Final Results
Summary by AI BETAClose X
Tuesday, 14 July 2026
SCHRODER BRITISH OPPORTUNITIES TRUST PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
Schroder British Opportunities Trust plc ("the Company") hereby submits its Annual Report and Financial Statements for the year ended 31 March 2026 as required by the Financial Conduct Authority's Disclosure Guidance and Transparency Rule 4.1.
Justin Ward, Chair of Schroder British Opportunities Trust plc, commented: "Looking ahead, as the portfolio continues to mature, we believe it is increasingly well positioned to deliver attractive realisations over time."
Key highlights
· During the year under review, the Company's NAV per share decreased by 3.0%, to 107.24p.
· This performance was primarily a reflection of underlying market conditions rather than the performance of the private equity holdings, most of which grew strongly during the year.
· Following the year end, the Company completed the orderly disposal of its remaining quoted equity holdings, resulting in a fully private equity-focused portfolio by 31 May 2026.
· A managed wind-down resolution will be put to shareholders in the first quarter of 2027. Ahead of the vote, the Board intends to consult with major shareholders.
Year end results presentation
The Portfolio Managers have recorded an overview of the year end results, and you can access this presentation by the following link: https://schro.link/sbot2026.
The Company's Annual Report and Financial Statements for the year ended 31 March 2026 are also being published in hard copy format and an electronic copy will shortly be available to download from the Company's website: www.schroders.com/sbo.
The Company has submitted a copy of its Annual Financial Report to the National Storage Mechanism and it will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Enquiries:
|
Phoebe Merrell (Company Secretary) Schroder Investment Management Limited |
020 7658 6000 |
|
Charlotte Banks / Kirsty Preston (Press) Schroder Investment Management Limited |
020 7658 6000 |
Annual Report and Financial Statements for the year ended 31 March 2026
Chair's Statement
"Looking ahead, as the portfolio continues to mature, we believe it is increasingly well positioned to deliver attractive realisations over time."
I am pleased to present my second Annual Report as Chair, and the Company's sixth Annual Report since the launch of the Company in December 2020. This report covers the year ended 31 March 2026.
Over the year, the Company has continued to execute the strategic transition endorsed by shareholders on 9 September 2025, following approval of the revised investment policy. This marked an important milestone, enabling the Company to focus entirely on building a diversified portfolio of private equity investments in predominantly UK companies, while winding down the legacy quoted portfolio that had detracted from performance during difficult public market conditions. The Board believes that this strategy better aligns the Company with the most attractive part of its opportunity set and with the area of the portfolio that has historically delivered stronger outcomes.
Performance
During the year under review, the Company's NAV per share decreased by 3.0%, to 107.24p. This performance was primarily a reflection of underlying market conditions rather than the performance of portfolio companies, most of which grew strongly during the year. Of the unquoted holdings which were owned throughout the year, the average sales growth was 16.3%, and the average EBITDA growth was 16.3%. All of the unquoted portfolio companies were EBITDA positive during the year under review.
The overarching impact on valuations was multiple compression. Of the 11 unquoted investments valued on a multiple basis, seven are technology businesses and this market segment experienced the most significant compression. Much of the market sentiment relates to concerns over whether companies will be artificial intelligence ("AI") winners or losers, without a thorough understanding of the nature of the business models involved. Regrettably, this affected valuations of our technology companies, despite the Portfolio Managers believing that these businesses do not face fundamental AI related risks. The Board expects this to be a temporary issue as the market gains a better understanding of AI related risks and opportunities. These valuation headwinds were sufficient to offset the positive valuation gains of a number of our unquoted investments.
Further detail on individual portfolio company performance is provided in the Investment Manager's Report.
No performance fee was accrued during the year under review.
Investment strategy and investment activity
During the year, the Company progressed the re-positioning of the portfolio towards private investments. This has involved disciplined capital allocation to new and existing private holdings, alongside the orderly disposal of listed positions where appropriate, taking account of liquidity, pricing, and overall portfolio construction. The Board continues to monitor the pace of deployment carefully, recognising the importance of maintaining investment discipline and not compromising on quality simply to accelerate change.
In parallel, the Company completed two new private equity investments, JMG and CSL, while continuing to exit quoted holdings in line with the revised policy; the Company exited 13 quoted company positions, realising £10.0 million and leaving a residual portfolio with a value at 31 March 2026 of £5.0 million. The proceeds from the disposal of quoted holdings helped fund the £10.7 million investment in JMG and CSL. At 31 March 2026, the Company held 12 unquoted investments which account for approximately 84% of the Company's NAV, 7 quoted investments (6% of NAV) and cash or liquidity investments accounting for 10.8% of NAV.
The Company intends to deploy some of the cash realised from the sale of the residual quoted portfolio in the coming months, but will retain sufficient liquid assets to meet uncalled commitments to existing portfolio companies and to fund the Company's ongoing operating costs. The Board is pleased that the pipeline of private equity opportunities identified by the Investment Manager has remained robust, reflecting the depth of the UK opportunity set and the breadth of Schroders' origination network.
Valuations
Valuations remain a key area of focus for the Board, particularly given ongoing macroeconomic uncertainty and periods of market volatility during the year.
Valuations are prepared by the Investment Manager's in-house valuation team, applying a robust framework that draws on recognised methodologies and observable inputs where available. The approach reflects company-specific performance, balance sheet strength, funding conditions and relevant comparable market multiples. As at 31 March 2026, 10 of the Company's unquoted investments were valued on a multiple of EBITDA, one on a multiple of gross profit and one of the most recent acquisitions was valued based on the recent transaction value.
The Company's Valuations Committee provides active oversight and challenge through regular reporting and review, with the Audit and Risk Committee contributing oversight of methodologies used.
Continuation vote
In line with the Company's updated investment policy, which shareholders approved on 9 September 2025, a managed wind-down resolution will be put to shareholders once the Company is fully invested in unquoted holdings (and assuming no alternative proposals are put to shareholders before this date) in the first quarter of 2027. This resolution will be put on the same voting basis as the resolution previously scheduled for 2028, meaning it will be passed provided any single vote is cast in favour. If passed, an orderly and efficient realisation of the Company's assets and the return of capital to shareholders will commence. Ahead of the vote, the Board intends to consult with major shareholders.
Discount management
The discount to NAV narrowed during the year under review from 37.1% to 34.7%. Given your Board's confidence in the valuations process, we believe that there is little logic to this discount applying to the Company other than to cite market sentiment to private equity investment companies generally. It certainly does not reflect the aggregate operational performance of the Company's unquoted holdings since inception.
The Board has, in the past, used buybacks to address the discount. However, in light of the Company's small size and new investment policy, the Board considers it preferable to retain capital within the business so that it can be deployed in unquoted investments as approved by shareholders in September 2025.
As mentioned above, the Board has undertaken to put a resolution to shareholders concerning the continuation of the Company in the first quarter of 2027. The Board regards this option as the most appropriate way to address the Company's discount and to generate shareholder value.
Dividend
No dividend has been declared or recommended for the year. The Company is focused on providing capital growth and has a policy to only pay dividends to the extent that it is necessary to maintain the Company's investment trust status.
Presentation from the Portfolio Managers
The Portfolio Managers have recorded an overview of the year end results and you can access this presentation on the Company's website: https://schro.link/sbot2026.
Regular news about the Company can also be found on the Company's website at www.schroders.com/sbo.
Annual General Meeting
The Company's next Annual General Meeting ("AGM") will be held on Wednesday, 23 September 2026 at 12pm, at 1 London Wall Place, London, EC2Y 5AU.
The Board welcomes shareholders' comments and questions for them or for the Investment Manager. A short presentation will be given by the investment management team at the AGM.
Please contact us via our Company Secretary's email: amcompanysecretary@schroders.com or, if you prefer to write in, to: FAO Company Secretary, Schroder British Opportunities Trust plc, at the above address. We will endeavour to get your questions answered at or prior to the AGM and will be providing answers to commonly asked questions on our webpage.
Shareholders are encouraged to cast their votes for the AGM by proxy to ensure that they are counted, irrespective of whether you intend to attend the AGM. The Directors consider that all of the resolutions listed are in the best interests of the Company and its shareholders and therefore recommend a vote in favour of each, as the Directors intend to do in respect of their own holdings.
Schroders combination with Nuveen
On 12 February 2026, the Board of Schroders plc announced that they had agreed terms of a recommended cash acquisition by Nuveen, to combine the two businesses. The transaction is not expected to complete until Q4 2026. The Board have been informed that Nuveen's intention is to maintain continuity across Schroders' existing investment and client-facing functions, and the Board will monitor progress in this regard. Further details are available on the Schroders website: https://www.schroders.com/en/global/individual/nuveenoffer/. The Board does not expect there to be any impact on the Company as a result of this merger.
Outlook
The Board is pleased to note that since year end, the Portfolio Managers have disposed of the remaining public investments in line with the new investment policy and some of the multiple compression which affected the Company's performance in the last quarter of the financial year has reversed.
While the overall macroeconomic backdrop remains uncertain, the Board remains cautiously optimistic. The UK continues to offer a deep pool of innovative, high-growth businesses, and we believe that high-quality private companies with resilient business models can continue to perform well even amid wider market volatility. The Company's revised strategy is designed to capitalise on this opportunity set, and we remain focused on disciplined deployment, robust valuation oversight and long-term value creation, including through realisations over time.
We also recognise that the rapid development of AI is reshaping competitive dynamics across many sectors. We see meaningful opportunities for portfolio companies to use AI to enhance productivity, improve decision-making, strengthen customer proposition and accelerate innovation. At the same time, we remain mindful of the challenges AI can bring, including execution risk, the need for appropriate governance and controls, data security and regulatory change. The Investment Manager continues to monitor developments in AI across the portfolio, assessing both the opportunities and risks and considering how these factors may influence long-term value creation.
Looking ahead, as the portfolio continues to mature, we believe it is increasingly well positioned to deliver attractive realisations over time. Although markets may remain volatile, we expect that the underlying quality of the portfolio, together with active ownership and a continued focus on operational improvement, will support long-term value creation and the potential for returns of capital to shareholders in due course.
On behalf of the Board, I would like to thank shareholders for their continued support.
Justin Ward
Chair
13 July 2026
Investment Manager's Review
"The Investment Manager continues to believe that the portfolio has a strong foundation of high-quality private equity investments with the potential to generate attractive long-term returns."
Summary
Financial Performance
The Company's NAV decreased by 3.0% over the year, from £81.7 million at 31 March 2025 to £79.2 million at 31 March 2026.
The movement in NAV reflected lower valuation multiples applied to almost all the Company's private equity holdings, in line with softer public market comparables rather than any broad decline in underlying trading performance. Although the majority of companies' operational performance improved during the year, this was insufficient in all except five cases to offset the market comparables impact on valuations. CFC Underwriting, Arrive (formerly EasyPark), and Acturis particularly continued to demonstrate resilient business performance, earnings growth and execution against their respective value creation plans.
Portfolio Overview and Changes
The year was a significant period of transition for the Company. Following shareholder approval of the amended investment objective and policy in September 2025, the Company is now focused on private equity investments in predominantly UK companies. This strategic change reflected the stronger historic performance of the private equity portfolio and the Board's and Investment Manager's view that the UK private equity market continues to offer a more attractive opportunity set.
During the year, the Company continued to reduce its quoted equity exposure and redeploy capital into private equity investments. Quoted investments fell from £15.4 million to £5.0 million, while unquoted investments increased from £58.6 million to £66.5 million. The Company also held £8.6 million in money market funds and £0.5 million in cash and cash equivalents at the year end.
On 31 March 2026, unquoted investments represented approximately 84% of NAV, compared with 72% a year earlier, reflecting the continued execution of the Company's revised strategy.
Outlook
Since the year end, the Company has exited all its quoted company positions and is now focused solely on a private equity strategy.
The Investment Manager continues to believe that the portfolio has a strong foundation of high-quality private equity investments with the potential to generate attractive long-term returns. While near-term valuation volatility may persist, the underlying companies remain focused on revenue growth, margin progression, strategic acquisitions and long-term value creation.
Source: Schroders, 2026.
Changes during the year
At the General Meeting on 9 September 2025, shareholders approved a resolution to amend the investment policy of the Company to focus exclusively on private equity investments in predominantly UK companies.
The year's activity was therefore dominated by three themes:
1. Completion of new private equity investments;
2. Ongoing active management and valuation discipline across the portfolio; and
3. Continued reduction of quoted equity exposure.
The main activity over the year included the completion of new private equity investments in JMG and CSL (detailed below in the report), together with continued exits from quoted holdings in line with the amended investment policy.
The sale process to reduce quoted equity exposure therefore represented not only a source of liquidity for redeployment into private equity investments, but also an important step in aligning the portfolio with the Company's revised investment strategy.
Market
The market backdrop remained challenging during the year, although there were encouraging signs of gradual stabilisation. Monetary policy began to ease, with the Bank of England reducing its base rate to 3.75% in December 2025. However, private markets continued to navigate macroeconomic uncertainty, geopolitical tensions and evolving trade policies, while transaction activity and exit markets remained below historical averages.
Despite these conditions, the UK private equity market remained resilient, particularly in the small- and mid-market. Bain & Company's Global Private Equity Report 2026 highlighted improving deal activity and financing conditions, although investors remained selective, favouring businesses with resilient earnings, strong cash generation and attractive long-term growth prospects.
This continues to support the Company's investment strategy. The portfolio is focused on established, EBITDA-positive businesses with recurring revenues, attractive margins and strong cash-generative characteristics. In an environment where investors are increasingly prioritising quality and operational performance over financial leverage, we believe these attributes position the portfolio well for long-term value creation.
AI continued to be a defining investment theme throughout the year. While the long-term impact of AI across industries remains uncertain, we believe the portfolio is well positioned given its exposure to established, technology-enabled businesses with strong market positions and mission-critical products and services. Several portfolio companies are already incorporating AI into their offerings or operations, while others are well placed to benefit from productivity gains and changing customer demand. As with any period of technological change, AI will create both opportunities and competitive challenges, and we continue to assess its implications across the portfolio.
Portfolio performance
The Company's NAV remained resilient during the year, despite fair value movements across parts of the private equity portfolio. The principal contributor to the reduction in NAV was the private equity portfolio, where lower valuation multiples more than offset continued strength in underlying company performance. The attribution of the NAV movement is shown below.
Attribution analysis (£m)
|
|
|
|
Money |
Cash and cash |
|
|
|
|
Unquoted |
Quoted |
Market Funds |
equivalents |
Other |
NAV |
|
Value as at 31 March 2025 |
58.6 |
15.4 |
8.2 |
0.8 |
(1.3) |
81.7 |
|
+ Investments |
10.7 |
- |
6.2 |
(16.9) |
- |
- |
|
- Realisations at value |
(1.2) |
(10.0) |
(6.1) |
17.3 |
- |
- |
|
+/- Fair value gains/(losses) |
(1.6) |
(0.4) |
0.3 |
- |
- |
(1.7) |
|
+/- Costs and other movements |
- |
- |
- |
(0.7) |
(0.1) |
(0.8) |
|
Value as at 31 March 2026 |
66.5 |
5.0 |
8.6 |
0.5 |
(1.4) |
79.2 |
Key positive and negative performers over the 12 months to 31 March 2026
|
Top 5 contributors |
Contribution % |
|
CFC Underwriting |
1.9% |
|
Arrive (formerly Easy Park) |
1.9% |
|
Acturis |
1.8% |
|
OSB |
0.5% |
|
Volution |
0.5% |
|
Bottom 5 contributors |
Contribution % |
|
HeadFirst |
-3.2% |
|
Expana (formerly Mintec) |
-1.9% |
|
Cera Care |
-1.4% |
|
Learning Curve |
-1.2% |
|
On the Beach |
-0.5% |
The NAV as of 31 March 2026 was £79.2 million, a decrease of -3.0% compared with the NAV (£81.7 million) as of 31 March 2025.
This change of NAV -3.0% comprised:
• Quoted holdings: -0.5%
• Unquoted holdings: -1.9%
• Money market funds: 0.4%
• Costs and other movements: -1.0%
Source: Schroders Capital, 2026.
Private equity holdings
Average Sales growth: 16.3%
Average EBITDA growth: 16.3%
Average EBITDA margin: 37.4%
The portfolio companies continued to demonstrate strong underlying operational performance despite continued pressure on valuation multiples. Over the 12 months to 31 March 2026, the unquoted portfolio increased from £58.6 million to £66.5 million. This movement reflected £10.7 million of new investment activity, principally the completion of investments in JMG and CSL, partly offset by £1.2 million of realisations and distributions and a £1.6 million aggregate fair value loss.
Operational performance across the portfolio remained strong despite the more challenging valuation environment. Across the private equity portfolio, average sales growth was 16.3%, average EBITDA growth was 16.3%, and the average EBITDA margin remained a robust 37.4%. These metrics reflect the high quality of the underlying businesses and the buyout-oriented nature of the portfolio, which is invested exclusively in established, EBITDA-positive companies. As a result, the portfolio has limited exposure to the execution and financing risks typically associated with earlier-stage venture and growth investments.
The portfolio continues to focus on established, cash-generative, asset-light businesses with scalable operating models, predominantly across software, technology-enabled services, insurance, healthcare technology, financial services and consumer services.
Turning to individual private equity portfolio companies, the strongly positive contributors over the year were CFC Underwriting, Arrive, and Acturis, with a smaller positive contribution from CSL and Culligan. These gains were more than offset by valuation reductions in other portfolio companies, the most material being HeadFirst, Expana, Cera Care, and Learning Curve.
CFC Underwriting was the largest positive contributor to NAV. The company continued to develop its specialist insurance proposition, including new product launches in areas such as intellectual property and contractor segments, while further expanding its underwriting capabilities and international presence. Continued growth across its cyber, transaction liability and specialty insurance offerings supported another year of strong business performance. During the year, the Company also received a distribution of £1.2 million from its investment, reflecting the continued creation of value within the business.
Arrive, formerly EasyPark, also made a positive contribution to NAV during the year. Following the combination of EasyPark and Flowbird, the business continued its evolution into a broader urban mobility platform spanning parking, electric vehicle charging and mobility solutions. During the year, Arrive announced a strategic partnership with Google Cloud to support AI-driven automation and cloud infrastructure capabilities, while also completing its rebrand from EasyPark to Arrive. The business continued to expand internationally and integrate recent acquisitions, with strong underlying trading performance supporting further value creation.
Acturis contributed strongly during the year, supported by continued growth and strong execution. The business strengthened its position as a leading SaaS platform for the insurance broking and underwriting market, with further commercial partnerships enhancing both its product ecosystem and international reach. Acturis continues to benefit from the structural digitalisation of insurance distribution and administration, with its platform providing mission-critical workflow and distribution capabilities for brokers, insurers and managing general agents.
On the more challenging side, HeadFirst was the largest detractor from NAV. The company continued to integrate the platform created through the combination of HeadFirst and Impellam and appointed a new Group CEO to lead the next phase of development. The year-end valuation reflected a more conservative market assessment.
Expana (formerly Mintec) detracted from NAV despite continued strategic progress. The company continued to integrate recent acquisitions, expand benchmark coverage and develop its analytics products, building on its position as a global provider of commodity-pricing data and market-intelligence solutions. The company also strengthened its leadership team with the appointment of Julie Harris as Chief Executive Officer to lead the next phase of Expana's growth and product development. The company has also continued to invest in technology and product development, including its broader platform capabilities following the rebrand to Expana. The negative valuation movement primarily reflected a more cautious market environment for software, data and analytics businesses, rather than a change in the long-term strategic opportunity.
Cera Care continued to make strategic and operational progress during the year, delivering positive organic growth, completing further acquisitions and expanding its AI-led home healthcare platform. During the year, Cera was shown to have saved the NHS & Government over £1 billion to date in a model 10 times more affordable and 15 times more carbon-friendly than hospital care. It also delivered its landmark 100 millionth visit to date and increased its annualised recurring revenues by approximately $200 million, representing 56% growth in just over 12 months - now delivering more than 33 million patient home visits annually. The business remains well positioned to benefit from the structural shift towards delivering more healthcare in community and home settings, supported by increasing demand for technology-enabled care solutions. Despite this continued operational progress, the valuation was moderated during the year, reflecting broader movements in market valuation multiples rather than company-specific performance.
Learning Curve continued to make progress during the year, although developments affected the timing and visibility of certain opportunities. As a result, the year-end valuation reflected a more measured assessment of the near-term outlook.
Public equity (quoted) holdings
The Company's quoted portfolio performance detracted 0.5% from NAV during the year to 31 March 2026. In line with the amended investment policy, the Portfolio Managers continued to reduce the quoted portfolio, with quoted investments decreasing from £15.4 million at 31 March 2025 to £5.0 million at 31 March 2026. In the process, the number of quoted holdings fell from 20 at 31 March 2025 to 7 at 31 March 2026. Proceeds were recycled into private equity investments.
Overall, the quoted portfolio represented 6% of NAV at 31 March 2026, compared with 19% at the prior year end, reflecting the Company's ongoing transition towards a fully private equity-focused strategy.
Portfolio diversification
While software represents a significant allocation, the portfolio remains well diversified across a number of growing industry sectors. The Company's software businesses serve a diverse range of end markets, customers and industry verticals, reducing concentration in any single area of the technology ecosystem.
Private equity activity
The principal private equity activity during the year was the completion of investments in JMG Group and CSL. The Company deployed £4.8 million into JMG Group and £5.7 million into CSL, broadening the portfolio's exposure to the insurance broking and critical connectivity sectors.
JMG is one of the UK's fastest-growing insurance brokers and has developed into a leading independent brokerage platform. The group provides risk management and insurance solutions to small and medium-sized businesses as well as private clients. JMG's strategy focuses on acquiring and partnering with high-quality local and regional brokers, leveraging its platform to drive operational efficiency and above-market organic growth.
CSL is a European leader in critical connectivity and Internet of Things ("IoT") solutions. The business provides secure, reliable connectivity for millions of devices across a range of sectors.
The year also saw a £1.2 million distribution from CFC Underwriting following a capital restructuring, reflecting the Company's ability to realise cash proceeds while maintaining its investment in the business.
Public equity activity
Following shareholder approval of the revised investment policy, the quoted equity portfolio was substantially reduced during the year. Proceeds from disposals were recycled into private equity investments and liquidity management as the Company continued its transition towards becoming a fully private equity-focused investment trust.
During the year, 13 quoted holdings were exited, reducing the quoted portfolio from £15.4 million at 31 March 2025 to £5.0 million at 31 March 2026, representing 6% of NAV at the year end.
Outlook
Following the year end, the Company completed the orderly disposal of its remaining quoted equity holdings, resulting in a fully private equity-focused portfolio by 31 May 2026.
The UK private equity market continues to provide an attractive opportunity set, and we remain encouraged by the quality of opportunities available across our core sectors. We continue to believe that the most attractive opportunities for long-term value creation are found within growth capital and small- to mid-market buyout segments of the market, where businesses typically benefit from favourable capital supply-demand dynamics, lower levels of competition and multiple avenues for growth. We believe the portfolio is well positioned to benefit from these characteristics and the long-term growth prospects of its underlying companies.
Schroder Investment Management Limited
13 July 2026
Risk Report
The Board, through its delegation to the Audit and Risk Committee, is responsible for establishing a process for identifying, managing, and monitoring emerging and principal risks of the Company and monitoring the Company's financial internal control systems. The Board has adopted a detailed matrix of principal risks affecting the Company's business as an investment trust and has established associated policies and processes designed to manage and, where possible, mitigate those risks, which are regularly monitored by the Audit and Risk Committee.
At least bi-annually, the Audit and Risk Committee carries out a robust assessment of the principal and emerging risks which feeds into the Company's risk register. Mitigations, the scoring of each risk, and any emerging risks are discussed in detail as part of this process to ensure that emerging as well as known risks are identified and, so far as practicable, mitigated.
This system assists the Board in determining the nature and extent of the risks it is willing to take in achieving the Company's strategic objectives. The above is considered, noting that the Company has no employees and has delegated all operations to third party service providers.
Risk assessment and internal controls review by the Board
Risk assessment includes consideration of the scope and quality of the systems of internal control operating within key service providers, and ensures regular communication of the results of monitoring by such providers to the Audit and Risk Committee, including the incidence of significant control failings or weaknesses that have been identified at any time and the extent to which they have resulted in unforeseen outcomes or contingencies that may have a material impact on the Company's performance or condition. The internal control environment of the Investment Manager, the Depositary, and the Registrar are tested annually by independent external auditors. The reports are reviewed by the Audit and Risk Committee.
Although the Board believes that it has a robust framework of internal control in place, this can provide only reasonable, and not absolute, assurance against material financial misstatement or loss and is designed to manage, not eliminate, risk. Actions taken by the Board and, where appropriate, its Committees, to manage and mitigate the Company's principal and emerging risks and uncertainties are set out in the table below.
During the year, the Board discussed and monitored a number of risks that could potentially impact the Company's ability to meet its strategic objectives. The Board receives updates from the Investment Manager, Company Secretary, and other service providers on emerging risks that could affect the Company. The Board was mindful of the evolving global environment during the year; and the risks posed by volatile markets; geopolitical uncertainty; and inflation and interest rates levels which could affect the asset class.
No significant control failings or weaknesses were identified from the Audit and Risk Committee's ongoing risk assessment throughout the financial year and up to the date of this Annual Report.
Actions taken by the Board and, where appropriate, its Committees, to manage and mitigate the Company's principal risks and uncertainties are set out in the table below. The "Change" column on the right highlights at a glance the Board's assessment of any increases or decreases in risk during the year after mitigation and management. The arrows show the risks as increased, decreased, or unchanged.
|
Risk |
Mitigation and management |
Change |
|
Strategic |
||
|
Investment objective and promotion |
|
|
|
The Company's investment objective may become out of line with the requirements of investors, or the Company's investment strategy may not be executed well or may not be sufficiently differentiated from other products resulting in the Company being subscale and shares trading at a discount. |
The appropriateness of the Company's investment remit is regularly reviewed and the Board monitors the success of the Company in meeting its stated objectives. Shareholders approved resolutions at the General Meeting on 9 September 2025 to change the Company's investment objective and bring forward the continuation vote to early 2027. This change was designed to address the underperformance of the public equity sleeve and maximise shareholder returns by having a fully private equity portfolio of companies and giving shareholders the option for an earlier return of capital. |
|
|
Company lifespan |
|
|
|
The previous Articles of Association of the Company required the Directors to put forward, at a General Meeting of the Company to be held in the year 2028 but in any event no later than 31 May 2028, a winding-up resolution to place the Company into voluntary liquidation, unless alternative proposals had been approved by shareholders. Under the adoption of the new investment policy, shareholders will vote on the continuation of the Company in the first quarter of 2027, with the same weighted voting provisions as that provided for by the 2028 resolution. It could take several years until all of the Company's private equity investments are disposed of and any final distribution of proceeds made to shareholders. |
Following the approval of the proposals put to shareholders at the General Meeting held on 9 September 2025, the managed wind-down resolution has been brought forward to early 2027. The private equity Portfolio Managers have extensive experience and a track record of accurately timing the exits of private equity investments. |
|
|
Market |
||
|
Market volatility |
|
|
|
Underlying investee companies within the Company's portfolio may experience fluctuations in their operating results due to fluctuations in the market or general economic conditions (including changes to interest rates, inflation, geopolitics, AI risk, and ESG related regulations, including those related to climate change). These would in turn affect the performance of the Company. In addition, market pricing risk and changes in supply and demand for a company's shares can affect the valuation of both the Company and investee company share prices. |
The Investment Manager adopts an active management approach and focuses on sustainable businesses capable of generating long-term returns for shareholders. The Board receives quarterly reports from the Investment Manager on the performance of the Company's investments and the market outlook. In September 2025, the Company changed its investment objective to address the shortfall in the performance of the public sleeve. |
|
|
Change of regulation |
|
|
|
The Company benefits from the current exemption for investment trusts from UK tax on chargeable gains. Any change to HMRC's rules or taxation of investee companies could affect the Company's ability to provide returns to shareholders. |
The Board and Investment Manager monitor proposed changes to tax rules. |
|
|
Operational |
||
|
Valuation |
|
|
|
Private equity investments are generally less liquid and more difficult to value than publicly traded companies. A lack of open market data and reliance on investee company projections may also make it more difficult to estimate fair value on a timely basis. Failure by the Investment Manager to identify factors affecting the sustainability of an investee company, given their private nature, could lead to the Company's shares being less attractive to investors as well as potential valuation issues in the underlying investee company. The Company's investment policy now focuses on private equity holdings resulting in them representing a larger proportion of the portfolio. |
Contracts are drafted to include obligations to provide information with regard to investee companies in a timely manner, where possible. Schroders Capital has an extensive track record of valuing privately held investments. The Company's Valuations Committee reviews all valuations of unquoted investments on a quarterly basis and the Audit and Risk Committee challenges valuation methodologies. The consideration of ESG factors (including climate change) is integrated into the investment process and reported at Board meetings. |
|
|
Liquidity |
|
|
|
Liquidity risks include those risks resulting from holding private equity investments as well as not being able to participate in follow-on fundraises through lack of available capital which could result in dilution of an investment. |
Concentration limits are imposed on single investments to minimise the size of positions, giving consideration to sector concentration. The Investment Manager considers liquidity risk when selecting investments. The Investment Manager will seek to manage cashflow such that the Company will be able to participate in follow up fundraisings where appropriate. The Board receives quarterly reports from the Investment Manager on the portfolio's liquidity. |
|
|
NAV discount |
|
|
|
The Company's shares may not trade in line with NAV, depending on factors such as supply and demand for the Company's shares, market conditions and general investor sentiment. If the Board adopts buybacks to help to manage the discount, this could reduce the Company's NAV and increase the Company's OCR. |
The Board considers the Company's fixed-life structure to be the principal mechanism for addressing the discount, which remains prevalent across investment trusts with private equity exposure. In early 2027, shareholders will have the opportunity to vote on the future of the Company, including whether it should enter a managed wind-down in the absence of alternative arrangements. In order to consider a buyback, the Board would need to take into account relevant factors and circumstances at the time. The Board monitors marketing and distribution activity regularly. |
|
|
Key person |
|
|
|
The Company's investment portfolio is managed by the Portfolio Managers and, in particular, is led by a small number of key individuals. Loss of a Portfolio Manager could affect performance and market sentiment leading to a widening discount of the share price compared with the NAV. |
The Board regularly considers key person risk and seeks assurances concerning the depth of expertise of the investment management teams which manage the Company's portfolio. The Board receives assurances from the Investment Manager regarding the Investment Manager's incentive arrangements and succession planning. |
|
|
Operational |
||
|
Reliance on key service providers |
|
|
|
The Company has no employees and the Directors have been appointed on a non-executive basis. The Company is therefore reliant upon the performance of third-party service providers. Failure of any of the Company's service providers to perform in accordance with the terms of its appointment, to protect against breaches of the Company's legal and regulatory obligations such as data protection, or to perform its obligations at all as a result of insolvency, fraud, breaches of cyber security, failures in business continuity plans or other causes, could have a material detrimental impact on the operation of the Company. Key service providers perform services that are integral to the operation of the Company and any of the Company's service providers could terminate their contract. |
Experienced third party service providers are employed by the Company under appropriate terms and conditions and with agreed service level specifications. Engagement agreements include clauses which set out the notice periods for termination. The Board receives regular reports from its service providers and the Management Engagement Committee reviews the performance of key service providers at least annually, other than the performance of the Company's external auditor, which is reviewed by the Audit and Risk Committee. The Audit and Risk Committee reviews reports on the external audits of the internal controls of certain key service providers. |
|
|
Emerging risk As reported in the Chair's statement and the Investment Manager's Report, there is much uncertainty as to the risks and opportunities associated with developments in artificial intelligence ("AI"). In the year ended 31 March 2026, this has affected some of the market comparables used to value many of the Company's investments with resulting impact on investee company valuations. Furthermore, whilst the Investment Manager expects AI to create opportunities for most portfolio companies, the Investment Manager nevertheless notes that there are always some risks relating to any new technological development. |
||
Statement of Directors' Responsibilities in respect of the Annual Report and Financial Statements
The Directors are responsible for preparing the Annual Report and Financial Statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have prepared the Annual Report and Financial Statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising Financial Reporting Standard (FRS) 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and applicable law). Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the return or loss of the Company for that period. In preparing these financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent;
• state whether applicable UK Accounting Standards, comprising FRS 102, have been followed, subject to any material departures disclosed and explained in the financial statements;
• notify the Company's shareholders in writing about the use of disclosure exemptions in FRS 102, used in the preparation of the financial statements; and
• prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements and the Directors' Remuneration Report comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Investment Manager is responsible for the maintenance and integrity of the webpage dedicated to the Company. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Directors' statement
Each of the Directors, whose names and functions are listed on pages 36 and 37 of the Annual Report, confirm that to the best of their knowledge:
• the financial statements, which have been prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), give a true and fair view of the assets, liabilities, financial position and net return of the Company;
• the Strategic Report contained in the Annual Report and Financial Statements includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces; and
• the Annual Report and Financial Statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy.
On behalf of the Board
Justin Ward
Chair
13 July 2026
Statement of Comprehensive Income
for the year ended 31 March 2026
|
|
|
2026 |
2026 |
2026 |
2025 |
2025 |
2025 |
|
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
|
Note |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
(Losses)/gains on investments held at fair value through profit or loss |
2 |
- |
(1,711) |
(1,711) |
- |
934 |
934 |
|
(Losses)/gains on Foreign exchange |
|
- |
(11) |
(11) |
- |
3 |
3 |
|
Revenue from investments |
3 |
219 |
- |
219 |
386 |
232 |
618 |
|
Other interest receivable and similar income |
3 |
17 |
- |
17 |
24 |
- |
24 |
|
Gross total return |
|
236 |
(1,722) |
(1,486) |
410 |
1,169 |
1,579 |
|
Investment management fee |
4 |
(440) |
- |
(440) |
(448) |
- |
(448) |
|
Performance fee |
4 |
- |
- |
- |
- |
- |
- |
|
Administrative expenses |
5 |
(515) |
- |
(515) |
(770) |
- |
(770) |
|
Net (loss)/return before finance costs and taxation |
|
(719) |
(1,722) |
(2,441) |
(808) |
1,169 |
361 |
|
Finance costs |
|
- |
- |
- |
- |
- |
- |
|
Net (loss)/return before taxation |
|
(719) |
(1,722) |
(2,441) |
(808) |
1,169 |
361 |
|
Taxation |
6 |
- |
- |
- |
- |
- |
- |
|
Net (loss)/return after taxation |
|
(719) |
(1,722) |
(2,441) |
(808) |
1,169 |
361 |
|
(Loss)/return per share (pence) |
8 |
(0.97) |
(2.33) |
(3.30) |
(1.09) |
1.58 |
0.49 |
The "Total" column of this statement is the profit and loss account of the Company. The "Revenue" and "Capital" columns represent supplementary information prepared under guidance issued by The Association of Investment Companies. The Company has no other items of other comprehensive income, and therefore the net (loss)/return after taxation is also the total comprehensive income for the year.
All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued in the period.
The notes on pages 65 to 79 form an integral part of these financial statements.
Statement of Changes in Equity
for the year ended 31 March 2026
|
|
Called-up |
|
|
|
|
|
|
share |
Special |
Capital |
Revenue |
|
|
|
capital |
reserve |
reserve |
reserve |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
At 31 March 2024 |
750 |
71,957 |
10,991 |
(2,371) |
81,327 |
|
Net return/(loss) after taxation |
- |
- |
1,169 |
(808) |
361 |
|
At 31 March 2025 |
750 |
71,957 |
12,160 |
(3,179) |
81,688 |
|
Net (loss) after taxation |
- |
- |
(1,722) |
(719) |
(2,441) |
|
At 31 March 2026 |
750 |
71,957 |
10,438 |
(3,898) |
79,247 |
The notes on pages 65 to 79 form an integral part of these accounts.
Statement of Financial Position
at 31 March 2026
|
|
|
2026 |
2025 |
|
|
Note |
£'000 |
£'000 |
|
Fixed assets |
|
|
|
|
Investments held at fair value through profit or loss |
9 |
80,101 |
82,231 |
|
Current assets |
|
|
|
|
Debtors |
10 |
133 |
852 |
|
Cash at bank and in hand |
10 |
473 |
799 |
|
|
|
606 |
1,651 |
|
Current liabilities |
|
|
|
|
Creditors: amounts falling due within one year |
11 |
(344) |
(1,078) |
|
Net current assets |
|
262 |
573 |
|
Total assets less current liabilities |
|
80,363 |
82,804 |
|
Creditors: amounts falling due after more than one year |
|
|
|
|
Performance fee |
|
(1,116) |
(1,116) |
|
Net assets |
|
79,247 |
81,688 |
|
Capital and reserves |
|
|
|
|
Called-up share capital |
12 |
750 |
750 |
|
Special reserve |
13 |
71,957 |
71,957 |
|
Capital reserve |
13 |
10,438 |
12,160 |
|
Revenue reserve |
13 |
(3,898) |
(3,179) |
|
Total equity shareholders' funds |
|
79,247 |
81,688 |
|
Net asset value per share (pence) |
14 |
107.24 |
110.54 |
The accounts were approved and authorised for issue by the Board of Directors on 13 July 2026 and signed on its behalf by:
Justin Ward
Chair
The notes on pages 65 to 79 form an integral part of these accounts.
Registered in England and Wales as a public company limited by shares
Company registration number: 12892325
Cash Flow Statement
for the year ended 31 March 2026
|
|
|
2026 |
2025 |
|
|
Note |
£'000 |
£'000 |
|
Net cash outflow from operating activities |
15 |
(1,502) |
(1,021) |
|
Investing activities |
|
|
|
|
Purchases of investments |
|
(16,874) |
(19,837) |
|
Sales of investments |
|
18,061 |
20,864 |
|
Net cash inflow from investing activities |
|
1,187 |
1,027 |
|
Net cash (outflow)/inflow in the year |
|
(315) |
6 |
|
Cash at bank at the beginning of the year |
|
799 |
790 |
|
Net cash (outflow)/inflow in the year |
|
(315) |
6 |
|
Exchange movements |
|
(11) |
3 |
|
Cash at bank at the end of the year |
|
473 |
799 |
Included under operating activities are dividends received during the period amounting to £295,000 (year ended 31 March 2025: £552,000) and interest receipts amounting to £17,000 (year ended 31 March 2025: £24,000).
The notes on pages 65 to 79 form an integral part of these accounts.
Notes to the Financial Statements
for the year ended 31 March 2026
1. Accounting policies
(a) Basis of accounting
Schroder British Opportunities Trust plc (the "Company") is registered in England and Wales as a public company limited by shares. The Company's registered office is 1 London Wall Place, London, EC2Y 5AU, United Kingdom.
The financial statements are prepared in accordance with the Companies Act 2006, United Kingdom Generally Accepted Accounting Practice ("UK GAAP"), in particular the Financial Reporting Standard (FRS) 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", and with the Statement of Recommended Practice "Financial Statements of Investment Trust Companies and Venture Capital Trusts" (the "SORP") issued by the Association of Investment Companies in July 2022, except for certain financial information required by paragraph 82(c) regarding unquoted holdings with a value greater than 5% of the portfolio or included in the top 10, where information is not publicly available. All of the Company's operations are of a continuing nature.
The financial statements have been prepared on a going concern basis under the historical cost convention, with the exception of investments which are measured at fair value through profit or loss. The Directors believe that the Company has adequate resources to continue operating until 31 July 2027, being at least 12 months from the date of approval of these financial statements. In forming this view, the Directors have considered the Company's controls, creditor profile, operating expenses (which are largely variable), revenue forecasts, liquidity position, including available cash and uncalled commitments, and its principal and emerging risks, supported by stress testing.
The Directors have also considered the managed wind-down resolution scheduled for early 2027, which introduces a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern.
Notwithstanding this uncertainty, the Directors have a reasonable expectation that the Company will continue to operate and meet its liabilities as they fall due. Accordingly, the financial statements have been prepared on a going concern basis, on the assumption that the Company will continue to be approved as an investment trust.
The financial statements are presented in sterling and amounts have been rounded to the nearest thousand.
The accounting policies applied to these financial statements are consistent with those applied in the financial statements for the year ended 31 March 2025.
(b) Use of judgements, estimates and assumptions
The preparation of the financial statements requires management to make estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. The resulting accounting estimates and assumptions will, by definition, seldom equal the related actual results.
Judgements, estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.
The key judgements, estimates and assumptions in the accounts are the determination of the fair values of the unquoted investments by the Investment Manager for consideration by the Directors. These estimates are key, as they significantly impact the valuation of the unquoted investments at the year end. The fair valuation process involves estimation using subjective inputs that are unobservable (for which market data is unavailable). The key judgements, estimates and assumptions are described in note 19 on page 74.
Fair value estimates are cross-checked to alternative estimation methods where possible to improve the robustness of the estimates. The risk of an over or under estimation of fair values is greater when methodologies are applied using more subjective inputs.
(c) Valuation of investments
The Company's business is investing in financial assets with a view to profiting from their total return in the form of income and capital growth. This portfolio of financial assets is managed and its performance evaluated on a fair value basis, in accordance with a documented investment objective and information is provided internally on that basis to the Company's Board of Directors. Accordingly, upon initial recognition the investments are recognised by the Company as "held at fair value through profit or loss". Investments are included initially at transaction price, excluding expenses incidental to purchase which are written off to capital at the time of acquisition. Subsequently the investments are valued at fair value, using the methodology below. This valuation process is consistent with International Private Equity and Venture Capital ("IPEV") guidelines issued in December 2022, which are intended to set out current best practice on the valuation of Private Equity investments.
(i) Investments traded in active markets are valued using quoted bid prices.
(ii) Investments which are not traded in an active market are valued using the price of a recent investment, where there is considered to have been no material change in fair value.
(iii) Where (ii) is no longer considered appropriate, investments are valued at the price used in a material arm's length transaction by an independent third party, and where there is no impact on the rights of existing shareholders.
(iv) In the absence of (iii), one of the following methods may be used:
• Revenue or EBITDA multiples, based on listed investments in the relevant sector but adjusted for lack of marketability.
• Recent transaction prices adjusted for the company's performance against key milestones.
• Option price modelling.
(v) Investments in funds are valued using the NAV per unit with an appropriate discount or premium applied to arrive at a unit price.
Purchases and sales of quoted investments are accounted for on a trade date basis. Purchases and sales of unquoted investments are recognised when the related contract becomes unconditional.
In line with FRS102 the Company's listed investments are valued at fair value, which are quoted bid prices for investments in active markets at the accounting date and therefore reflect market participants view of climate change risk on the investments held. The Company's unquoted investments at 31 March 2026 were valued using a variety of techniques consistent with the recommendations set out in IPEV guidelines. Valuations of all unquoted investments are cross-checked for reasonableness using alternative methods such as: prices of recent transactions, earnings multiples, probability weighted expected returns or option pricing models as appropriate, and are therefore deemed to reflect market participants view of climate change risk on the investments held.
(d) Accounting for reserves
Gains and losses on sales of investments are included in the Statement of Comprehensive Income and in capital reserves within "Gains and losses on sales of investments". Increases and decreases in the valuation of investments held at the year end are included in the Statement of Comprehensive Income and in capital reserves within "Holding gains and losses on investments".
Foreign exchange gains and losses on cash and deposit balances are included in the Statement of Comprehensive Income and in capital reserves.
(e) Income
Dividends receivable are included in revenue on an ex-dividend basis except where, in the opinion of the Board, the dividend is capital in nature, in which case it is included in capital.
Overseas dividends are included gross of any withholding tax.
Deposit interest outstanding at the period end is calculated and accrued on a time apportionment basis using market rates of interest.
(f) Expenses
All expenses are accounted for on an accruals basis. Expenses are allocated wholly to the revenue column of the Statement of Comprehensive Income with the following exceptions:
• Any performance fee is allocated 100% to capital.
• Expenses incidental to the purchase or sale of an investment are charged to capital. These expenses are commonly referred to as transaction costs and mainly comprise brokerage commission. Details of transaction costs are given in note 9 on page 70.
(g) Cash at bank and in hand
Cash at bank and in hand may comprise cash and demand deposits which are readily convertible to a known amount of cash and are subject to insignificant risk of changes in value.
(h) Financial instruments
Other debtors and creditors do not carry any interest, are short-term in nature and are accordingly stated at nominal value, with debtors reduced by appropriate allowances for estimated irrecoverable amounts.
Bank loans are measured at transaction price, which is the proceeds received net of direct issue costs. After initial recognition, subsequent measurement is based on amortised cost.
(i) Taxation
The tax charge for the year includes a provision for all amounts expected to be received or paid.
Deferred tax is provided on all timing differences that have originated but not reversed by the accounting date.
Deferred tax liabilities are recognised for all taxable timing differences but deferred tax assets are only recognised to the extent that it is probable that taxable profits will be available against which those timing differences can be utilised.
Deferred tax is measured at the tax rate which is expected to apply in the periods in which the timing differences are expected to reverse, based on tax rates that have been enacted or substantively enacted at the balance sheet date and is measured on an undiscounted basis.
(j) Value added tax (VAT)
Expenses are disclosed inclusive of any related irrecoverable VAT.
(k) Foreign currency
In accordance with FRS 102, the Company is required to determine a functional currency, being the currency in which the Company predominantly operates. The Board, having regard to the currency of the Company's share capital and the predominant currency in which its shareholders operate, has determined that sterling is the functional currency and the currency in which the accounts are presented.
Transactions denominated in foreign currencies are converted at actual exchange rates as at the date of the transaction. Monetary assets, liabilities and equity investments, denominated in foreign currencies at the year end, are translated at the rates of exchange prevailing at 4.00 p.m on the accounting date.
(l) Repurchases of shares into treasury and subsequent reissues
The cost of repurchasing the Company's shares into treasury, including the related stamp duty and transaction cost is dealt with in the Statement of Changes in Equity and is charged to capital reserves. Share repurchase transactions are accounted for on a trade date basis.
The sales proceeds of treasury shares reissued are treated as a realised profit up to the amount of the weighted average price of those shares and is transferred to capital reserves. Any excess of the sales proceeds over the purchase price is transferred to "share premium".
2. (Losses)/gains on investments held at fair value through profit or loss
|
|
2026 |
2025 |
|
|
£'000 |
£'000 |
|
Losses on sales of investments based on historical cost |
(4,465) |
(979) |
|
Amounts recognised in investment holding gains and losses in previous years in respect of investments sold in the year |
4,982 |
2,658 |
|
Gains on sales of investments based on the carrying value at the previous balance sheet date |
517 |
1,679 |
|
Unrealised (losses)/gain recognised in respect of investments continuing to be held |
(2,228) |
(745) |
|
(Losses)/gains on investments held at fair value through profit or loss |
(1,711) |
934 |
3. Revenue from investments
Where realised gains or losses include amounts recognised as unrealised in prior periods, an equal and opposite movement is recorded in unrealised gains or losses to avoid double counting. Accordingly, the realised/unrealised split reflects accounting movements and may differ from attribution analysis shown on page 7 of the Strategic report, which reflects underlying period performance.
|
|
2026 |
2025 |
|
|
£'000 |
£'000 |
|
Income from investments: |
|
|
|
UK dividends |
209 |
344 |
|
Overseas dividends |
10 |
42 |
|
|
219 |
386 |
|
Other interest receivable and similar revenue: |
|
|
|
Deposit interest |
17 |
24 |
|
Total revenue |
236 |
410 |
|
Capital: |
|
|
|
Special dividend allocated to capital |
- |
232 |
|
Total Income |
236 |
642 |
4. Investment management fee and performance fee
|
|
2026 |
2026 |
2026 |
2025 |
2025 |
2025 |
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Investment management fee |
440 |
- |
440 |
448 |
- |
448 |
|
Performance fee |
- |
- |
- |
- |
- |
- |
|
|
440 |
- |
440 |
448 |
- |
448 |
The bases for calculating the investment management and performance fees are set out in the Directors' Report on pages 39 and 40, and details of all amounts payable to the Manager are given in note 17 on page 72.
5. Administrative expenses
|
|
2026 |
2025 |
|
|
£'000 |
£'000 |
|
Other administrative expenses |
104 |
273 |
|
Company secretarial and administrative fee payable to Schroders |
160 |
190 |
|
Directors' fees1 |
160 |
155 |
|
Auditor's remuneration for the audit of the Company's annual accounts2 |
91 |
152 |
|
|
515 |
770 |
1Full details are given in the remuneration report on pages 50 to 52.
2Includes VAT amounting to £15,000 (2025:£25,000).
6. Taxation
(a) Analysis of tax charge for the period
|
|
2026 |
2026 |
2026 |
2025 |
2025 |
2025 |
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Taxation |
- |
- |
- |
- |
- |
- |
The Company has no corporation tax liability for the year ended 31 March 2026 (year ended 31 March 2025: nil).
(b) Factors affecting tax charge for the period
|
|
2026 |
2026 |
2026 |
2025 |
2025 |
2025 |
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Net (loss)/return before taxation |
(719) |
(1,722) |
(2,441) |
(808) |
1,169 |
361 |
|
Net (loss)/return before taxation multiplied by the Company's applicable |
|
|
|
|
|
|
|
rate of corporation tax for the year of 25.0% (31 March 2025: 25.0%) |
(180) |
(431) |
(611) |
(202) |
292 |
90 |
|
Effects of: |
|
|
|
|
|
|
|
Capital (losses)/gains on investments |
- |
428 |
428 |
- |
(234) |
(234) |
|
Income not chargeable to corporation tax |
(55) |
- |
(55) |
(96) |
(58) |
(154) |
|
Unrelieved management expenses |
235 |
3 |
238 |
298 |
- |
298 |
|
Taxation for the year |
- |
- |
- |
- |
- |
- |
(c) Deferred taxation
The Company has an unrecognised deferred tax asset of £1,821,000 (2025: £1,583,000) based on a prospective corporation tax rate of 25% (year ended 31 March 2025: 25%). This deferred tax asset has arisen due to the cumulative excess of deductible expenses over taxable income. Given the composition of the Company's portfolio, it is not likely that this asset will be utilised in the foreseeable future and therefore no asset has been recognised in the financial statements.
Given the Company's intention to meet the conditions required to retain its status as an Investment Trust Company, no provision has been made for deferred tax on any capital gains or losses arising on the revaluation or disposal of investments.
7. Dividends
The Company has reported a revenue loss after taxation of £719,000 (year ended 31 March 2025: £808,000) for the year and accordingly there is no requirement to pay dividend under section 1158 of the Corporation Act 2010.
8. (Loss)/return per share
|
|
2026 |
2025 |
|
Revenue loss (£'000) |
(719) |
(808) |
|
Capital (loss)/gain (£'000) |
(1,722) |
1,169 |
|
Total return (£'000) |
(2,441) |
361 |
|
Weighted average number of shares in issue during the year |
73,900,000 |
73,900,000 |
|
Revenue loss per share (pence) |
(0.97) |
(1.09) |
|
Capital (loss)/return per share (pence) |
(2.33) |
1.58 |
|
Total (loss)/return per share (pence) |
(3.30) |
0.49 |
9. Investments held at fair value through profit or loss
(a) Movement in investments
|
|
2026 |
2025 |
|
|
£'000 |
£'000 |
|
Opening book cost |
68,498 |
71,272 |
|
Opening investment holding gains |
13,733 |
11,820 |
|
Opening fair value |
82,231 |
83,092 |
|
Analysis of transactions made during the year |
|
|
|
Purchases at cost |
16,874 |
19,837 |
|
Sales proceeds |
(17,293) |
(21,632) |
|
(Losses)/gains on investments held at fair value through profit or loss |
(1,711) |
934 |
|
Closing fair value |
80,101 |
82,231 |
|
Closing book cost |
63,614 |
68,498 |
|
Closing investment holding gains |
16,487 |
13,733 |
|
Closing fair value |
80,101 |
82,231 |
(b) Material revaluations of unquoted investments
Year ended 31 March 2026
|
|
Opening |
|
|
|
Closing |
|
|
valuation |
|
|
|
valuation |
|
|
2025 |
Purchases |
Realisations |
Revaluation |
2026 |
|
Investment |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Expana |
10,136 |
- |
- |
(1,513) |
8,623 |
|
Arrive (formerly Easy Park) |
6,506 |
51 |
- |
1,483 |
8,040 |
|
Pirum Systems |
7,466 |
- |
- |
(144) |
7,322 |
|
CFC Underwriting |
6,245 |
158 |
(1,174) |
1,498 |
6,727 |
|
Cera Care |
7,234 |
20 |
- |
(1,070) |
6,184 |
|
CSL |
- |
5,654 |
- |
289 |
5,943 |
|
Acturis |
4,351 |
- |
- |
1,426 |
5,777 |
|
Culligan |
5,390 |
31 |
- |
202 |
5,623 |
|
JMG |
- |
4,787 |
- |
(64) |
4,723 |
|
Rapyd Financial Network |
4,339 |
- |
- |
(297) |
4,042 |
|
HeadFirst |
5,094 |
- |
- |
(2,520) |
2,574 |
|
Learning Curve |
1,850 |
6 |
- |
(974) |
882 |
|
|
58,611 |
10,707 |
(1,174) |
(1,684) |
66,460 |
Year ended 31 March 2025
|
|
Opening |
|
|
|
Closing |
|
|
valuation |
|
|
|
valuation |
|
|
2024 |
Purchases |
Realisations |
Revaluation |
2025 |
|
Investment |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Rapyd Financial Network |
6,837 |
- |
- |
(2,498) |
4,339 |
|
Cera Care |
8,046 |
20 |
- |
(832) |
7,234 |
|
Expana |
9,591 |
- |
- |
545 |
10,136 |
|
Pirum Systems |
6,884 |
- |
- |
582 |
7,466 |
|
Culligan |
5,585 |
25 |
- |
(220) |
5,390 |
|
Arrive (formerly Easy Park) |
6,171 |
30 |
- |
305 |
6,506 |
|
CFC Underwriting |
5,661 |
125 |
- |
459 |
6,245 |
|
Learning Curve |
1,556 |
152 |
- |
142 |
1,850 |
|
Graphcore |
2,533 |
- |
(3,042) |
509 |
- |
|
Acturis |
- |
4,415 |
- |
(64) |
4,351 |
|
Headfirst |
- |
3,448 |
- |
1,646 |
5,094 |
|
|
52,864 |
8,215 |
(3,042) |
574 |
58,611 |
(c) Material disposals of unquoted investments
No material disposal happened in the year ended 31 March 2026 (31 March 2025: £3,042,000).
(d) Transaction costs
The following transaction costs, comprising stamp duty and brokerage commission and legal fees, were incurred in the year:
|
|
2026 |
2025 |
|
|
£'000 |
£'000 |
|
On acquisitions |
|
|
|
Stamp duty and brokerage commission |
- |
14 |
|
On disposals |
|
|
|
Brokerage commission |
4 |
2 |
|
|
4 |
16 |
10. Current assets
Debtors
|
|
2026 |
2025 |
|
|
£'000 |
£'000 |
|
Securities sold awaiting settlement |
- |
768 |
|
Dividends and interest receivable |
- |
76 |
|
Other debtors |
133 |
8 |
|
|
133 |
852 |
The Directors consider that the carrying amount of debtors approximates to their fair value.
Cash at bank and in hand
The carrying amount of cash, amounting to £473,000 (2025:£799,000), represents its fair value.
11. Current liabilities
|
|
2026 |
2025 |
|
Creditors: amounts falling due within one year |
£'000 |
£'000 |
|
Performance fee |
- |
554 |
|
Other creditors and accruals |
344 |
524 |
|
|
344 |
1,078 |
The Directors consider that the carrying amount of creditors falling due within one year approximates to their fair value.
12. Called-up share capital
The issued share capital at the accounting date was as follows:
|
|
2026 |
2025 |
|
|
£'000 |
£'000 |
|
Ordinary Shares allotted, called up and fully paid: |
|
|
|
Opening balance of 73,900,000 (2025: 73,900,000) shares excluding shares held in treasury |
739 |
739 |
|
Closing balance of 73,900,000 (2025: 73,900,000) shares excluding shares held in treasury |
739 |
739 |
|
Shares held in treasury 1,100,000 (2025: 1,100,000) |
11 |
11 |
|
Closing balance of 75,000,000 (31 March 2025: 75,000,000) shares including shares held in treasury |
750 |
750 |
13. Capital and Reserves
Year ended 31 March 2026
|
|
|
Gains and losses |
Investment |
|
|
|
Special |
on sales of |
holding gains |
Revenue |
|
|
reserve1 |
Investments2 |
and losses3 |
Reserve4 |
|
At 31 March 2025 |
71,957 |
(1,573) |
13,733 |
(3,179) |
|
Gains on sales of investments based on the carrying value at the previous |
|
|
|
|
|
balance sheet date |
- |
517 |
- |
- |
|
Unrealised loss recognised in respect of investments continuing to be held |
- |
- |
(2,228) |
- |
|
Transfer on disposal of investments |
- |
(4,982) |
4,982 |
- |
|
Realised loss on foreign exchange balances |
- |
(11) |
- |
- |
|
Retained revenue for the year |
- |
- |
- |
(719) |
|
At 31 March 2026 |
71,957 |
(6,049) |
16,487 |
(3,898) |
Year ended 31 March 2025
|
|
|
Gains and losses |
Investment |
|
|
|
Special |
on sales of |
holding gains |
Revenue |
|
|
reserve1 |
Investments2 |
and losses3 |
Reserve4 |
|
At 31 March 2024 |
71,957 |
(829) |
11,820 |
(2,371) |
|
Gains on sales of investments based on the carrying value at the previous |
|
|
|
|
|
balance sheet date |
- |
1,679 |
- |
- |
|
Unrealised loss recognised in respect of investments continuing to be held |
- |
- |
(745) |
- |
|
Transfer on disposal of investments |
- |
(2,658) |
2,658 |
- |
|
Realised gain on foreign exchange balances |
- |
3 |
- |
- |
|
Special dividends allocated to capital |
- |
232 |
- |
- |
|
Retained revenue for the year |
- |
- |
- |
(808) |
|
At 31 March 2025 |
71,957 |
(1,573) |
13,733 |
(3,179) |
The Company's Articles of Association permit dividend distributions out of realised capital profits.
1 This is a distributable capital reserve arising from the cancellation of the share premium, and may be distributed as dividends or used to repurchase the Company's own shares.
2 This is a realised (distributable) capital reserve and may be distributed as dividends or used to repurchase the Company's own shares.
3 This reserve may include some holding gains/(losses) on liquid investments (which may be deemed to be realised) and other amounts which are unrealised. An analysis has not been made between those amounts that are realised (and may be distributed as dividends or used to repurchase the Company's own shares) and those that are unrealised.
4 A credit balance on the revenue reserve may be distributed as dividends or used to repurchase the Company's own shares.
14. Net asset value per share
|
|
2026 |
2025 |
|
Net assets attributable to shareholders (£'000) |
79,247 |
81,688 |
|
Shares in issue at the year end |
73,900,000 |
73,900,000 |
|
Net asset value per share (pence) |
107.24 |
110.54 |
15. Reconciliation of total return on ordinary activities before finance costs and taxation to net cash outflow from operating activities
|
|
2026 |
2025 |
|
|
£'000 |
£'000 |
|
Net (loss)/return before taxation |
(2,441) |
361 |
|
Capital return before taxation |
1,722 |
(1,169) |
|
Decrease/(Increase) in prepayments and accrued income |
76 |
(65) |
|
Increase in other debtors |
(125) |
(4) |
|
Decrease in creditors and performance fee payable |
(734) |
(376) |
|
Special dividends allocated to capital |
- |
232 |
|
Net cash outflow from operating activities |
(1,502) |
(1,021) |
16. Uncalled capital commitments
At 31 March 2026, the Company had uncalled capital commitments amounting to £5,680,000 (31 March 2025: £3,323,000) in respect of follow-on investments, which may be called by investee companies, subject to their achievement of certain milestones and objectives. Uncalled capital commitments are expected to be paid within two years of 31 March 2026.
17. Transactions with the Investment Manager
Under the terms of the Alternative Investment Fund Manager Agreement, the Investment Manager is entitled to receive a management fee, a company secretarial and administrative fee, and a performance fee. Details of the bases of these calculations are given in the Directors' Report on pages 39 and 40.
The management fee payable in respect of the year ended 31 March 2026 amounted to £440,000 (31 March 2025: £448,000), and £110,000 was outstanding at the year end (31 March 2025: £227,000).
Any investments in funds managed or advised by the Investment Manager or any of its associated companies, are excluded from the assets used for the purpose of the calculation and therefore incur no fee. There were £8,582,000 held in such investments at the year end (year ended 31 March 2025: £8,193,000).
No performance fee was earned for the current year (31 March 2025: £nil), and no performance fee has been paid to date.
As at 31 March 2026, a performance fee of £1,116,000 remains accrued and unpaid (31 March 2025: £1,670,000), which will continue to be deferred in accordance with the terms of the AIFM Agreement, and will be payable in future periods subject to performance conditions being met.
The company secretarial and administrative fee payable for the year amounted to £160,000 (year ended 31 March 2025: £190,000).
Company secretarial and administration fees amounting to £46,000 (31 March 2025: £81,000) were outstanding at the year end.
No Director of the Company served as a Director of any company within the Schroders Group at any time during the year.
18. Related party transactions
Details of the remuneration payable to Directors are given in the Directors' Remuneration Report on page 51 and details of Directors' shareholdings are given in the Directors' Remuneration Report on page 52. Details of transactions with the Investment Manager are given in note 17 above. There have been no other transactions with related parties during the year (31 March 2025: nil).
19. Disclosures regarding financial instruments measured at fair value
The Company's financial instruments within the scope of FRS 102 that are held at fair value include its investment portfolio.
FRS 102 requires that financial instruments held at fair value are categorised into a hierarchy consisting of the three levels below. A fair value measurement is categorised in its entirety on the basis of the lowest level input that is significant to the fair value measurement. FRS 102 requires financial instruments to be categorised into a hierarchy consisting of the three levels below.
Level 1 - valued using unadjusted quoted prices in active markets for identical assets.
Level 2 - valued using observable inputs other than quoted prices included within Level 1.
Level 3 - valued using inputs that are unobservable.
Details of the Company's policy for valuing investments and derivative instruments are given in note 1(b) on page 65 and 1(c) on pages 65 and 66. Level 3 investments have been valued in accordance with note 1(c) (i) - (v).
The valuation of Level 3 investments involves significant judgement and is subject to review and challenge by the Board, with oversight from the Valuations Committee (see Valuations Committee Report on pages 49 and 50).
Valuations are cross-checked for reasonableness to alternative multiples-based, income approaches, option pricing models or benchmark index movements as appropriate.
At 31 March 2026, the Company's investment portfolio and derivative financial instruments were categorised as follows:
|
|
2026 |
|||
|
|
Level 1 |
Level 2 |
Level 3 |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
Investment in equities & collective investment schemes |
5,059 |
8,582 |
- |
13,641 |
|
Unquoted equities |
- |
- |
66,460 |
66,460 |
|
At 31 March 2026 |
5,059 |
8,582 |
66,460 |
80,101 |
|
At 31 March 2025, the Company's investment portfolio and derivative financial instruments were categorised as follows: |
||||
|
|
2025 |
|||
|
|
Level 1 |
Level 2 |
Level 3 |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
Investments in equities & collective investment schemes |
15,427 |
8,193 |
- |
23,620 |
|
Unquoted equities |
- |
- |
58,611 |
58,611 |
|
At 31 March 2025 |
15,427 |
8,193 |
58,611 |
82,231 |
The Level 2 asset relates to the holding in Schroders Special Situations - Sterling Liquidity Plus Fund.
There have been no transfers between Levels 1, 2 or 3 during the year (year ended 31 March 2025: nil).
Movements in fair value measurements included in Level 3 during the period are as follows:
|
|
2026 |
2025 |
|
|
£'000 |
£'000 |
|
Opening fair value of Level 3 Investments |
58,611 |
52,864 |
|
Purchases at cost |
9,533 |
8,215 |
|
Sales proceeds |
- |
(3,042) |
|
Net gains on investments |
(1,684) |
574 |
|
Closing fair value of Level 3 investments |
66,460 |
58,611 |
|
Closing book cost |
47,061 |
37,528 |
|
Closing investment holding gains |
19,399 |
21,083 |
|
Closing fair value of Level 3 investments |
66,460 |
58,611 |
The Company's unquoted investments at 31 March 2026 were valued using a variety of techniques consistent with the recommendations set out in the International Private Equity and Venture Capital guidelines (IPEV). For investments held directly or via an intermediary vehicle, the Company has established its own estimate utilising widely accepted valuation methods.
The determination of fair value by the Managers involves key assumptions dependent upon the valuation technique used. The Company uses the following techniques, which are all consistent with the IPEV Guidelines. The primary technique is the "EBITDA Multiples" approach. This involves subjective inputs and therefore presents a greater risk of over or under estimation, particularly in the absence of a recent transaction. The key assumption in the EBITDA Multiples approach is that the selection of comparable companies provides a reasonable basis for identifying the relationship between enterprise value and revenue to apply in the determination of fair value. Typically between five and ten comparable companies will be selected for each investment depending on how many relevant comparable companies are identified. The resultant revenue or earnings multiples derived will vary depending on how many relevant comparable companies are identified and the industries they operate in and can vary in the range of 5.8 times to 28.0 times (based on various enterprise valuation metrics).
The price of a recent transaction may be used as an appropriate basis for estimating fair value when the investment was acquired in an orderly transaction under prevailing market conditions. This approach is particularly suitable where there have been no significant changes in the performance, financial position, or market environment of the investment since the transaction date. However, this method may not be reliable if the investment or its market has changed significantly since the transaction, or if the transaction wasn't made under normal market conditions.
Valuation techniques include the following, along with the associated range of inputs where relevant, and the total amount valued using each method. A sensitivity analysis has also been performed, applying a rate of 10% to assess the potential impact of changes in key assumptions.
As at 31 March 2026
|
Valuation technique |
Fair Value £'000 |
Key unobservable inputs |
Other unobservable inputs1 |
Multiple range |
Weighted Average range2 |
Sensitivity % |
Sensitivity to changes in unobservable inputs |
|
EBITDA/ gross profit multiple |
61,737 |
EBITDA/gross profit multiple |
a, b, c, d |
5.8 to 28.0 |
18.4 |
10 |
If the multiples changed +/- 10%, the fair value would change by +/- £6,170,000. |
|
Adjusted transaction price |
4,723 |
Premium/(discount) to last adjusted transaction price3 |
a, b |
n/a |
n/a |
10 |
If the recent transaction price changed +/- 10%, the fair value would change by +/- £470,000. |
|
|
66,460 |
|
|
|
|
|
|
As at 31 March 2025
|
Valuation technique |
Fair Value £'000 |
Key unobservable inputs |
Other unobservable inputs1 |
Multiple range |
Weighted Average range2 |
Sensitivity % |
Sensitivity to changes in unobservable inputs |
|
EBITDA multiple |
54,272 |
EBITDA revenue multiple |
a, b, c, d |
10.4 to 30.0 |
19.9 |
10 |
If the EBITDA multiples changed +/- 10%, the fair value would change by +/- £5,427,000 |
|
|
|
|
|
|
|
|
|
|
Adjusted transaction price |
4,339 |
Premium/(discount) to last adjusted transaction price3 |
a,b |
n/a |
n/a |
10 |
If the recent transaction price changed +/-10%, the fair value would change by +/- £434,000 |
|
|
58,611 |
|
|
|
|
|
|
1 Other unobservable inputs
a. Application of valuation basis
Each investment is assessed independently, and the valuation basis applied will vary depending on the circumstances of each investment. When an investment is pre revenue, the focus of the valuation will be on assessing the recent transaction and the achievement of key milestones since investment. Adjustments may also be made depending on the performance of comparable benchmarks and companies. For those investments where a trading multiples approach can be taken, the methodology will factor in revenue, earnings or net assets as appropriate for the investment, and where a suitable correlation can be identified with the comparable companies then a regression analysis will be performed.
b. Probability estimation of liquidation events
The probability of a liquidation event such as a company sale, or alternatively an initial public offering ('IPO'), is a key variable input in the transaction based and multiples based valuation techniques. The probability of an IPO versus a company sale is typically estimated from the outset to be 50:50 if there has been no indication by the company of pursuing either of these routes. If the company has indicated an intention to IPO, the probability is increased accordingly to 75% and if an IPO has become a certainty the probability is increased to 100%. Likewise, in a scenario where a company is pursuing a trade sale the weightings will be adjusted accordingly in favour of a sale scenario.
c. Selection of comparable companies
The selection of comparable companies is assessed individually for each investment at the point of investment, and the relevance of the comparable companies is evaluated at each valuation. The key criteria used in selecting appropriate comparable companies are the industry sector in which they operate, the geography of the company's operations, the respective revenue and earnings growth rates and the operating margins. Typically, between five and ten comparable companies will be selected for each investment, depending on how many relevant comparable companies are identified. The resultant revenue or earnings multiples or share price movements derived will vary depending on the companies selected and the industries they operate in.
d. Estimated sustainable earnings
The selection of sustainable revenue or earnings will depend on whether the company is sustainably profitable or not, and where it is not then revenues will be used in the valuation. The valuation approach will typically assess companies based on the last twelve months of revenue or earnings, as they are the most recent available and therefore viewed as the most reliable. Where a company has reliably forecasted earnings previously or there is a change in circumstance at the business which will impact earnings going forward, then forward estimated revenue or earnings may be used instead.
2 Weighted Average
Where a range of valuation multiples or adjustments is applied across the portfolio, a weighted average is presented. This is intended to provide a clearer indication of the typical multiple or adjustment applied, having regard to the relative significance of each investment. multiple or adjustment being applied across the portfolio.
3 Recent transaction price
Whilst a recent transaction price may be the most appropriate basis for a valuation, it will be corroborated by other techniques which factor in the unobservable inputs noted in the above table. However, the transaction price itself is observable.
20. Financial instruments' exposure to risk and risk management policies
The Company's objectives are set out on the inside front cover of this report. In pursuing these objectives, the Company is exposed to a variety of financial risks that could result in a reduction in the Company's net assets or a reduction in the profits available for dividends.
These financial risks include market risk (comprising interest rate risk and other price risk), liquidity risk and credit risk. The Directors' policy for managing these risks is set out below. The Board has oversight of the Company's risk management policy. The Company has no significant exposure to foreign exchange risk on monetary items.
The Company's classes of financial instruments may comprise the following:
• investments in shares of quoted and unquoted companies which are held in accordance with the Company's investment objective;
• short-term debtors, creditors and cash arising directly from its operations;
• bank loans or overdrafts for investment purposes and for efficient portfolio management; and
• derivatives used for investment purposes, efficient portfolio management or currency hedging.
(a) Market risk
The fair value or future cash flows of a financial instrument held by the Company may fluctuate because of changes in market prices. This market risk comprises two elements: interest rate risk and other price risk. Information to enable an evaluation of the nature and extent of these two elements of market risk is given in parts (i) and (ii) of this note, together with sensitivity analyses where appropriate. The Board reviews and agrees policies for managing these risks. The Investment Manager assesses the exposure to market risk when making each investment decision and monitors the overall level of market risk on the whole of the investment portfolio on an ongoing basis.
(i) Interest rate risk
Interest rate movements may affect the level of income receivable on cash balances and the interest payable on any loans or when overdrafts interest rates are re-set.
Management of interest rate risk
Liquidity and borrowings are managed with the aim of increasing returns to shareholders. The Company may borrow from time to time, but gearing will not exceed 10% of net asset value at the time of drawing. Gearing is defined as borrowings less cash, expressed as a percentage of net assets. However, the Company has not used any loans or overdrafts during the year (2025: Nil).
Interest rate exposure
The exposure of financial assets and financial liabilities to floating interest rates, giving cash flow interest rate risk when rates are re-set, is shown below:
|
|
2026 |
2025 |
|
Exposure to floating interest rates: |
£'000 |
£'000 |
|
Cash at bank and in hand |
473 |
799 |
The floating rate assets comprise cash deposits on call. Sterling cash deposits at call earn interest at floating rates based on Sterling Overnight Index Average rates ("SONIA").
The above year end amount is broadly representative of the exposure to interest rates during the year:
Interest rate sensitivity
The following table illustrates the sensitivity of the return after taxation for the year and net assets to a 0.25% increase or decrease in interest rates in regards to the Company's monetary financial assets and financial liabilities. This level of change is considered to be a reasonable illustration based on observation of current market conditions. The sensitivity analysis is based on the Company's monetary financial instruments held at the balance sheet date with all other variables held constant.
|
|
2026 |
2026 |
2025 |
2025 |
|
|
0.25% |
0.25% |
0.25% |
0.25% |
|
|
increase |
decrease |
increase |
decrease |
|
|
in rate |
in rate |
in rate |
in rate |
|
Income statement - return after taxation |
£'000 |
£'000 |
£'000 |
£'000 |
|
Revenue return |
1 |
(1) |
2 |
(2) |
|
Capital return |
- |
- |
- |
- |
|
Total return after taxation |
1 |
(1) |
2 |
(2) |
|
Net assets |
1 |
(1) |
2 |
(2) |
(ii) Other price risk
Other price risk includes changes in market prices which may affect the value of investments.
Management of other price risk
The Board meets on at least four occasions each year to consider the asset allocation of the portfolio and the risk associated with particular industry sectors. The investment management team has responsibility for monitoring the portfolio, which is selected in accordance with the Company's investment objective and seeks to ensure that individual stocks meet an acceptable risk/reward profile. The Board may authorise the Investment Manager to enter derivative transactions for efficient portfolio management.
Market price risk exposure
The Company's total exposure to changes in market prices at the year end comprises the following:
|
|
2026 |
2025 |
|
|
£'000 |
£'000 |
|
Investments held at fair value through profit or loss |
80,101 |
82,231 |
The above data is broadly representative of the exposure to market price risk during the year.
Concentration of exposure to market price risk
A sector and geographical analysis of the Company's investments is given on page 20. This shows a concentration of exposure to economic conditions in the United Kingdom. In addition, the Company holds 12 (31 March 2025: 10) unlisted investments amounting to approximately £66.5 million (31 March 2025: £58.6 million), or 83.0% (31 March 2025: 71.7%) of NAV.
Market price risk sensitivity
The following table illustrates the sensitivity of the return after taxation for the year and net assets to an increase or decrease of 20% in the fair values of the Company's investments. This level of change is considered to be a reasonable illustration based on observation of current market conditions. The sensitivity analysis is based on the Company exposure through equity investments and includes the impact on the management fee and performance fee, but assumes that all other variables are held constant.
|
|
2026 |
2026 |
2025 |
2025 |
|
|
20% |
20% |
20% |
20% |
|
|
increase in |
decrease in |
increase in |
decrease in |
|
|
fair value |
fair value |
fair value |
fair value |
|
Income statement - return after taxation |
£'000 |
£'000 |
£'000 |
£'000 |
|
Revenue return |
(96) |
96 |
(99) |
99 |
|
Capital return |
16,020 |
(16,020) |
16,446 |
(16,446) |
|
Total return after taxation and net assets |
15,924 |
(15,924) |
16,347 |
(16,347) |
|
Percentage change in net asset value |
20.0% |
(20.0%) |
20.0% |
(20.0%) |
(b) Liquidity risk
This is the risk that the Company will encounter difficulty in meeting its obligations associated with financial liabilities that are settled by delivering cash or another financial asset.
Management of the risk
At the year end, the Company's assets included quoted "public equity investments" amounting to £5,059,000 (31 March 2025: £15,427,000), which can be sold to meet ongoing funding requirements. The Company held "private equity investments" amounting to £66,460,000 (31 March 2025: £58,611,000). Additionally, the Company held money market instruments of £8,582,000 (31 March 2025: £8,193,000), and cash balances amounting to £473,000 (31 March 2025: £799,000).
Liquidity risk exposure
Contractual maturities of financial liabilities, based on the earliest date on which payment can be required are as follows:
|
|
2026 |
2026 |
2026 |
2025 |
2025 |
2025 |
|
|
Three |
More |
|
Three |
More |
|
|
|
months |
than one |
|
months |
than one |
|
|
|
or less |
year |
Total |
or less |
year |
Total |
|
Creditors |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Other creditors and accruals |
344 |
1,116 |
1,460 |
1,078 |
1,116 |
2,194 |
|
|
344 |
1,116 |
1,460 |
1,078 |
1,116 |
2,194 |
(c) Credit risk
Credit risk is the risk that the failure of the counterparty to a transaction to discharge its obligations under that transaction could result in loss to the Company.
Management of credit risk
This risk is not significant and is managed as follows:
Portfolio dealing
The credit ratings of broker counterparties is monitored by the AIFM and limits are set on exposure to any one broker.
Cash
Counterparties are subject to daily credit analysis by the Investment Manager. Cash balances will only be deposited with reputable banks with high quality credit ratings.
Exposure to the custodian
The Custodian of the Company's assets is J.P. Morgan Europe Limited which has long-term Credit Ratings of AA- with Fitch and A1 with Moody's. The Company's investments are held in accounts which are segregated from the Custodian's own trading assets. If the Custodian were to become insolvent, the Company's right of ownership of its investments is clear and they are therefore protected. However, the Company's cash balances are all deposited with the Custodian as banker and held on the Custodian's balance sheet. Accordingly, in accordance with usual banking practice, the Company will rank as a general creditor to the Custodian in respect of cash balances.
Credit risk exposure
The amounts shown in the statement of financial position under debtors and cash at bank and in hand represent the maximum exposure to credit risk at the year end. No debtors are past their due date and none have been provided for.
21. Capital management policies and procedures
The Company's capital management objectives are to ensure that it will be able to continue as a going concern, and to maximise the income and capital return to its equity shareholders.
The Company's capital structure comprises the following:
|
|
2026 |
2025 |
|
|
£'000 |
£'000 |
|
Equity |
|
|
|
Called-up share capital |
750 |
750 |
|
Reserves |
78,497 |
80,938 |
|
Total equity |
79,247 |
81,688 |
The Board, with the assistance of the Investment Manager, monitors and reviews the broad structure of the Company's capital on an ongoing basis. This review will include:
• the possible use of gearing, which will take into account the Investment Manager's views on the market;
• the potential benefit of repurchasing the Company's own shares for cancellation or holding in treasury, which will take into account the share price discount;
• the opportunities for issues of new shares; and
• the amount of dividend to be paid, in excess of that which is required to be distributed.
22. Post balance sheet events
As reported in the Investment Manager's Review, the Company disposed of all the remaining quoted investments held at the balance sheet date by 31 May 2026, in accordance with the change of investment policy approved by shareholders on 9 September 2025.
23. Disclosures regarding material unquoted holdings (comprising more than 5% of the portfolio and/or included in the top ten holdings) - (unaudited)
|
|
|
|
|
|
|
Total income |
|
|
|
|
Cost of the |
Fair value |
Fair value |
received in |
|
|
Description of |
Class of |
investment |
2026 |
2025 |
the year |
|
Holding |
its business |
shares held |
£'000 |
£'000 |
£'000 |
£'000 |
|
Expana |
Provides market intelligence, commodity prices and price forecasts across the agri-food supply chain |
Ordinary |
6,304 |
8,623 |
10,136 |
- |
|
Arrive (formerly Easy Park) |
Digital parking, electric vehicle charging and mobility services |
Ordinary |
2,128 |
8,040 |
6,506 |
- |
|
Pirum Systems |
Provides a secure processing hub which seamlessly links market participants together, allowing them to electronically process and verify key transaction details |
Ordinary |
5,752 |
7,322 |
7,466 |
- |
|
CFC Underwriting |
Specialist in Insurance for cyber security and tech insurance for IT consultants |
Ordinary |
2,889 |
6,727 |
6,245 |
- |
|
Cera Care |
Provides home care services for elderly people |
Ordinary |
3,483 |
6,184 |
7,234 |
- |
|
CSL |
Provider of critical connectivity services |
Ordinary |
5,654 |
5,943 |
- |
- |
|
Acturis |
Software as a Service provider for the insurance industry |
Ordinary |
4,415 |
5,777 |
4,351 |
- |
|
Culligan |
Global provider of purified drinking water dispensers |
Ordinary |
1,877 |
5,623 |
5,390 |
- |
|
JMG |
Provides risk management and ordinary wholesale broking. |
Ordinary |
4,787 |
4,723 |
- |
- |
|
Rapyd Financial Network |
Global Fintech Company |
Ordinary |
3,297 |
4,042 |
4,339 |
- |
The Company has not included certain disclosures required by paragraph 82(c) of the SORP. In particular, turnover, pre-tax profit and attributable net assets, because it is not publicly available.
24. Status of results announcement
2026 Financial Information
The figures and financial information for 2026 are extracted from the Annual Report and Financial Statements for the year ended 31 March 2026 and do not constitute the statutory accounts for that year. The Annual Report and Financial Statements include the Report of the Independent Auditors which is unqualified and does not contain a statement under either section 498(2) or section 498(3) of the Companies Act 2006. The Annual Report and Accounts will be delivered to the Registrar of Companies in due course.
2025 Financial Information
The figures and financial information for 2025 are extracted from the published Annual Report and Financial Statements for the year ended 31 March 2025 and do not constitute the statutory accounts for the year. The Annual Report and Financial Statements have been delivered to the Registrar of Companies and included the Report of the Independent Auditors which was unqualified and did not contain a statement under either section 498(2) or section 498(3) of the Companies Act 2006.
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.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
Latest directors dealings
- 2 hours ago ASOS
- 3 hours ago MJ Gleeson
- 3 hours ago Rolls-Royce Holdings
- 3 hours ago Crest Nicholson Holdings
- 4 hours ago Naked Wines