treasury at a total cost of £31.6 million at an average discount of 10.1%, enhancing NAV return per share by 0.8%.  

·    Dividend per share of 14.52p paid for the year ended 31st July 2026. For the financial year commencing 1^st August 2026, the Board announced its intention to pay dividends totalling 14.92p per share (3.73p per quarter).

Company Update

The Board was pleased to announce that heads of terms were agreed in respect of a proposed combination with Aberdeen UK Smaller Companies Growth Trust plc ('AUSC'). The proposal will grow the Company's net assets and should further enhance JUGI's position as a leading investment trust company in the UK smaller companies sector. We believe the proposed combination offers meaningful benefits for shareholders of both companies.

Details of the shareholder documentation and the timetable for implementation of the proposals are expected to be provided in due course, with publication anticipated in late October/early November 2026 and completion expected by the end of 2026, subject to shareholder approvals and the other customary conditions being satisfied.

Katrina Hart, Chair of JUGI, commented:

"UK smaller companies remain attractively valued and offer a compelling opportunity set. While near-term uncertainty persists at a market level, the Company's active approach, strong long-term track record, and disciplined capital management leave it well positioned to deliver attractive capital growth and a reliable income stream for shareholders."

Portfolio Managers, Georgina Brittain & Katen Patel, commented:

"We remain geared, as UK mid and small caps remain very cheap relative to their own history, and relative to the FTSE 100...Further evidence of the undervaluation of the smaller end of the UK market is the amount of M&A activity that continues to take place (both corporate buyers and private equity), and the number of companies initiating share buybacks due to their cheap equity. We firmly expect both of these themes to continue. We continue to find compelling opportunities within our large investment universe."

CHAIR'S STATEMENT

Investment Performance

The wider UK equity market performed strongly over the 12 months ended 31st July 2026. Investors' growing concerns about a speculative bubble in US AI-related stocks encouraged the ongoing rotation into other markets, including the UK, offering more attractive valuations and less concentrated drivers of returns. Despite the gains realised over the past three years, UK equity valuations remain low in historical terms and relative to other markets. This has underpinned continued mergers and acquisitions activity across the UK market, with foreign buyers leading the way.

However, gains at an index level were unusually concentrated, driven by a small number of banks, defence and oil constituents. UK smaller cap companies lagged larger cap stocks over the review period, as this sector of the market is more vulnerable to fears of rising interest rates and to domestic economic activity, which remained lacklustre. Hopes of some improvement in economic conditions rose once the UK's November 2025 Budget was out of the way, but a fresh bout of political uncertainty weighed on consumer and investor sentiment over the first half of 2026, as Andy Burnham waged a protracted but eventually successful campaign to replace Sir Keir Starmer as prime minister.

The Company's benchmark, the Deutsche Numis Smaller Companies plus AIM (excluding Investment Companies) Index, rose by 9.8% over the 12 months to 31st July 2026. Your Company generated a total return of +7.2% on net assets (NAV) (with net dividends reinvested) over the same period, while the share price rose by 9.1%. As discussed in the Investment Manager's Report, returns were supported by positive stock selection, with notable contributions from a number of holdings, alongside generally positive performance across the portfolio. The Company's underperformance relative to the benchmark was primarily driven by less favourable sector allocation, most notably by the portfolio's relative underweight position in the strongly performing Basic Materials sector.

As I mentioned in my last report, when assessing the Company's recent performance, it is important for shareholders to recognise that the Portfolio Managers run the portfolio very differently from an index tracker. This is reflected in the portfolio's high active share of 76.7% (being the proportion of the portfolio that diverges from the benchmark). By definition, such an approach will, usually generate returns which diverge from the benchmark. However, we believe this active investment strategy is crucial to generating superior returns over the longer term and our conviction is borne out by the Company's long-term performance, which is strong versus the index and peers. It has outperformed its benchmark on an annualised basis in both NAV and share price terms over the three and ten-year periods to 31st July 2026 - see detailed long-term performance in the full Annual Report. It also consistently ranks in the top quartile across these time periods when viewed against its most directly comparable peer group of investment companies.

The Investment Manager's Report in the full Annual Report provides more detail on recent performance, portfolio positioning and the investment outlook.

Proposed rollover of assets from Aberdeen UK Smaller Companies Growth Trust plc

The Board was pleased to announce on 18th September 2026 that we had agreed heads of terms in respect of a proposed combination with Aberdeen UK Smaller Companies Growth Trust plc ('AUSC'). The proposal will grow the Company's net assets and should further enhance JUGI's position as a leading investment trust in the UK smaller companies sector.

As a Board, we acknowledge that scale increasingly matters in the investment trust sector and we recognise the demand for larger, more liquid vehicles with highly competitive cost structures. We are delighted to have reached agreement with AUSC following a competitive process, and believe the proposed combination offers meaningful benefits for both sets of shareholders. These should include improved secondary market liquidity, a raised profile and marketability for the Company and delivery of additional operating efficiencies, including a reduction in the ongoing charges ratio. Furthermore, a significant contribution from JPMF, together with a reduced management fee conditional on completion, is intended to help ensure these benefits are delivered in a cost-effective way. The enlarged JUGI will maintain exposure to UK smaller companies through the investment trust structure, an approach the Company already uses effectively, including through gearing and its enhanced dividend.

The proposed combination also recognises the long-term performance record of our experienced management team, which we believe remains a compelling proposition for shareholders. This is JUGI's second consolidation in the last three years and it is very much the Board's ambition that JUGI is recognised as the prominent investment trust investing in UK smaller companies. Under the proposals, eligible AUSC shareholders will be able to elect to receive new shares in JUGI and/or elect for cash, subject to an aggregate limit of 35 per cent. of AUSC's share capital, with those who do not make a valid cash election being deemed to have elected to roll over. Details of the shareholder documentation and the timetable for implementation of the proposals will be provided in due course, with publication expected in late October/early November 2026 and completion expected by the end of 2026, subject to shareholder approvals and the other customary conditions being satisfied.

Enhanced Dividend Policy

The Company targets a 4% annual yield based on the unaudited NAV as at the end of the preceding financial year-end, meaning that the dividend moves broadly in line with NAV year on year. The dividend payable is irrespective of the level of income generated by the portfolio during the prevailing financial year and may be funded by a combination of income generated by the underlying portfolio during the financial period and by distributable reserves built up by the Company over time. This approach uses a unique feature of the investment company structure to deliver an attractive and predictable income stream to shareholders. It also gives our Portfolio Managers greater flexibility to focus on total returns.

The Company pays four equal quarterly interim dividends, which are typically paid in October, January, April and July each year. In August 2026, the Company announced that the unaudited cum income net asset value at the close of business on 31st July 2026 (the Company's preceding year-end) was 373.1 pence per share (2025: 362.6 pence per share). In line with the Company's distribution policy, the Directors declared the first quarterly interim dividend of 3.73 pence per share for the year ending 31st July 2027 (3.63 pence per share for the year ending 31st July 2026), which was paid on 1st October 2026. A second interim dividend of 3.73 pence per share will be paid in January 2027 and it is anticipated that two further interim dividend payments, each of 3.73 pence per share, will be made in April and July 2027. This will take the 2027 annual dividend to 14.92 pence per share (2026: 14.52 pence per share), an increase of 2.8% on the previous year's dividend.

During the year ended 31st July 2026, the Company paid dividends totalling £18.3 million, which were funded from a combination of a net revenue return of £12.3 million and other distributable reserves of £6.0 million.

Gearing

The Board continues to believe that gearing is an efficient way to enhance long-term returns for shareholders, albeit at the cost of a small increase in short-term volatility. The Board gives the Portfolio Managers flexibility to adjust the gearing tactically within a range of 10% net cash to 15% geared in normal markets. The level of gearing is regularly discussed with the Portfolio Managers and is adjusted by them to reflect their risk appetite within the parameters set by the Board.

The Company maintained a reasonably constant level of gearing over the past year. Gearing ranged from 8.1% to 12.5%, ending at 10.6%, up from gearing of 8.1% at the end of the previous financial year, as the Portfolio Managers took advantage of attractive valuations. Gearing enabled them to express their optimism about the prospects for this sector of the UK market and served to enhance performance, adding 1.0% to the Company's NAV return over the review period.

Gearing is funded via a £55 million 360-day revolving credit facility, with an option to increase the loan up to £90 million, with Bank of America. As at 31st July 2026, £55 million was borrowed under the facility.

Share Capital Management

The Board closely monitors the relationship between the share price and net asset value. The discount at which the Company's shares traded relative to NAV narrowed over the past year, falling from 9.5% at the end of the 2025 financial year to 8.2% at 31st July 2026. This was narrower than the prevailing average discount of the Company's UK smaller cap peers.

The Board believes it is of significant benefit to shareholders that the Company's shares trade consistently close to their NAV. We continue to strive to achieve this by making the investment proposition as attractive as possible to existing and prospective shareholders in a number of ways, including by paying an attractive dividend and communicating the Company's investment case effectively.

To support the share price and reduce the volatility of the discount, the Company also utilises its share buy-back authority to manage imbalances in supply and demand for the Company's shares, when this is considered to be in the interests of all shareholders. During the 12 months to 31st July 2026, the Company repurchased 9,725,250 ordinary shares into Treasury (equivalent to 7.5% of the shares in issue at the start of the financial year, excluding Treasury shares) at an average discount of 10.1%. By effectively enabling the Company to buy its own portfolio at a discount to its book value, these share buybacks enhanced NAV return per share by 0.8%. The Board remains mindful of the benefits and drawbacks of reducing the number of shares in issue and, in conjunction with its broker and Investment Manager, seeks to strike an appropriate balance. No ordinary shares were issued during the reporting period.

At the end of the reporting period, there were 139,141,277 ordinary shares in issue (including 18,414,991 shares held in Treasury). Between the period end and 13th October 2026, the Company has repurchased a further 320,000 ordinary shares into Treasury (equivalent to 0.3% of the ordinary shares in issue as at 31st July 2026) at an average discount of 8.0%. The discount stood at 8.9% at this date.

The Board believes the buy-back and issuance mechanisms will continue to be helpful in supporting the Company's share price and therefore recommends that powers to repurchase up to 14.99% of the Company's shares (less shares held in Treasury) and to allot new shares or re-sell shares out of Treasury up to approximately 10% as at the date of the AGM, be renewed at the forthcoming AGM.

Board of Directors

As previously announced, Alice Ryder will retire at the Company's 2026 AGM in November, at the end of her nine-year tenure. On behalf of my fellow Directors, I would like to thank Alice for the significant contribution she has made to the effective operation of the Board during her tenure.

Hannah Philp, previously a Director on JPMorgan Mid Cap Investment Trust plc since 2020, and a Director of the Company since 2024, will assume the role of Senior Independent Director of the Company following the conclusion of the forthcoming Annual General Meeting, a role previously held by Alice.

As announced in July 2026, David Docherty was appointed to the Board as a Non-Executive Director with effect from 1st September 2026. David has over 30 years' experience in asset management. He was a portfolio manager at Lloyds Investment Managers, Gartmore, M&G, Cazenove Capital and Schroders. David most recently served as an investment director at Schroders and is an independent Non-Executive Director of Octopus AIM VCT plc. We are delighted to welcome David and look forward to the value his knowledge and perspective will add to our work.

The Board continues to meet the FCA Listing Rules targets on gender diversity and female representation in a senior role. Should the proposed combination with AUSC proceed as planned, the Company might also meet the targets on ethnic diversity.

Annual General Meeting

The Company's thirty-sixth Annual General Meeting (AGM) will be held at 60 Victoria Embankment, London EC4Y 0JP on 23rd November 2026 at 3.00pm. The Board strongly encourages all shareholders, whatever the size of their holding, to exercise their right to vote and hopes that many shareholders will be able to attend in person. As in previous years, shareholders will have the opportunity to hear from the Portfolio Managers and their presentation will be followed by a question-and-answer session. Shareholders wishing to follow the AGM proceedings but choosing not to attend will be able to view them live and ask questions through conferencing software. Details on how to register, together with access details, can be found on the Company's website: www.jpmorganuksmallcapgrowthandincomeplc.com, or by contacting the Company Secretary at [e-mail].

In accordance with normal practice, all voting on the resolutions will be conducted on a poll. However, shareholders viewing the meeting via conferencing software will not be able to vote on the poll and we therefore encourage all shareholders and particularly those who cannot attend physically, to submit their proxy votes in advance of the meeting, so that they are registered and recorded at the AGM. Proxy votes can be lodged in advance of the AGM either by post or electronically: detailed instructions are included in the Notes to the Notice of Annual General Meeting in the Annual Report. In addition, shareholders are encouraged to send any questions ahead of the AGM to the Board via the Company Secretary at the email address above. We will endeavour to answer relevant questions at the meeting or via the website depending on arrangements in place at the time.

If there are any changes to the above AGM arrangements, the Company will update shareholders through the Company's website and, if appropriate, through an announcement on the London Stock Exchange.

Continuation Vote

Pursuant to the Company's Articles of Association, the Board is required to put a triennial continuation vote to shareholders. As the last such vote took place in 2023, a continuation vote will be put to shareholders at the Company's forthcoming AGM. Given the long-term performance returns and the Company´s favourable prospects, your Board believes that the continuation of the Company is in the best interests of all shareholders. The Board therefore strongly recommends that shareholders vote in favour of the Company continuing as an investment trust for a further three-year period.

Shareholder Engagement

The Board agrees a fully costed annual marketing plan with JPMorgan's marketing team and receives regular updates on its delivery and effectiveness. During the year under review, particular focus was placed on enhancing the Board's ability to assess the impact of the Company's marketing strategy and to ensure that activity remains targeted and cost-effective.

This oversight was supported by a broad programme of marketing activity designed to raise awareness of the Company and strengthen engagement with retail investors. Activity included paid advertising across investment and financial publications, including Citywire, alongside digital advertising through targeted media platforms. This was complemented by PR activity, podcast participation, LinkedIn content, market insights and investor events, including JPMorgan Asset Management's webinars for the Company and its in-person investment trust event in September 2026, at which JUGI presented.

JUGI was also recognised by the Association of Investment Companies as an 'ISA millionaire', reflecting the returns an investor could have achieved by investing their full annual ISA allowance in the Company each year over the long term. JUGI also received a Kepler Income rating and an Elite rating from FundCalibre.

Your Board continues to believe that it is vitally important that shareholders have regular information about the Company's progress. If you have not already done so, please consider signing up for our email updates featuring news and views, as well as the latest performance of the portfolio. You can opt in via the following link: www.jpmorganuksmallcapgrowthandincomeplc.com.

Outlook

My fellow Directors and I share the Portfolio Managers' positive view on the potential for an actively managed strategy to generate strong alpha by investing in UK smaller companies. We also remain convinced that the closed-ended structure is the optimal vehicle to achieve this. The long-term investment case for UK smaller companies remains firmly in place. By their nature, such companies tend to innovate and grow faster than larger, mature businesses - characteristics that have ensured that UK smaller companies have outperformed larger UK companies over the past 25 years. The vibrancy and flexibility of this sector should ensure smaller companies continue to deliver superior performance going forward.

Valuations also bode well for UK smaller companies, currently sitting at ever more compelling levels both relative to their own history and compared to UK large caps and other major markets. The ongoing resurgence in international investor flows into the UK, combined with an increase in mergers and acquisitions, is clear evidence that overseas investors are beginning to appreciate the value on offer across UK equity markets. As has been demonstrated by takeover activity within the Company's portfolio over the past couple of years, smaller companies are likely to be a notable beneficiary of this trend, due to their particularly attractive valuations.

Although the arrival of a new UK prime minister has brought some political stability after months of uncertainty, there has been no easing in the geopolitical tensions overhanging global financial markets and the UK's economic outlook remains mixed. On the positive side, consumer confidence is at a two-year high and business sentiment has proved relatively resilient. However, inflation is already edging up due to events in the Middle East and household energy bills are set to climb to a three-year high by the end of the year, developments which will complicate the Bank of England's task in 2027. Any rise in interest rates will adversely impact UK small cap companies.

However, your Portfolio Managers seek out companies capable of navigating their own course regardless of the near-term political and economic environment. The continued positive performance of the majority of the portfolio's holdings, combined with the Company's strong long-term track record, provide ample evidence of the Portfolio Managers' skill at identifying such resilient, innovative and growing companies. The Board commends their ongoing efforts to take full advantage of interesting, attractively valued investment opportunities as they emerge. These efforts are supported by the Manager's extensive research capabilities, which we believe give the Company a significant competitive advantage over less well-resourced peers.

In our view, your Company is therefore well-positioned to maintain its long track record of providing shareholders with strong absolute returns and outperformance, as well as an attractive, predictable income stream. I look forward to reporting on the Company's continued progress.

Thank you for your ongoing support.

Katrina Hart

Chair                                                                                                                                                                          

INVESTMENT MANAGER'S REPORT

Performance and Market Background

Once again, global geopolitical tensions remained in the foreground during our financial year to 31st July 2026. Russia's war against Ukraine continued into its fifth year, the president of Venezuela was ousted, and there was war in the Middle East involving the United States, Israel and Iran. This has caused inflation to rise globally, due in large part to rising energy costs. The one geopolitical positive in a turbulent year was that the third ceasefire in Gaza between Israel and Hamas which was agreed in October 2025 has to date remained in force.

In the UK, we have a new prime minister, Andy Burnham, after the resignation of Sir Keir Starmer in the summer. At the start of our financial year, the UK economy had begun gently but positively to surprise many commentators. Interest rates were reduced twice in the first six months to 3.75%, bringing the total number of rate cuts since August 2024 to six. While inflation remained above the 2% target, there had been strong indications that it would have declined to 2% by spring 2026. These expectations were totally upended by the surprise US/Israeli attack on Iran in February. At that time, it was expected that it would be a brief war - but sadly there is currently no end in sight.

Against this backdrop, the Deutsche Numis Smaller Companies plus AIM (ex-Investment Trusts) Index was up +9.8% for the year. Your Company underperformed during the year following a trickier period in the first half of our year and produced a total return on net asset value of +7.2%. Share price volatility, especially among small and mid-sized companies, driven by macro news flow, commodity price movements, and concerns about the impact of AI on certain business models, made performance challenging, as outlined below. Even so, your Company remains first quartile versus small cap peers over three, five and ten years. The discount narrowed over the year, leading to a share price total return of +9.1%.

Performance attribution

	12 months to 31st July 2026		12 months to 31st July 2025		12 months to 31st July 2024
	%	%	%	%	%	%
Contributions to total returns
Benchmark return		9.8		2.5		13.2
Stock selection	0.7		-1.0		17.3
Sector allocation	-4.31		-0.6		-2.1
Gearing/net cash	1.0		0.0		0.6
Investment Manager's contribution		-2.6		-1.6		15.8
Portfolio total return		7.2		0.9		29.0
Management fees and other expenses	-0.8		-0.8		-0.6
Repurchase of ordinary shares	0.8		0.5		-
Other effects		0.0		-0.3		-0.6
Return on net assetsA		7.2		0.6		28.4
Impact of change in discount		1.9		-8.2		14.9
Return on share priceA		9.1		-7.6		43.3

Source: Morningstar/J.P. Morgan.

All figures are on a total return basis.

Performance attribution analyses how the Company achieved its recorded performance relative to its benchmark.

A    Alternative Performance Measure ('APM')

¹     The negative sector allocation effect was mainly driven by an underweight in Basic Materials during a period when the sector performed strongly, alongside overweights in Industrials, Consumer Staples and Technology which underperformed at the sector level.

A glossary of terms and APMs is provided on in the full Annual Report.

Portfolio

On the positive side, a number of our largest positions contributed strongly to performance over the year. These included our long term holdings in Lion Finance (previously named Bank of Georgia) and Keller (geotechnical specialist contractor). Other notable strong performers included Applied Nutrition, a nutrition supplements company we bought at IPO almost two years ago, and Serica Energy (North Sea oil & gas company). Mergers & Acquisitions (M&A) remained a very significant feature of the UK equity market. During the year we benefitted from a number of bids. These were the financial company, JTC, and the facilities management company, Mitie, just prior to our year end, and Pinewood Technologies, which received a bid that it subsequently recommended after the end of our financial year. On the negative side, the major detractor was our holding in Cerillion, the provider of software and billing systems to major telecoms companies. The company was severely derated by the market on concerns about the timing of the largest ever contract it had announced. While these fears did not materialise, the company has since warned of delayed and deferred orders from other customers. However, we remain holders. Two other notable detractors from performance were the commodity companies, Greatland Resources and Pan African Resources, both of which rose significantly in the first six months to December and neither of which was held in the portfolio. Both left our index at the end of 2025.

Over the year we made certain changes to the portfolio, in part due to the receipt of cash from our bid stocks. New additions included Saga, the provider of services to the over-50s market, including financial products and cruises; and Funding Circle Holdings, a multi-product finance platform for SMEs, which facilitates access to capital for these companies. Among other new purchases we bought a position in The Beauty Tech Group at its IPO, and in XP Power, which designs and manufactures power converter solutions for critical electronic equipment. In addition, such was the daily volatility of share prices, with sizeable positive or negative moves on a daily basis, that we continued to utilise these price moves to add to holdings where the opportunity arose.

Outlook

As we outlined above, geopolitical tensions are a constant feature of the modern world. The war in the Middle East has caused inflation to rise globally. In the UK, CPI now stands at 2.9%, and the Bank of England expects it to rise above 4% early in 2027. Largely as a result of this, bond yields globally are rising, and the UK is feeling this impact in the rising costs of our debt burden. Interest rates are rising in much of the G7 and look to rise in the US. While it is our view that interest rates in the UK are too high, and that the Monetary Policy Committee should continue to look through the temporary rise in inflation caused by the war in Iran, we await the outcome of their deliberations.

Our new prime minister has committed to the Labour manifesto promise of no increases in the three main taxes and also committed to remain within the fiscal rules. That said, we know little of Andy Burnham's plans for the country (other than a stated desire for economic growth), and await the first Budget of the new Chancellor of the Exchequer, John Healey, in October.

What has proved to be a surprise in this turbulent year has been the resilience of the UK economy. Forecasts for GDP growth for the year of c.1% are clearly not strong, but suggest some resilience given the headwinds the country has faced - energy shocks, tax rises, labour cost rises (largely due to regulations), and political uncertainty. Despite all of these factors, the UK August composite PMI data was 52.5, above 50 indicating growth. Consumer confidence, as measured by the GfK, has also risen recently to -14, its highest level in two years, and the appetite for savings looks to have peaked. These metrics are highly important for our consumer-led economy. In addition, perhaps most notable of all, is the increase in productivity growth within the UK over the last 18 months. Output per job has grown by 1.4% year on year - one of the best periods of sustained growth since the global financial crisis of 2008-9.

These factors inform our positive view on our market, and on the companies we own. We are still geared, as UK mid and small caps remain very cheap relative to their own history, and relative to the FTSE 100. Your Company remains cheaper still, both on a P/E basis relative to its benchmark, and on a free cashflow yield basis. Further evidence of the undervaluation of the smaller end of the UK market is the amount of M&A activity that continues to take place (both corporate buyers and private equity), and the number of companies initiating share buybacks to take advantage of their cheap equity. We firmly expect both of these themes to continue. We continue to find compelling opportunities within our large investment universe. We have outlined above just some of the exciting new additions we have made to the portfolio and we believe we own many companies in our portfolio that will deliver strong returns into the future.

Georgina Brittain

Katen Patel

Portfolio Managers                                                                                                                                                     

PRINCIPAL AND EMERGING RISKS

The Board has overall responsibility for reviewing the effectiveness of the system of risk management and internal control which is operated by the Manager and the Company's third party service providers. Through delegation to the Audit Committee, the Company's ongoing risk management process is designed to identify, evaluate and mitigate the significant risks that the Company faces.

In order to monitor and manage risks facing the Company, with the assistance of the Manager, the Audit Committee maintains a risk matrix, which, as part of the risk management and internal controls process, details the principal and emerging risks that have been identified to face the Company at any given time, together with measures put in place to monitor, manage or mitigate against them as far as practicable. The Audit Committee considers the Company's risk matrix at each meeting, and furthermore holds a third meeting each year dedicated to a thorough review of the risk matrix.

The risk matrix sets out the risk, which is then rated by the likelihood of occurrence and possible severity of impact. The Directors, through the Audit Committee, confirm that they have carried out a robust assessment of the principal and emerging risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity.

The principal and emerging risks facing the Company, how they have changed during the year, the mitigating activities in place, and how the Board aims to manage or mitigate these risks are set out below.

An upwards arrow, stable or downwards arrow has been included to show if the risk level has heightened, remained stable or reduced since it was reported in last year's Annual Report and Financial Statements.

Principal risk	Description	Mitigating activities	Movement from prior year
Strategic and Performance Risk	The corporate strategy, including the investment objectives and policies, may not be of sufficient interest to current or prospective Shareholders. Other factors, such as the size of the Company and level of liquidity in its shares, may also deter shareholder interest, resulting in the shares trading at an increased discount to net asset value. Poor investment performance, for example due to poor stock selection, asset allocation or an inappropriate level of gearing, may lead to under-performance against the Company's benchmark index and peer companies, resulting in the Company's shares trading on a wider discount.	The Board regularly reviews its strategy, and assesses, with its brokers, shareholder views. The Board manages these risks by diversification of the portfolio through its investment restrictions and guidelines which are monitored and reported on. The Manager provides the Directors with timely and accurate management information, including performance data and attribution analyses, revenue estimates and liquidity reports. The Board monitors the implementation and results of the investment process with the Portfolio Managers, who attend Board meetings, and reviews data which shows statistical measures of the Company's risk profile. The Board limits the level of gearing that the Investment Manager can employ and evaluates corporate opportunities to gain scale and other benefits. Please refer to the Chair's Statement for details on the proposed combination of the Company with AUSC.	áâ The risk remained unchanged during the year. The Company has been more active in buying back its shares.
Discount/ premium	A disproportionate widening of the discount or narrowing of the premium relative to the Company's peers could result in loss of value for Shareholders, including as a result of lack of investor interest.	In order to manage the volatility of the share price relative to NAV, the Company has Shareholder authority to repurchase and issue shares. The Board regularly discusses buyback policy and has set parameters for the Manager and the Company's broker to follow. The Board receives shareholder feedback from the Company's brokers and Manager and agrees the Company's sales and marketing plan with the Manager to seek to increase demand for the Company's shares. The Board regularly reviews and monitors the Company's objective and investment policy and strategy, the investment portfolio and its performance, the level of discount/premium to net asset value at which the shares trade and movements in the share register.	áâ The risk remains high; however, the Company has outperformed its peers over the medium and long term and the Company's discount remains within the peer group average.
Smaller Company Investment and Market	Investing in smaller companies is inherently more risky and volatile, partly due to a lack of liquidity in the shares, plus AIM stocks are less regulated.	The Board discusses these risk factors at each Board meeting with the Portfolio Managers. The Portfolio Managers manage investment risk in a variety of ways including the limits in relation to individual stocks and sectors relative to the Benchmark, together with other investment restrictions and guidelines, which are agreed with the Board. These are monitored on an ongoing basis.	áâ This risk remains high but unchanged from 2025.
Economic Environment	The outlook for longer term inflation and the interest rate cycle can present a risk to asset pricing and economic performance.	The Manager takes account of the macroeconomic/geopolitical backdrop in taking investment decisions which are based on fundamental, bottom up stock picking and reports to the Directors at each Board meeting. In addition, the Board has open discussions with the Portfolio Managers at each Board meeting including around interest rates/GDP and all macroeconomic factors relative to the Company's business.	ã The risk has increased due to elevated inflation rates, putting upward pressure on interest rates
Political and Economic	Financial crisis, a significant fall in markets, natural disasters, significant political/regulatory change, a new pandemic or increasing risk to market stability and investment opportunities from actual and potential geopolitical conflicts could each adversely affect the Company's operation or performance.	The Board discusses global developments with the Manager and will continue to monitor these issues together with all other relevant considerations. The Manager has dedicated resources to evaluate these risks, as well as access to experts where required, to assist in portfolio risk management. Neither the Manager nor the Board has control over external events; however, mitigation of the risks is sought through portfolio diversification, limits on gearing etc. In addition the Board undertakes a regular review of the control environment to ensure the Company can continue to operate in the event Business Continuity Plans are implemented.	ã The risk has increased with episodes of heightened market volatility and economic uncertainty as a result of ongoing conflicts in the Middle East and Ukraine, which have affected energy markets, and ongoing trade tensions after the imposition of tariffs by the US.
Investment Management Team	Investment performance may suffer if the designated Portfolio Managers were to leave.	The Board considers that, though there may be short-term disruption, the risk would be mitigated by the substantial investment management resources of JPMorgan, and the use of an established investment methodology.	áâ This risk remains unchanged. The Board remains comfortable with the robustness of the succession plans within the Investment Management Team.
Accounting, Legal and Regulatory	In order to qualify as an investment trust, the Company must comply with Section 1158 of the Income and Corporation Tax Act 2010 ('Section 1158'). Details of the Company's approval are given in the full Annual Report. Should the Company breach Section 1158, it may lose its investment trust status and as a consequence capital gains within the Company's portfolio would be subject to Capital Gains Tax. The Company must also comply with the provisions of The Companies Act 2006 and, as its shares are listed on the London Stock Exchange, the UKLA Listing Rules and Disclosure and Transparency Rules ('DTRs'). A breach of the Companies Act 2006 could result in the Company and/or the Directors being fined or the subject of criminal proceedings. Breach of the UKLA Listing Rules or DTRs may result in the Company's shares being suspended from listing which in turn would breach Section 1158. The Company is also subject to a number of other laws and regulations including AIFMD, MiFID II and the Market Abuse Regulations. Corporate governance risk arises if the Board fails to keep abreast of evolving best practice.	The Section 1158 qualification criteria are regularly monitored by the Manager and the results reported to the Board each month. The Board relies on the services of its Company Secretary, the Manager and its professional advisers to monitor compliance with all relevant requirements.	áâ This risk remains stable. Changes to the regulatory landscape are expected to be ongoing.
Climate change	Climate change, which barely registered with investors a decade ago, has today become one of the most critical issues confronting asset managers and their investors. Investors can no longer ignore the impact that the world's changing climate will have on their portfolios.	Financial returns for long-term diversified investors should not be jeopardised given the investment opportunities created by the world's transition to a low-carbon economy. The Board also considers the threat posed by the physical impact of climate change on the operations of the Manager and other major service providers. As extreme weather events become more common, the resilience, business continuity planning and the location strategies of our service providers will come under greater scrutiny. In preparing the Company's financial statements the Directors have considered the impact of climate change risk (see note 1(a)) of the full Annual Report.	áâ Climate change continues to be a critical threat facing the natural environment and our societies.
Cyber Crime	The threat of cyber attack, in all its guises, is regarded as at least as important as more traditional physical threats to business continuity and security. In addition to threatening the Company's operations, such an attack is likely to raise reputational issues which may damage the Company's share price and reduce demand for its shares. The Company may be affected by detrimental investment performance, if the companies in the portfolio are impacted by disruption to business as a result of a cyber attack.	The Board receives the cyber security policies for its key third party service providers and assurance from JPMF that the Company benefits directly or indirectly from JPMorgan's Cyber Security programme. The information technology controls around the physical security of JPMorgan's data centres, security of its networks and security of its trading applications are tested by an independent third party and reported every six months against the AAF Standard.	ã This risk has increased due to escalation in cyber crime against large business. To date the Manager's cyber security arrangements have proven robust and the Company has not been impacted by any cyber attacks threatening its operations.
Artificial Intelligence ('AI')	Al has become a powerful tool that is transforming a huge range of areas. It is a significant driver of innovation, as well as a disrupter to current business models and processes. The difficulty of predicting its impact makes corporate valuations less certain. AI also increases the potential risk from cyber related crime.	The Company's investment process integrates financially material considerations of the impact of Al into decisions on which stocks to buy, hold or sell. This includes considering the approach portfolio companies take to recognising the impact of Al and adapting their strategy to mitigate the risk and harness the potential. The Board works with the Manager to monitor and evaluate developments in AI, including its potential impact on the portfolio, our service providers and the wider market.	ã With increased adoption of AI, the growing incidence of AI‑enabled threats (including data leakage) and the sharpening of governance and legal expectations have increased both the likelihood and potential materiality of adverse outcomes; accordingly, AI now warrants classification as a principal risk requiring ongoing oversight and mitigation.

  Change Key

ã Heightened   áâ Stable   ä Reduced

Emerging Risks

The AIC Code of Corporate Governance requires the Audit Committee to put in place procedures to identify emerging risks. At each meeting, the Board considers emerging risks which it defines as potential trends, sudden events or changing risks which are characterised by a high degree of uncertainty in terms of occurrence probability and possible effects on the Company. As the impact of emerging risks is understood, they may be entered on the Company's risk matrix and mitigating actions considered as necessary.

While the Audit Committee has not identified any specific emerging risks as at the date of this report, it notes the continued heightened level and evolving nature of the geopolitical risks facing the Company and will continue to monitor these closely.

TRANSACTIONS WITH THE MANAGER AND RELATED PARTIES

Details of the management contract are set out in the Directors' Report in the full Annual Report. The management fee payable to the Manager for the year was £2,675,000 (2025: £2,675,000) of which £nil (2025: £nil) was outstanding at the year end.

Included in administration expenses in note 6 in the full Annual Report are safe custody fees amounting to £8,000 (2025: £10,000) payable to JPMorgan Chase of which £1,000 (2025: £1,000) was outstanding at the year end.

Other capital charges (handling charges) on dealing transactions amounting to £15,000 (2025: £12,000) were payable to JPMorgan Chase Bank N.A during the year of which £2,000 (2025: £2,000) was outstanding at the year end.

The Company also invests in the JPMorgan GBP Liquidity Fund, which is managed by JPMorgan Asset Management (Europe) S.à r.l.. At the year end this was valued at £8.8 million (2025: £21.6 million). Interest income amounting to £405,000 (2025: £518,000) was receivable during the year of which £nil (2025: £nil) was outstanding at the year end.

At the year end, total cash of £422,000 (2025: £300,000) was held with JPMorgan Chase Bank, N.A. A net amount of interest of £3,000 (2025: £4,000) was receivable by the Company during the year from JPMorgan Chase Bank, N.A of which £nil (2025: £nil) was outstanding at the year end.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with United Kingdom Accounting Standards, comprising Financial Reporting Standard 102 the 'Financial Reporting Standard Applicable in the UK and Republic of Ireland' (FRS 102). Under company law the Directors must not approve the financial statements unless they are satisfied that, taken as a whole, the annual report and accounts are fair, balanced and understandable and provide the information necessary for Shareholders to assess the Company's performance, business model and strategy, and that they give a true and fair view of the state of affairs of the Company and of the total return or loss of the Company for that period. In preparing these financial statements, the Directors are required to:

•      select suitable accounting policies and then apply them consistently;

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

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

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

and the Directors confirm that they have done so.

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

The accounts are published on the www.jpmorganuksmallcapgrowthandincomeplc.com website, which is maintained by the Company's Manager. The maintenance and integrity of the website maintained by the Manager is, so far as it relates to the Company, the responsibility of the Manager. The work carried out by the auditor does not involve consideration of the maintenance and integrity of this website and, accordingly, the auditor accepts no responsibility for any changes that have occurred to the Annual Report since it was initially presented on the website. The Annual Report is prepared in accordance with UK legislation, which may differ from legislation in other jurisdictions.

Under applicable law and regulations the Directors are also responsible for preparing a Strategic Report, a Directors' Report and a Directors' Remuneration Report that comply with that law and those regulations.

Each of the Directors, whose names and functions are listed in the Directors' Report, confirm that, to the best of their knowledge:

•    the financial statements, which have been prepared in accordance with applicable law and United Kingdom Accounting Standards, comprising Financial Reporting Standard 102 the 'Financial Reporting Standard Applicable in the UK and Republic of Ireland' (FRS 102), give a true and fair view of the assets, liabilities, financial position and return or loss of the Company; and

•     the Strategic Report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces.

The Board confirms that it is satisfied that the Annual Report and Financial Statements taken as a whole is fair, balanced and understandable and provides the information necessary for Shareholders to assess the Company's performance, business model and strategy.

For and on behalf of the Board

Katrina Hart

Chair

STATEMENT OF COMPREHENSIVE INCOME

	For the year ended 31st July 2026			For the year ended 31st July 2025
	Revenue	Capital	Total	Revenue	Capital	Total
	£'000	£'000	£'000	£'000	£'000	£'000
Gains/(losses) on investments held at fair value through profit or loss	-	18,245	18,245	-	(12,409)	(12,409)
Net foreign currency exchange gains/(losses)	-	2	2	-	(1)	(1)
Income from investments	14,340	508	14,848	15,330	242	15,572
Interest receivable and similar income	408	-	408	522	-	522
Gross return/(loss)	14,748	18,755	33,503	15,852	(12,168)	3,684
Management fee	(803)	(1,872)	(2,675)	(802)	(1,873)	(2,675)
Other administrative expenses	(697)	-	(697)	(825)	-	(825)
Net return/(loss) before finance costs and taxation	13,248	16,883	30,131	14,225	(14,041)	184
Finance costs	(829)	(1,935)	(2,764)	(938)	(2,189)	(3,127)
Net return/(loss) before taxation	12,419	14,948	27,367	13,287	(16,230)	(2,943)
Taxation	(79)	-	(79)	(74)	-	(74)
Net return/(loss) after taxation	12,340	14,948	27,288	13,213	(16,230)	(3,017)
Return/(loss) per ordinary share	9.86p	11.94p	21.80p	9.83p	(12.07)p	(2.24)p

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

The 'Total' column of this statement is the profit and loss account of the Company and the 'Revenue' and 'Capital' columns represent supplementary information prepared under guidance issued by the Association of Investment Companies. Net return/(loss) after taxation represents the profit/(loss) for the year and also the Total Comprehensive income.

STATEMENT OF CHANGES IN EQUITY

	Called up share capital £'000	Share premium account £'000	Capital redemption reserve £'000	Other reserve1,2 £'000	Capital reserves1 £'000	Revenue reserve1 £'000	Total £'000
At 31st July 2024	6,957	216,150	2,903	-	288,853	2,209	517,072
Cancellation of share premium account	-	(216,150)	-	216,150	-	-	-
Repurchase of ordinary shares into Treasury	-	-	-	(20,744)	-	-	(20,744)
Net (loss)/return after taxation	-	-	-	-	(16,230)	13,213	(3,017)
Dividends paid in the year	-	-	-	-	(4,873)	(15,422)	(20,295)
At 31st July 2025	6,957	-	2,903	195,406	267,750	-	473,016
Repurchase of ordinary shares into Treasury	-	-	-	(31,558)	-	-	(31,558)
Costs in relation to cancellation of share premium account	-	-	-	(10)	-	-	(10)
Net return after taxation	-	-	-	-	14,948	12,340	27,288
Dividends paid in the year	-	-	-	(5,929)	-	(12,340)	(18,269)
At 31st July 2026	6,957	-	2,903	157,909	282,698	-	450,467

1        Please refer to note 1(c) and note 15 in the full Annual Report for further details of the Company's distributable reserves.

2        Other reserve was created following approval by the High Court to cancel the balance on the share premium account as at close of business on 1st August 2024. This forms part of the Company's distributable reserves.

STATEMENT OF FINANCIAL POSITION

	At 31st July	At 31st July
	2026	2025
	£'000	£'000
Fixed assets
Investments held at fair value through profit or loss	498,250	511,548
Current assets
Debtors	1,915	3,244
Current asset investments	8,751	21,564
Cash at bank	422	300
	11,088	25,108
Current liabilities
Creditors: amounts falling due within one year	(58,871)	(63,640)
Net current liabilities	(47,783)	(38,532)
Total assets less current liabilities	450,467	473,016
Net assets	450,467	473,016
Capital and reserves
Called up share capital	6,957	6,957
Share premium account	-	-
Capital redemption reserve	2,903	2,903
Other reserve	157,909	195,406
Capital reserves	282,698	267,750
Revenue reserve	-	-
Total shareholders' funds	450,467	473,016
Net asset value per ordinary share	373.1p	362.6p

STATEMENT OF CASH FLOWS

	For the year ended	For the year ended
	31st July	31st July
	2026	2025
	£'000	£'000
Cash flows from operating activities
Net return before finance costs and taxation	30,131	184
Adjustment for:
Net (gains)/losses on investments held at fair value through profit or loss	(18,245)	12,409
Dividend income	(14,848)	(15,572)
Interest income	(408)	(522)
Decrease/(increase) in other debtors	12	(16)
(Decrease)/increase in accrued expenses	(74)	135
Net cash outflow from operating activities before dividends, interest and taxation	(3,432)	(3,382)
Dividends received	14,418	15,656
Interest received	408	522
Net cash inflow from operating activities	11,394	12,796
Purchases of investments	(142,031)	(109,864)
Sales of investments	176,781	148,473
Net cash inflow from investing activities	34,750	38,609
Dividends paid	(18,269)	(20,295)
Costs in relation to cancellation of share premium account	(10)	-
Repurchase of ordinary shares into Treasury	(32,708)	(19,594)
Repayment of bank loans	(5,000)	(2,000)
Drawdown of bank loans	-	7,000
Interest on bank loans paid	(2,848)	(3,165)
Net cash outflow from financing activities	(58,835)	(38,054)
(Decrease)/increase in cash and cash equivalents	(12,691)	13,351
Cash and cash equivalents at start of year	21,864	8,513
Cash and cash equivalents at end of year	9,173	21,864
Cash and cash equivalents consist of:
Cash at bank	422	300
Current asset investment in JPMorgan GBP Liquidity Fund	8,751	21,564
Total	9,173	21,864

NOTES TO THE FINANCIAL STATEMENTS

1.     Accounting policies

(a)  Basis of accounting

The financial statements are prepared under the historical cost convention, modified to include fixed asset investments at fair value, and in accordance with the Companies Act 2006, United Kingdom Generally Accepted Accounting Practice ('UK GAAP'), including FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and with the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' (the 'SORP') issued by the Association of Investment Companies in July 2022. In preparing these financial statements the Directors have considered the impact of climate change risk as a principal risk as set out in the full Annual Report, and have concluded that it does not have a material impact on the value of the Company's investments. In line with FRS 102 investments are valued at fair value, which for the Company are quoted bid prices for investments in active markets at 31st July 2026 and therefore reflect market participants' view of climate change risk.

The financial statements have been prepared on a going concern basis. In forming this opinion, the Directors have considered the impact of heightened market volatility since the Russian invasion of Ukraine, the escalating conflict in the Middle East, the persistent inflationary environment, high interest rates and other geopolitical risks on the going concern and viability of the Company. They have considered the operational resiliency of its key service providers, including the Manager. The Directors have also reviewed the Company's compliance with debt covenants in assessing the going concern and viability of the Company. The Directors have reviewed income and expense projections to 31st October 2027 and the liquidity of the investment portfolio in making their assessment and they believe that the Company has adequate financial resources to continue its operational existence for the foreseeable future, and for the period to 31st October 2027, which is at least 12 months from the date the financial statements are authorised for issue. The Board has also taken into account the fact that the Company has a continuation vote to be considered by shareholders at the Company's 2026 Annual General Meeting and the likelihood of shareholders voting in favour of continuation. Having consulted the Company's advisers and in the absence of any concerns raised by the major shareholders, the Directors have a reasonable belief that the continuation vote will be supported by the majority of shareholders. Further details of Directors' considerations regarding this are given in the Chair's Statement, Investment Manager's Report, Going Concern Statement, Viability Statement and Principal and Emerging Risks Statement within this Annual Report.

The policies applied in these financial statements are consistent with those applied in the preceding year.

2.    Dividends

(a)  Dividends paid

	2026		2025
	Pence	£'000	Pence	£'000
Dividends paid
First quarterly interim dividend	3.63	4,684	3.76	5,167
Second quarterly interim dividend	3.63	4,560	3.76	5,167
Third quarterly interim dividend	3.63	4,541	3.76	5,036
Fourth quarterly interim dividend	3.63	4,484	3.76	4,925
Total dividends paid in the year	14.52	18,269	15.04	20,295

All dividends paid in respect of the year ended 31st July 2026 have been funded from the Revenue reserve and part of the Other reserve (2025: Revenue reserve and part of the Capital reserves).

(b)  Dividend for the purposes of Section 1158 of the Corporation Tax Act 2010 ('Section 1158')

The requirements of Section 1158 are considered on the basis of dividends paid and declared in respect of the financial year. For the year ended 31st July 2026, the dividends declared were paid during the year as shown above.

The revenue available for distribution by way of dividend for the year is £12,340,000 (2025: £13,213,000).

3.    Return/(loss) per ordinary share

	2026	2025
	£'000	£'000
Revenue return	12,340	13,213
Capital return/(loss)	14,948	(16,230)
Total return/(loss)	27,288	(3,017)
Weighted average number of ordinary shares in issue during the year	125,199,395	134,449,604
Revenue return per ordinary share	9.86p	9.83p
Capital return/(loss) per ordinary share	11.94p	(12.07)p
Total return/(loss) per ordinary share	21.80p	(2.24)p

4.    Net asset value per ordinary share

	2026	2025
Net assets (£'000)	450,467	473,016
Number of ordinary shares in issue	120,726,286	130,451,536
Net asset value per ordinary share	373.1p	362.6p

       Non-statutory accounts

The financial information set out above does not constitute the Company's statutory accounts for the year ended 31st Jully 2026 but is derived from those accounts. Statutory accounts for the year ended 31st July 2026 will be delivered to the Registrar of Companies in due course. The Annual Report and Financial Statements include the Report of the Independent Auditors which was unqualified and did not contain a statement under either section 498(2) or section 498(3) of the Companies Act 2006

JPMORGAN FUNDS LIMITED

15th October 2026

For further information, please contact:

Graham Fenwick

For and on behalf of

JPMorgan Funds Limited

Telephone: [phone] or or [phone]

Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

ENDS

A copy of the 2026 Annual Report will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

The 2026 Annual Report will also shortly be available on the Company's website at www.jpmorganuksmallcapgrowthandincomeplc.com where up to date information on the Company, including daily NAV and share prices, factsheets and portfolio information can also be found.

 

END