Annual Financial Report
Summary by AI BETAClose X
MIGO Opportunities Trust plc
Annual Report
for the year ended 30 April 2026
MIGO Opportunities Trust plc (“MIGO” or the “Company”) today announces
Results for the year ended 30 April 2026
The financial information set out below does not constitute the Company’s statutory accounts for the years ended 30 April 2026 or 2025 but is derived from those accounts. Statutory accounts for 2025 have been delivered to the Registrar of Companies, and those for 2026 will be delivered in due course.
The Auditor has reported on those accounts; their reports were (1) unqualified; (2) did not include any reference to any matters to which the Auditor drew attention by way of emphasis without qualifying their report; and (3) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.
Performance Summary
Financial Highlights
|
|
As at
|
As at
|
% movement |
|
Net asset value (“NAV”) per share* |
413.1p |
342.5p |
20.6% |
|
Share price |
398.5p |
327.0p |
21.9% |
|
Share price discount to NAV per share* |
(3.5)% |
(4.5)% |
|
|
Net assets |
70.1m |
65.9m |
6.4% |
|
NAV volatility* |
6.8% |
8.9% |
|
|
Gearing* |
14.3% |
15.2% |
|
|
Ongoing charges ratio (excluding performance fees)* |
1.4% |
1.7% |
|
|
Ongoing charges ratio (including performance fees)* |
1.7% |
1.7% |
|
* Alternative Performance Measure (“APM”), see Glossary.
For commentary in respect of the above figures and the Company’s performance during the year please see the Chairman’s Statement, the Investment Manager’s Report and the overview of the key performance indicators.
Total Return Performance to 30 April 2026
|
|
1 year |
3 years |
5 years |
10 years |
Since Launch** |
|
Net Asset Value* |
20.6% |
27.2% |
20.9% |
129.1% |
329.5% |
|
Share price* |
21.9% |
26.5% |
16.6% |
145.6% |
293.5% |
|
SONIA plus 2% |
6.1% |
27.0% |
32.5% |
54.0% |
141.5% |
* Alternative Performance Measure, see Glossary.
** 6 April 2004.
Source: Morningstar.
Chairman’s Statement
Overview of the year
RICHARD DAVIDSON
“I am pleased to report that the Company’s net asset value (“NAV”) and share price total returns were +20.6% and +21.9% respectively. The Company’s discount to NAV stood at 3.5% at the year end.”
Introduction
I am pleased to present the Annual Report for MIGO Opportunities Trust plc (“MIGO” or the “Company”) covering the year ended 30 April 2026. The past year has been one of transition and evolution for the Company, following the significant developments to our portfolio management team and strategy structure.
Tom Treanor and Charlotte Cuthbertson have now been managing the Company’s portfolio together since June last year, after the retirement of Nick Greenwood. The Board will assess performance of the portfolio over the medium term but we are very encouraged by how Tom and Charlotte have worked over the year to implement the refined strategy and position the portfolio for future returns.
A More Focused and Active Strategy
During the year under review, the Company has transitioned towards a higher-conviction portfolio, reflecting the strategic changes agreed with AVI. The increased focus on approximately 10–15 core holdings (the total portfolio will have a higher number), has enabled a more concentrated and impactful approach to capital allocation.
While the process of repositioning has been carried out in an orderly manner, mindful of market conditions and existing investment horizons, good progress has been made in reducing the number of holdings and increasing position sizes in those opportunities offering the most attractive risk - reward characteristics. The portfolio transition is now complete.
A more concentrated approach is designed to enhance engagement with investee companies, allowing MIGO to play a more active role in unlocking value where discounts to net asset value remain unjustifiably wide. This has resulted in a move away from equity trusts to alternative assets. The Board believes that such an approach is well-suited to the current environment in the investment trust sector.
Alignment of Interests and Capital Discipline
The revised fee structure agreed with AVI last year has now also been in place since June. The reduction in the base management fee, combined with the introduction of a performance - linked component subject to a hurdle and high watermark, ensures a closer alignment of interests between shareholders and the Investment Manager.
In addition, the requirement for AVI to reinvest a proportion of any performance fees into MIGO shares further strengthens this alignment and demonstrates confidence in the long-term prospects of the Company.
Market Environment and Performance
In the year to 30 April 2026 the investment trust sector has remained under pressure, with discounts across the sector still elevated relative to long-term averages.
However, this backdrop provides a fertile hunting ground for MIGO’s strategy, with numerous attractive opportunities arising from pricing inefficiencies rather than deterioration in underlying fundamentals. Boards have been addressing the discount level and the number of share buybacks, mergers, take privates, tender offers and other shareholder-friendly measures have been elevated for at least two years. This trend should benefit the patient trust investor.
There has also been some significant corporate activist interest in the investment trust sector, bringing new capital into the sector while discounts remain wide. Where these market participants share our values and are pushing for shareholder-friendly measures alongside our managers, we welcome this.
Against this backdrop, I am pleased to report that the Company’s net asset value (“NAV”) and share price total returns were +20.6% and 21.9% respectively, compared to a rise in the Company’s formal cash benchmark, SONIA plus 2%, of 6.1%. The Company’s discount to NAV stood at 3.5% at the year end, compared to 4.5% a year ago.
A detailed review of portfolio activity and performance is provided in the Investment Manager’s Report..
Dividend
The results attributable to shareholders for the year ended 30 April 2026 are shown in the Financial Statements. Due in large part to an increase in exposure to higher yielding investments, the Company made a revenue account profit this year and, as a result, under investment trust rules regarding distributable income, a final dividend must be paid to comply with those rules.
Subject to shareholders’ approval at the forthcoming Annual General Meeting (“AGM”), a final dividend of 2.00p per share will be paid on 5 October 2026 to shareholders on the register as of 4 September 2026. The associated ex-dividend date will be 3 September 2026.
This is only the fourth dividend to be paid in the history of the Company. Shareholders will be aware that it is the Company’s investment policy to pursue capital growth for shareholders and to pay dividends only to the extent required to maintain investment trust status.
Shareholders should not, therefore, expect the dividend to necessarily continue at current levels nor make up a significant proportion of the total return generated by your Company. Subject to the investment trust rules, any dividends and distributions will always be at the discretion of the Board.
Shareholder Engagement and Capital Management
The Board is committed to maintaining an active share buyback programme to manage the discount to NAV, increase liquidity in our shares and enhance shareholder value. We believe that buying back shares at a discount—particularly when the underlying portfolio itself trades at a discount—is accretive to shareholders.
The three-yearly realisation opportunity remains an important feature of the Company’s structure and provides shareholders with periodic liquidity. The next such opportunity will be offered next year in line with the Company’s Articles of Association.
Articles of Association
Following recent market guidance and a review of the Company’s governance arrangements, a resolution is to be proposed to shareholders at the Company’s AGM to adopt new Articles of Association. The new provisions of the Company’s Articles of Association include those that are intended to strengthen the Company’s governance framework and ensure that the Board has appropriate protections and flexibility to respond effectively to unforeseen circumstances arising at shareholder meetings, including scenarios where insufficient directors are elected. The Board is committed to maintaining a robust and effective system of governance and to engaging constructively with shareholders. Further details of the changes are set out on page 38 of the Annual Report.
Annual General Meeting
The Company’s AGM this year will be held on Thursday, 17 September 2026 at 12 noon at 25 Southampton Buildings, London WC2A 1AL. The notice convening the AGM can be found at the back of this document, together with an explanation of all resolutions. The Directors look forward to meeting shareholders.
Outlook
Looking ahead, the Board remains optimistic about the prospects for MIGO. The strategic changes implemented over the past year have created a more focused, agile and aligned investment vehicle, well positioned to take advantage of the opportunities presented by persistently wide discounts across the investment trust sector.
We believe that the Investment Manager’s increasingly active and engaged approach, combined with a disciplined capital framework, will support the delivery of attractive long-term returns for shareholders.
On behalf of the Board, I would like to thank our shareholders for their continued support and to reiterate the Board’s belief that the Company will generate attractive long-term returns for shareholders.
Richard Davidson
Chairman
13 July 2026
MIGO 2.0 Transition Update
TOM TREANOR
CHARLOTTE CUTHBERTSON
Q&A with the Portfolio Managers of MIGO Opportunities Trust
Charlotte Cuthbertson and Tom Treanor on the portfolio changes and how engagement is core to the strategy.
Q What prompted the changes to MIGO in 2025?
A The changes were driven by several events: the move to Asset Value Investors in 2023, the retirement of co-manager Nick Greenwood in 2025 and the wealth manager consolidation. These events created an opportunity to review how the Company was managed and ensure it was positioned to maximise shareholder value in a significantly changed market environment.
Q How had market conditions changed?
A Rising interest rates shifted investor focus back to traditional income sources, reducing demand for alternative trusts. At the same time, wealth manager consolidation and regulatory changes (including EU cost disclosure rules) further weakened demand. As a result, investment trusts were trading at discounts not seen since the 2008 Global Financial Crisis which we believe creates opportunity and we wanted to reinvigorate the strategy to be able to take advantage of this for shareholders.
Q What were the main portfolio changes introduced?
A The portfolio changes focused on two key areas:
- Increasing exposure to alternative assets in the UK where discounts were particularly wide
- Increasing concentration by allocating more capital to high-conviction ideas. This approach was designed to enhance potential shareholder returns.
- A greater focus on corporate events to unlock value, including our own activism
Q What changes were made to the trust structure?
A Several steps were taken to better align with shareholders:
- The base management fee was reduced to 35 basis points per annum
- A performance fee was introduced
- A capital redemption mechanism was added, capping NAV at £150 million and allowing excess capital to be returned to shareholders
Q How has the portfolio evolved since the transition?
A The portfolio is now more concentrated, with holdings reduced from around 50 to 35. The top ten holdings account for roughly two-thirds of NAV, and the top twenty represent over 90%. This is consistent with our target of 10-15 core holdings (the total portfolio will contain more) and reflects a more focused, high-conviction approach.
Q What role does engagement with portfolio companies play?
A Engagement is central to the strategy. The team works closely with boards and managers to identify ways to narrow discounts to NAV, often focusing on capital allocation. While most engagement is private, in some cases—such as with HarbourVest Global Private Equity (HVPE)—the team has gone public to encourage change and improve shareholder outcomes.
Q What is the outlook for MIGO going forward?
A We think the outlook is extremely attractive. Discounts in the alternative sector remain wide, and there is strong potential for corporate activity and engagement-driven value creation. With relatively low exposure to broader equity markets, returns are expected to be driven more by specific portfolio events than general market movements, especially in a context of high valuations and geopolitical uncertainty.
Q How are you communicating this to investors?
A Communication with investors is incredibly important to us. We try to use every opportunity to explain what we’re doing and why. Alongside our monthly newsletter and regular LinkedIn updates, we produce videos for our YouTube channel, appear on podcasts and speak at conferences where we think we can add value. Just as importantly, we spend a great deal of time meeting investors in person - whether that’s in London or travelling around the UK to host regional lunches and attend events. We believe these conversations are one of the best ways to share our thinking, explain our strategy and build long-term relationships with shareholders. Transparency, clarity and consistency in how we communicate with investors are at the heart of everything we do.
Investment Manager's Report
Manager’s Commentary
CHARLOTTE CUTHBERTSON
TOM TREANOR
“... more difficult markets are where MIGO often comes into its own.”
US policy decisions have had a significant impact on financial markets over the year. In April 2025, markets were contending with “Liberation Day” on which President Trump announced a raft of tariffs with the goal of boosting American manufacturing. In April 2026, the backdrop is dominated by the war in Iran which has resulted in the closure of the Strait of Hormuz and thrown global energy markets into turmoil. MIGO’s portfolio of discounted investment trusts, which has an overall low level of underlying listed equity exposure, has managed to weather the storms well and generate respectable absolute returns with NAV volatility below that of equity markets.
Elsewhere, AI capex continues to buoy indices, particularly in the US, Taiwan and Korea where we have seen spectacular returns from chipmakers and large technology companies. On the other side of the ledger, sectors that are seen as being particularly susceptible to AI disruption have been hit hard, with a rout in software companies whose deep moats and sticky subscription-based revenues became seen as vulnerable to AI disruption. Our look-through software exposure is low and derives from our investments in listed private equity funds trading at material discounts to NAV. We do not see a definitive end to these concerns in the short term, noting how difficult it is to disprove a negative. The key concern is around terminal values so continued strong financial performance alone is unlikely to be sufficient to calm fears.
While digital businesses with proprietary data sets and deep domain expertise embedded in workflows in industries with strong regulatory and compliance requirements are likely least vulnerable, a large dose of humility is required when making such assessments in the face of a technology with such potential to transform the way in which we all work. Accordingly, MIGO’s portfolio is constructed to ensure the bulk of our prospective returns likely derive from idiosyncratic events and valuation anomalies than from high conviction calls on big debates such as this one.
We “relaunched” MIGO in June 2025, unveiling a revised approach that saw us move to a more concentrated portfolio with 10-15 core holdings (total portfolio will contain more), and a greater focus on activism and engagement to drive returns. MIGO began the financial year with 46 holdings, 45% of NAV invested in the top ten, and 74% in the top twenty. We ended the period with 62%, and 92% respectively, and the transition is now complete. While low portfolio turnover has become somewhat fetishised by some, we contend that high churn for an event - driven strategy such as ours is a sign of success as catalysts come to fruition and returns are crystallised.
As part of this process, MIGO’s underlying listed equity exposure has reduced from 28% to 5%. This was partly due to the lack of value we saw in equity trusts, with the average discount having tightened to single digits. Furthermore, we believe that there are significantly more inefficiencies to exploit in alternative asset funds given the greater subjectivity around NAVs and the corresponding amount of due diligence and analysis required.
MIGO returned 21.9% in share price terms with its NAV per share up 20.6% in comparison our benchmark SONIA +2% which returned 6.1%.
Contributors
Baker Steel Resources Trust (BSRT) was the largest contributor over the year (adding 641bps), with its NAV doubling and its shares rising 151% as the discount tightened from 42% to 27%. We reduced our position over the year into this strength. Gold and silver prices spiked in early 2025 and other metals such as tungsten and tin have also moved higher bolstering the listed portion of BSRT’s portfolio. The private holdings also made good progress during the year with the refinancing of Futura, a thermal coal miner in Australia, which will enable the company to bring both mines into full production.
Despite the strong performance from the shares, the discount remains wide. We have been engaged with the board on the need for a more stringent capital allocation policy. BSRT began its first ever share buyback programme in Q1-26, and followed this up with the announcement of a revised capital allocation policy in April that will see 5% of NAV returned each year via a 3% of NAV dividend (a 4% dividend yield on share price as at the end of the period) with the balance delivered via share buybacks or additional dividends. Furthermore, there is now a commitment to return 50% of the net profits from material exits via tender offers if the shares are trading at a discount in excess of 25%. We believe this implicit discount target to be lacking in ambition and will continue to engage with the Board.
During the year from April 2025, shares in Georgia Capital (CGEO) were up 142% and the discount narrowed from 44% to 18%, with the investment contributing 425bps to MIGO’s NAV return. Post period end, we sold the last of our holding on the back of further discount tightening and gains in NAV. CGEO’s largest holding, Lion Finance (formerly Bank of Georgia) had performed particularly well but, after some extraordinary performance, it no longer looked as cheap trading at around 2x book value. Our investment in CGEO generated a 24% IRR and 183% total return over its life (we first acquired shares in 2019).
VH Global Energy Infrastructure (ENRG) contributed 301bps to returns as its discount narrowed from 46% to 31% which compounded with a 6% NAV return. ENRG owns a portfolio of energy transition assets across multiple geographies such as Brazil, Australia and the US. In August 2025, the company moved into an orderly wind-down having languished on a wide discount for a couple of years. ENRG’s mix of technologies and geographical spread coupled with its small size meant it struggled to attract investors, especially once interest rates and inflation increased in a backdrop where even much larger and more liquid trusts floundered. M&A transactions and public market comparables are supportive of carrying values, and we note the management team are highly aligned with shareholders via an incentive fee structure that rewards early exits at strong valuations. Our extensive modelling of the wind-down scenarios indicates an attractively asymmetric return profile.
Seraphim Space (SSIT) has had a spectacular recovery in 2025/26. We first invested in SSIT at an extreme discount to NAV in late 2023 and sold out in July 2025 having generated a healthy 40% IRR. One of the hardest things for fund managers is to buy back into something at a higher price than you sold but we overcame this psychological hurdle to re-establish a position in January 2026 at what was a single-digit premium to reported NAV. Its largest holding ICEYE had won a key contract with Germany’s armed forces and, in our view, appeared extremely undervalued at its reported carrying value. We believed that using a more appropriate valuation put the shares on a discount to NAV. This was subsequently vindicated with ICEYE’s valuation written up 300% since our reinvestment.
Excitement around the SpaceX IPO has helped fuel a boom in space technology companies and SSIT and the listed portion of its underlying portfolio has benefited. This is a trust where retail excitement and disillusionment can see the share price swing wildly. We are therefore very active on trading this position, highlighting MIGO’s ability to add value in this way. Over the period covered by this report, SSIT added 278bps to MIGO’s NAV.
Detractors
Both our US solar trusts, US Solar Fund (USF) and Ecofin US Renewable Infrastructure (RNEW), were detractors (deducting 114bps and 90bps respectively). The Big Beautiful Bill, passed by President Trump in July 2025 removed a lot of support for the US renewable energy sector and we saw the market slump in response. Higher interest rates, a buyers’ market and lower power prices created a difficult backdrop for US solar funds looking to sell assets.
RNEW was pushed into wind-down in 2024 following poor performance and a sustained widening of the discount. Exacerbating the weak backdrop were several idiosyncratic issues with the underlying portfolio (including damage to an asset from a whirlwind and cables being chewed through by rodents). This resulted in several write downs in the portfolio and assets sold below carrying values.
Similarly, USF has been up for sale for some time but has struggled with poor operational performance and in March announced that the dividend had been “paused” while generation from the portfolio was reassessed. Post period end, however, USF announced it had received a non - binding letter of intent from a prospective buyer to whom it has granted a 90-day exclusivity period. USF’s share price responded well and we await the outcome of negotiations with interest, noting on both sides of the ledger that the volatile geopolitical and regulatory backdrop makes failed deals more likely but that USF’s NAV, to which its shares still trade at a material (39%) discount, implies a per megawatt (MW) valuation for the portfolio substantially lower than the cost to build new assets.
Chrysalis (CHRY) detracted 70bps from MIGO’s NAV, largely due to a widening discount. The weak share price seemed initially attributable to the shares being caught up in the AI disruption/tech sell off. In our view, CHRY’s portfolio companies have little in common with the software as a service (‘Sas’) businesses in the market’s firing line. While Starling Bank, CHRY’s largest holding, has a SaaS-style subsidiary called Engine which provides banking software to third-party clients, this is still a nascent part of Starling’s current value (although it certainly does have the potential to grow into a more meaningful value driver). Furthermore, we do not expect businesses with such deep specialist domain knowledge, operating in arguably the most regulated and risk-averse industry, to have their business models disrupted by ‘DIY’ tools.
It is a matter of public record that we have been engaged with CHRY’s board on the company’s future, and as such we were supportive of the proposals announced in February 2026 that would see the company adopt an orderly realisation policy with no new investments being made. These proposals were approved by shareholders at a meeting in late-March.
Ahead of this, CHRY’s shares took a leg down when it was disclosed that the board had been unable to reach an agreement with the existing management team on commercial terms for them to continue in their roles. Just after the period end, it was confirmed that the company will be adopting a self-managed structure. We are confident that the board has the necessary skills, mindset and experience to oversee the realisation process, particularly with the recent appointment of an AVI-proposed director, Sam Dobbyn. We added to the position over the period and see scope for highly attractive prospective returns from here.
Aquila European Renewables (AERI), which deducted 158bps from MIGO’s NAV over the period, has been a disappointing investment. The trust owns a portfolio of renewable energy assets in Europe, mainly in the Nordics, Iberia and Portugal, and went into a wind-down process in 2024 after falling to a wide discount. The thesis behind our investment was that the manager, Aquila, which has several private funds investing in renewable energy, would likely take the assets in-house at a modest discount to the then NAV. Although this would have been the most expedient solution, the slow pace of the wind-down and discord between the manager and the board has seen the portfolio sold off piecemeal over an extended period during which the backdrop for the assets deteriorated significantly. With several returns of capital, however, the position is now a much smaller part of the portfolio, and we watch with interest to see if the newly-installed directors, Robert Naylor and Christopher Mills, can repeat their prior success in resolving difficult corporate situations.
Changes
Corporate activity in the investment trust sector continues to be a key theme and we benefited from a bid for Augmentum Fintech (AUGM) from a European fintech investor in February 2026. Although the offer was at a steep discount to the stated NAV, it was still at a material uplift to the prevailing share price. We have seen some arguments that a managed wind-down of the portfolio would have ultimately returned more for investors, but such an approach is not without execution risk. In an environment where we are not short of new targets, we were content to book our uplift and redeploy the proceeds elsewhere. AUGM added 122bps to returns over the period.
Over the period, we established positions in several listed private equity funds, including names such as Pantheon International (PIN) and Harbourvest Global Private Equity (HVPE). Our thesis here rested on the arbitrage available between the gap between the discounts on the funds themselves and where secondary sales of PE stakes were exchanging hands. Both PIN and HVPE were significant contributors to performance, adding 115bps and 92bps to returns respectively. We wrote an open letter to the board and shareholders of HVPE calling for a prioritising of shareholder returns over new investments. The board’s response was to introduce a sector-leading commitment to distributions under which 100% of secondary sale proceeds will be allocated to tenders and buybacks.
At time of writing, we are unsure how impactful the US war with Iran will be on global markets. Higher inflation, fewer rate cuts and most probably rate increases are likely but the extent of these is uncertain and dependent on how quickly a deal can be reached. Market returns have also been very concentrated around one theme: AI capital expenditure. Should we see any change in the optimism of investors around this theme, markets could see a sharp correction.
Although higher interest rates and inflation will be a headwind, more difficult markets are where MIGO often comes into its own. With a portfolio that has low underlying equity market exposure, carefully constructed to benefit from idiosyncratic events and heightened corporate activity in the investment trust sector, we believe MIGO is particularly well suited to successfully navigate the current market backdrop and remind investors of the value of MIGO’s place in their portfolios.
Charlotte Cuthbertson
Tom Treanor
Asset Value Investors Limited
13 July 2026
Our Top 10 Holdings
Focus on complex asset classes
The top ten equity investments make up 58.6% of the total portfolio, with operating businesses spread across a range of sectors.
.
TOP 10 SHARE OF MIGO’s TOTAL PORTFOLIO
|
% of MIGO net assets |
|
|
Top 10 |
56.8% |
|
Other holdings |
41.4% |
|
|
100.0% |
Visit our investment platforms: www.assetvalueinvestors.com/MIGO/how-to-invest/platforms/
01. VH GLOBAL ENERGY INFRASTRUCTURE
12.7% of portfolio (2025: 3.9%)
31% discount
An esoteric mix of renewable energy and energy transition assets spanning Brazil, US, UK and Australia. Following a sustained period of trading at a wide discount to NAV, ENRG adopted a managed wind-down process in 2025. In particular, the largest assets, a Brazilian hydro plant and US Terminal Storage, should be attractive to strategic buyers, and transaction comparables support current holding values.
Source / VH Global Energy
02. GRESHAM HOUSE ENERGY STORAGE FUND
7.8% of portfolio (2025: 5.6%)
33% discount
Now the largest pure-play battery storage company in the UK, GRID has had a chequered history with its share price cratering in 2023 after weak market pricing resulted in a dividend suspension. The trust is currently two years into a three-year augmentation programme which we anticipate should add substantial value to NAV per share. Should the company’s rating not improve organically, we believe it is a likely M&A target.
Source / Unsplash.com
03. CHRYSALIS INVESTMENTS
6.7% of portfolio (2025: nil)
44% discount
Chrysalis was launched back in 2018 to provide investors with access to the pre-IPO returns from young fast-growing companies that were choosing to stay private for longer. The trust fell to a wide discount in 2022 following the collapse of lofty valuations achieved by the portfolio companies during the Covid boom. AVI played a key role in steering the company towards the adoption of a managed run-off policy in early 2026 and, with the trust currently sitting on a wide discount, we anticipate this could be a profitable process.
Source / Starling Bank Limited
04. BAKER STEEL RESOURCES TRUST
5.6% of portfolio (2025: 4.9%)
28% discount
Owns a portfolio of both listed and private mining prospects covering a variety of commodities including coal, cement and tungsten. Despite a fantastic year of performance, the trust still sits on a wide discount. However, with several of their projects reaching maturity and set to return cash either as dividend payments or through asset or company sales, the new capital allocation policy will ensure a material proportion of these gains will be used for share buybacks and/or tender offers.
Source / Baker Steel Capital
05. PANTHEON INTERNATIONAL
5.2% of portfolio (2025: 0.5%)
27% discount
Listed private equity trusts have languished on wide discounts in recent years as portfolio company exits have dried up amid concerns around valuation and debt levels after a decade of low interest rates. There had become, however, a clear arbitrage between where stakes of funds could be sold in the private secondary market and where listed PE trusts were trading. AVI set about a period of constructive (and successful) engagement with the boards of these vehicles to make the case for such a course of action.
Source / Unsplash.com
06. BLUEFIELD SOLAR INCOME FUND
4.6% of portfolio (2025: nil)
20% discount
One of three UK-listed solar funds, the company suffered from the weak investor demand for renewable assets that has plagued the sector over the last several years. In an attempt to turn its fortunes around, the board put forward a proposed internalisation which the market took badly. The shares fell, and it was clear to us that a strategic review would result in the company being put up for sale. We thought the development pipeline would likely be attractive to buyers, particularly its large proportion of battery storage assets. Post period end, the company was sold to Drax at a large premium to the prevailing share price.
Source / iStock Credit: Airubon
07. HARBOURVEST GLOBAL PRIVATE EQUITY
4.6% of portfolio (2025: nil)
27% discount
Another of our listed private equity exposures, with a similar theme to Pantheon International. HVPE has announced a raft of shareholder friendly measures to try and narrow the discount including a tender offer and buybacks post a secondary fund sale.
Source / Harbourvest Global Private Equity
08. GCP ASSET BACKED INCOME FUND
4.5% of portfolio (2025: nil)
16% discount
Launched in 2015, GABI provided income to investors through lending on student accommodation and other specialist commercial real estate assets. Following a rejected bid, the company adopted a managed wind-down which is now into its final innings.
Source / Unsplash.com
09. TAYLOR MARITIME
3.5% of portfolio (2025: nil)
12% discount
Taylor Maritime owns a fleet of ships, mainly dry bulkers. With shipping perceived as viciously cyclical, the company has at times traded at a wide discount to NAV. In 2024 it acquired Grindrod Shipping which expanded their fleet but left them highly geared. After paying down debt via vessel sales and transitioning to an operating company in 2025, the managers bowed to shareholder feedback and decided to adopt a wind-down process. Disruption from the Iran War has improved the backdrop for shipping rates and we are hopeful for a good outcome despite higher than expected provisions for realisation costs.
Source / Taylor Maritime – HBGE
10. HOME REIT
3.4% of portfolio (2025: nil)
41% discount
Possibly the bête noir of the trust sector, Home REIT owned a portfolio of social housing. After a high profile scandal, the trust was delisted whilst the portfolio was sold. Now effectively a cash shell with only a few properties left to sell at auction, the trust sits on a discount of c.40%. Although there is clear value, a potential legal claim against the company is making investors cautious. Our research suggests this caution is overdone. We bought shares prior to relisting and have built the position up further as investors have looked to sell their stakes.
Source / Home REIT
10 Year Record
10 YEAR RECORD
|
As at 30 April |
2026 |
2025 |
2024 |
2023 |
2022 |
2021 |
2020 |
2019 |
2018 |
2017 |
|
NAV per share |
413.1p |
342.5p |
362.6p |
328.6p |
362.6p |
345.9p |
223.1p |
275.6p |
276.4p |
248.7p |
|
Share price |
398.5p |
327.0p |
346.0p |
318.5p |
355.5p |
346.0p |
214.0p |
276.5p |
273.0p |
242.3p |
|
Share price (discount)/premium to NAV per share |
(3.5)% |
(4.5)% |
(4.6)% |
(3.1)% |
(2.0)% |
0.0% |
(4.1)% |
0.3% |
(1.2)% |
(2.6)% |
|
Total net assets (£m) |
70.1 |
65.9 |
81.7 |
79.8 |
94.7 |
93.1 |
62.6 |
77.2 |
75.2 |
62.9 |
|
Gearing |
14.3% |
15.2% |
6.1% |
– |
– |
2.1% |
– |
– |
6.7% |
8.0% |
Portfolio Valuation
As at 30 April 2026
|
Company |
Investment Sector |
Region |
Valuation
2026
|
%
|
|
VH Global Energy Infrastructure† |
Alternatives |
Global |
9,444 |
12.7 |
|
Gresham House Energy Storage Fund |
Alternatives |
UK |
5,842 |
7.8 |
|
Chrysalis Investments† |
Alternatives |
Global |
4,962 |
6.7 |
|
Baker Steel Resources Trust |
Alternatives |
Global |
4,178 |
5.6 |
|
Pantheon International |
Private Equity |
Global |
3,874 |
5.2 |
|
Bluefield Solar Income Fund |
Alternatives |
UK |
3,456 |
4.6 |
|
HarbourVest Global Private Equity |
Private Equity |
Global |
3,456 |
4.6 |
|
GCP Asset Backed Income Fund† |
Private Debt |
UK |
3,359 |
4.5 |
|
Taylor Maritime† |
Alternatives |
Global |
2,587 |
3.5 |
|
Home REIT† |
Property |
UK |
2,513 |
3.4 |
|
Top ten investments |
|
|
43,671 |
58.6 |
|
US Solar Fund† |
Alternatives |
North America |
2,415 |
3.2 |
|
RM Infrastructure Income† |
Private Debt |
UK |
2,394 |
3.2 |
|
Ecofin US Renewables Infrastructure Trust† |
Alternatives |
North America |
2,327 |
3.1 |
|
Phoenix Spree Deutschland† |
Property |
Europe |
2,118 |
2.8 |
|
Real Estate Investors*† |
Property |
UK |
2,100 |
2.8 |
|
Oakley Capital Investments |
Private Equity |
Europe |
2,081 |
2.8 |
|
Social Housing REIT |
Property |
UK |
2,043 |
2.7 |
|
Schroder British Opportunities Trust† |
Private Equity |
UK |
1,907 |
2.6 |
|
Octopus Renewables Infrastructure Trust |
Alternatives |
Global |
1,724 |
2.3 |
|
Hansa Investment Co 'A' Share |
Equity |
Global |
1,636 |
2.2 |
|
Top twenty investments |
|
|
64,416 |
86.3 |
|
Marwyn Value Investors |
Equity |
UK |
1,308 |
1.8 |
|
Aquila European Renewables† |
Alternatives |
Europe |
1,288 |
1.7 |
|
Seraphim Space Investment |
Private Equity |
Global |
1,269 |
1.7 |
|
Symphony International Holdings† |
Equity |
Global |
1,079 |
1.5 |
|
Hansa Investment Co |
Equity |
Global |
1,039 |
1.4 |
|
Partners Group Private Equity |
Private Equity |
Global |
1,039 |
1.4 |
|
Picton Property Income |
Property |
UK |
1,003 |
1.4 |
|
Ground Rents Income Fund† |
Property |
UK |
712 |
1.0 |
|
Dunedin Enterprises Investment Trust† |
Private Equity |
Global |
488 |
0.7 |
|
GCP Infrastructure Investments |
Alternatives |
UK |
304 |
0.4 |
|
Top thirty investments |
|
|
73,945 |
99.3 |
|
JPEL Private Equity† |
Private Equity |
Global |
216 |
0.3 |
|
Macau Property Opportunities Fund† |
Property |
Asia Pacific |
133 |
0.2 |
|
NextEnergy Solar Fund |
Alternatives |
Global |
92 |
0.1 |
|
Abrdn Property Income Trust† |
Property |
UK |
61 |
0.1 |
|
Reconstruction Capital II† |
Private Equity |
Europe |
30 |
0.0 |
|
Total investments in the portfolio |
|
|
74,477 |
100.0 |
|
Other current liabilities (including net debt) |
|
|
(4,367) |
|
|
Net asset value |
|
|
70,110 |
|
* AIM/NEX Listed
† In liquidation, in a process of realisation or has a fixed life.
Portfolio Analysis
As at 30 April 2026
Portfolio by geographical exposure – April 2026
|
|
2026 |
2025 |
|
Global |
52.9% |
33.5% |
|
UK |
38.5% |
25.6% |
|
Europe |
7.8% |
23.8% |
|
North America |
6.8% |
12.9% |
|
Asia Pacific (ex-Japan) |
0.2% |
5.9% |
|
Japan |
– |
2.8% |
|
Other current assets and liabilities |
(6.2%) |
(4.5%) |
Geographical exposure for comparison – April 2021
|
|
2021 |
|
Global |
39.1% |
|
UK |
29.0% |
|
Asia Pacific (ex-Japan) |
8.3% |
|
Europe |
8.0% |
|
Cash |
4.5% |
|
India |
3.9% |
|
North America |
3.9% |
|
Japan |
3.3% |
Portfolio asset allocation – April 2026
|
|
2026 |
2025 |
|
Alternatives |
57.8% |
31.9% |
|
Private Equity |
20.1% |
19.8% |
|
Property |
15.2% |
24.4% |
|
Private Debt |
8.2% |
0% |
|
Equity |
4.9% |
28.4% |
|
Other current assets and liabilities |
(6.2%) |
(4.5%) |
Portfolio asset allocation for comparison – April 2021
|
|
2021 |
|
Equity |
37.7% |
|
Private Equity |
22.9% |
|
Property |
16.3% |
|
Mining |
13.9% |
|
Other |
4.7% |
|
Cash |
4.5% |
Business Review
The Strategic Report contains a review of the Company’s business model and strategy, an analysis of its performance during the year ended 30 April 2026 and its future developments, and details of the principal risks and challenges it faces. Its purpose is to inform the shareholders of the Company and help them to assess how the Directors have performed their duty to promote the success of the Company. In particular, the Chairman’s Statement and the Investment Manager’s Report concentrate on the outlook for the current year and the factors likely to affect the position of the business.
The Strategic Report contains certain forward - looking statements. These statements are made by the Directors in good faith based on the information available to them up to the time of their approval of this report and such statements should be treated with caution due to the inherent uncertainties, including both economic and business risk factors, underlying any such forward-looking information.
Further information on how the Directors have discharged their duty under section 172 of the Companies Act 2006 can be found on pages 28 to 33 of the Annual Report.
Business Model
The Company is an externally managed investment trust and its shares are admitted to the closed-ended investment funds category of the FCA’s Official List and to trading on the main market of the London Stock Exchange.
The Company has been approved by HM Revenue & Customs as an authorised investment trust under sections 1158 and 1159 of the Corporation Tax Act 2010, subject to there being no subsequent serious breaches of regulations. In the opinion of the Directors, the Company is directing its affairs so as to enable it to continue to qualify for such approval.
The purpose of the Company is to provide a vehicle for investors to gain exposure to a portfolio of companies which have been undervalued by the markets in which they are traded, through a single investment.
The Company’s strategy is to create value for shareholders by addressing its investment objective, which is set out below.
As an externally managed investment trust, all of the Company’s day-to-day management and administrative functions are outsourced to service providers. As a result, the Company has no executive directors, employees or internal operations.
The Company is an Alternative Investment Fund (“AIF”) under the UK Alternative Investment Fund Managers Directive (“UK AIFMD”) and has appointed Asset Value Investors Limited (“AVI”) as its Alternative Investment Fund Manager (“AIFM”) and Investment Manager with effect from the close of business on 15 December 2023.
The Board has retained overall responsibility for risk management and has appointed AVI to manage and promote its investment portfolio. Marketing, company secretarial and administrative services are outsourced to Frostrow Capital LLP.
The Board remains responsible for all aspects of the Company’s affairs, including setting the parameters for monitoring the investment strategy and the review of investment performance and policy. It also has responsibility for all strategic policy issues, including share issuance and buybacks, share price and discount/premium monitoring, corporate governance matters, dividends and gearing.
Further information on the Board’s role and the topics it discusses with the Investment Manager is provided in the Corporate Governance Report.
Investment Objective
The objective of the Company is to outperform SONIA plus 2% (the “Benchmark”) over the longer term, principally through exploiting inefficiencies in the pricing of closed-ended funds (SONIA being the Sterling Overnight Index Average, the Sterling Risk-Free Reference Rate preferred by the Bank of England for use in Sterling derivatives and relevant financial contracts). This is intended to reflect the aim of providing a better return to shareholders over the longer term than they would get by placing money on deposit.
The Benchmark is a target only and should not be treated as a guarantee of the performance of the Company or its portfolio.
Investment Policy
The Company invests in closed-ended investment funds traded on the London Stock Exchange’s main market, but has the flexibility to invest in investment funds listed or dealt on other recognised stock exchanges, in unlisted closed - ended funds (including, but not limited to, funds traded on AIM) and in open - ended investment funds. The funds in which the Company invests may include all types of investment trusts, companies and funds established onshore or offshore. The Company has the flexibility to invest in any class of security issued by investment funds including, without limitation, equity, debt, warrants or other convertible securities. In addition, the Company may invest in other securities, such as non-investment fund debt, if deemed to be appropriate to produce the desired returns to shareholders.
The Company is unrestricted in the number of funds it holds.
The Company invests in listed closed-ended investment funds that themselves have stated investment policies to invest no more than 15% of their gross assets in other listed closed-ended investment funds. However, the Company may invest up to 10%, in aggregate, of the value of its gross assets at the time of acquisition in closed - ended investment funds that do not have such a stated investment policy.
In addition, the Company will not invest more than 25%, in aggregate, of the value of its gross assets at the time of acquisition in open-ended funds.
There are no prescriptive limits on allocation of assets in terms of asset class or geography.
There are no limits imposed on the size of hedging contracts, save that their aggregated value will not exceed 20% of the portfolio’s gross assets at the time they are entered into.
The Board permits borrowings of up to 20% of the Company’s net asset value (measured at the time new borrowings are incurred).
The Company’s investment objective may lead, on occasions, to a significant amount of cash or near cash being held.
Dividend Policy
It is the Company’s policy to pursue capital growth for shareholders with income being a secondary consideration. This means that the Company’s Investment Manager is frequently drawn to companies whose future growth profile is more important than the generation of dividend income for shareholders.
The Company complies with the United Kingdom’s investment trust rules regarding distributable income which require investment trusts to retain no more than 15% of their income from shares and securities each year. The Company’s dividend policy is that the Company will pay the minimum dividend required to maintain investment trust status.
Results and Dividend
The results attributable to shareholders for the year ended 30 April 2026 are shown on page 2 of the Annual Report. Subject to shareholders’ approval at the forthcoming Annual General Meeting, a final dividend of 2.00p per share will be paid on 5 October 2026 to shareholders on the register as of 4 September 2026. The associated ex - dividend date will be 3 September 2026.
The Board
At the date of this report, the Board of the Company comprises Richard Davidson (Chairman), Lucy Costa Duarte, Caroline Gulliver (Chair of the Audit Committee and SID) and Ian Henderson. All Directors are independent non-executive directors and served throughout the year and up to the signing of this report. They will stand for re-election at the forthcoming Annual General Meeting.
Board Diversity
The Board is fully supportive of all aspects of diversity and the importance of having a range of skilled, experienced individuals with relevant knowledge in order to allow it to fulfil its obligations. Further information on Board diversity as well as the Board’s diversity policy can be found in the Corporate Governance Report.
Board Focus and Responsibilities
With the day-to-day management of the Company outsourced to service providers, the Board’s primary focus at each Board meeting is reviewing the investment performance and associated matters such as, amongst other things, future outlook and strategy, gearing, asset allocation, investor relations, marketing, and industry issues.
In line with its primary focus, the Board retains responsibility for all the key elements of the Company’s strategy and business model, including:
- investment objective and policy, incorporating the investment guidelines and limits, and changes to these;
- whether the manager should be authorised to gear the portfolio up to a pre-determined limit;
- review of performance against the Company’s Key Performance Indicators (“KPIs”);
- consideration of share issuance and buybacks and premium/discount management;
- review of the performance and continuing appointment of service providers; and
- maintenance of an effective system of oversight, risk management and corporate governance.
Details of the principal KPIs, along with details of the principal risks, and how they are managed, follow within this business review.
Key Performance Indicators
The Company’s Board of Directors meets at least four times a year. At each quarterly meeting it reviews performance against a number of key performance measures
|
NAV and the movement of the NAV compared with the notional returns available for cash – defined as SONIA plus 2%, the Company’s Benchmark^ |
The Directors regard the Company’s net asset value (“NAV”) return per share as being the overall measure of value delivered to shareholders over the long term, as opposed to returns available for cash holdings. A full description of performance during the year under review and the investment portfolio are contained in the Investment Manager’s Report. The NAV total return per share for the year to 30 April 2026 was 20.6% (2025: (5.4)%), compared with the Benchmark return of 6.1% (2025: 7.1%). |
|
NAV volatility^ |
The Company aims to deliver its performance with a lower level of volatility in the NAV than equity markets. For the year to 30 April 2026, the Company’s NAV had a volatility of 6.8% (2025: 8.9%)*, compared with the volatility of the Deutsche Numis All Share Total Returns Index (inc Investment Companies) of 10.1% (2025: 12.8%). |
|
The movement in the Company’s share price |
One of the most immediate measures of the value of the Company’s Ordinary shares is their price. The Board regularly considers the Company’s investment performance and other ways in which share price performance may be enhanced, including the effectiveness of marketing. The Ordinary share price increased by 21.9% (2025: decreased by 5.5%) over the year. Further details are given in the Chairman’s Statement and the Investment Manager’s Report. |
|
Share price in relation to the NAV per share |
The Board believes that an important driver of an investment trust’s discount or premium over the long term is investment performance together with a proactive marketing strategy. However, there can be volatility in the discount or premium during the year. Therefore, the Board requests authority each year to buy back and issue shares with a view to limiting the volatility of the share price discount or premium. During the year under review, no new shares were issued by the Company (2025: none). New shares will only be issued at a premium to the Company’s cum-income net asset value at the time of issue. 2,274,835 shares were bought back during the year (2025: 3,291,420), and no shares have been bought back after the year-end (2025: 936,044). The Company’s Ordinary share price in relation to the NAV per share during the year ended 30 April 2026 has ranged from a premium of 0.4% (2025: discount of <0.1%) to a discount of 7.8% (2025: 5.1%). At the year end, the shares traded at a discount of 3.5% to the NAV per share (2025: 4.5%). In comparison, the unweighted average discount across the whole investment companies universe was 14.2% (2025: 16.34%) # . |
* Source: Frostrow Capital LLP.
^ See Glossary for definition and calculation methodology.
# Source: Deutsche Numis.
Principal Risks, Emerging Risks and Risk Management
The Board considers that the risks detailed within this report are the principal risks currently facing the Company to deliver its strategy.
The Board is responsible for the ongoing identification, evaluation and management of the principal risks faced by the Company. The Audit Committee, on behalf of the Board, has established a process for the regular review of these risks and their mitigation. This process is in line with the UK Corporate Governance Code and the FRC’s Guidance on Risk Management, Internal Control and Related Financial and Business Reporting.
During the year ended 30 April 2026, the Audit Committee has carried out a robust assessment of the emerging and principal risks facing the Company, including those that would threaten its business model, future performance, solvency and liquidity. The Committee also considered the controls in place to mitigate the inherent risks and whether additional controls or actions were required to bring the residual risk down to an acceptable level. The Committee was satisfied with the controls that are in place, although it is important to note that the systems in place cannot eliminate the risk of failure to achieve the Company’s investment objective.
Further details as well as a summary of the Company’s approach to risk and how principal risks and uncertainties were dealt with during the year under review, are set out below. In addition, information about the Company’s risk assessment and internal control procedures is provided in the Audit Committee Report.
The principal risks are categorised under the following broad headings:
- investment risks;
- strategic and business risks;
- operational risks; and
- legal, regulatory and tax risks.
|
INVESTMENT RISKS |
|
|
Principal Risk |
Mitigation |
|
Market and discount risk |
|
|
The Company aims to capitalise on the opportunities that exist due to inefficiencies in the pricing of closed-ended funds and is exposed to fluctuations in the market prices of those funds and their underlying assets. Additionally, the Company is exposed to the risk that the market price of its investments differs from that of their NAV per share – purchasing funds whose market price is at a discount to NAV per share can result in significant gains on the upside, but can also lead to exposure to poorly performing companies. The Company may use borrowing, the effect of which would be to amplify the gains or losses the Company experiences. Investors should be aware that by investing in the Company they are exposing themselves to the market risks associated with owning publicly traded shares, and the additional discount risks specific to investing in closed-ended funds. |
To manage this risk the Board and the AIFM have appointed the Investment Manager to manage the portfolio within the remit of the investment objective and policy and borrowing limits. Compliance with the investment policy and borrowing limits is monitored on a daily basis by the AIFM and reported to the Board monthly. At the year-end the Company had 14.3% debt as a percentage of net assets (2025: 15.2%). The Investment Manager monitors the volatility, discount, quality of underlying assets, and level of gearing within the portfolio holdings and potential investments. The results of this feed into the stock selection process and consideration of the portfolio constituents. In addition, the Portfolio Managers report at each Board meeting on the performance of the portfolio, encompassing, inter alia , the rationale for stock selection decisions, the make-up of the portfolio, and portfolio company updates. Changes have been made to MIGO’s portfolio to implement a higher-conviction approach in order to align with the current opportunities in the investment trust sector.
|
|
Cash, Interest rate, Other price, Currency, Liquidity and Credit risk |
|
|
For information on cash, interest rate, other price, currency, liquidity and credit risk please see Note 16 to the Financial Statements. |
|
|
STRATEGIC AND BUSINESS RISKS |
|
|
Company’s business objectives and strategy |
|
|
The Company and its shareholders are exposed to the risk, particularly if the investment strategy and approach are unsuccessful, that the Company may be viewed unfavourably resulting in a widening of the share price discount to NAV per share. The Board and AVI resolved to implement a higher-conviction approach to managing MIGO, to align with the current opportunities in the investment trust sector. This has seen MIGO’s portfolio concentrating and focusing on 10-15 core holdings.
|
In managing this risk the Board reviews the Company’s investment objective in relation to market and economic conditions and the performance of its peers and discusses at each Board meeting the Company’s future development and strategy. MIGO had a total of 35 holdings as at 30 April 2026 of which the Top 15 represent 73.9% of the portfolio. The Board and AVI believe that larger stakes in a more targeted investment company portfolio will enable more influential engagement with boards, aiming to accelerate superior returns from the wide discount opportunities in the sector. The Board monitors the discount trend and considers how share price performance may be enhanced, including the effectiveness of marketing and the possibility of share buybacks. Given the size of the Company, the Board is conscious of the impact of share buybacks on liquidity and the ongoing charges of the Company. The Investment Manager, Frostrow and Deutsche Numis are in regular contact with larger investors to ensure that MIGO’s objective is still in line with shareholders’ objectives. There are also regular updates for all shareholders by way of factsheets, annual and half-yearly reports and other documentation on the Company’s website. |
|
Key person risk |
|
|
The loss of a key employee of the Investment Manager could result in the deterioration of the performance of the Company.
|
The Board considers the make-up of the team supporting the Portfolio Managers as part of its annual review. During the year under review with effect from 18 June 2025, Tom Treanor and Charlotte Cuthbertson worked as Co-Portfolio Managers of MIGO within the wider team of AVI, receiving any necessary support as and when needed. |
|
Company duration risk |
|
|
Every three years, the Company’s shareholders may be offered a realisation opportunity at the discretion of the Board. Depending on the structure of the realisation opportunity and the level of take - up, this could reduce the size of the Company to an unattractive level.
|
The Articles contain provisions for shareholders to elect to realise all or part of their holdings of Ordinary shares at three-yearly intervals. The Board formulates the appropriate manner in which such a realisation opportunity may be offered based on feedback from the relevant service providers. In particular, investor sentiment prior to the realisation opportunity in 2024 was monitored by the Investment Manager and the Company’s corporate broker and this saw only 5.3% of MIGO’s issued share capital was realised and bought back by the Company, a good result in the then current market conditions. The next realisation opportunity is due to be offered to shareholders in 2027. |
|
Global Risk |
|
|
Significant political and economic change in the UK and abroad might lead to volatile markets impacting the Company’s performance and reduced investor appetite for the Company’s shares. In particular, ongoing conflicts in Ukraine, Gaza and the Middle East have also been a contributor to market volatility and investor risk aversion. Global events, such as another pandemic, acts of war or terrorist attacks, might affect the performance of portfolio companies or result in the Company’s service providers being unable to meet their contractual duties. Emerging technologies such as Artificial Intelligence (“AI”) present both opportunities and, in the absence of adequate regulation, risks. |
Political and economic developments both in the UK and world-wide are being monitored and discussed, where relevant, between the Board and the Investment Manager as part of the portfolio review at every Board meeting. The Investment Manager maintains a dialogue with the investee companies and monitors the impact of any material events on their business, and updates the Board accordingly. |
|
OPERATIONAL RISKS |
|
|
Service provider risk |
|
|
The Board is reliant on the systems of the Company’s service providers and as such a disruption to, or a failure of, those systems could lead to a failure to comply with law and regulations leading to reputational damage to the Company – either directly or by association with the service provider in question – and/or financial loss. This encompasses disruption or failure caused by cyber crime or hybrid working practices and covers dealing, trade processing, administrative services, financial and other operational functions. |
To manage these risks the Board: receives reports from the AIFM and Frostrow Capital LLP on compliance with applicable laws and regulations; reviews internal control reports and key policies of the AIFM, Investment Manager, Custodian and Frostrow; reviews reports from the Depositary; maintains a risk matrix which details the risks to which the Company is exposed and the controls relied upon to manage those risks; and receives updates on pending changes to the legal and regulatory environment and progress towards the Company’s compliance with any relevant future changes. The service providers of the Company have again confirmed that they have all necessary business continuity procedures in place including enabling staff to work from home, increased IT and cyber security awareness and holding team and client meetings via video conference calls as and when required. The Board continues to monitor the performance of all service providers. |
|
LEGAL, REGULATORY AND TAX RISKS |
|
|
ESG and Climate Change Risk |
|
|
Risks related to the environment, social issues and governance (ESG) such as the impact of climate change or bad governance on portfolio companies, MIGO itself or its service providers could have an adverse impact on operational performance and may lead to a reduction in demand for the Company’s shares as investors seek greater ESG oversight in their portfolios. |
At every Board meeting, the Board receives updates including information on governance-related issues, from the Portfolio Managers and the Company Secretary. Due to the nature of the Company and its investment policy, any investment decisions can only, at best, have a limited effect on climate change and ESG issues. Details of the Investment Manager’s ESG approach can be found in the “Responsible Investing” section on AVI’s website www.assetvalueinvestors.com/ responsible-investing/. |
|
UK Legal and Regulatory Risk |
|
|
The Company and/or the Directors might fail to comply with legal requirements in relation to FCA dealing rules and procedures, the UK AIFMD, the UK Listing Rules, the Companies Act 2006, relevant accounting standards, the Bribery Act 2010, the Criminal Finances Act 2017, the Association of Investment Companies (“AIC”) Statement of Recommended Practice (“SORP”), GDPR, tax regulations or any other applicable regulations. This could result in reputational damage to the Company or in its shares being suspended from listing which would result in a loss of investment trust status and gains within the portfolio being subject to Capital Gains Tax. |
The Board monitors regulatory change with the assistance of Frostrow and its external professional advisers to ensure compliance with applicable laws and regulations including the Companies Act 2006, the AIFMD, the Corporation Tax Act 2010 (“Section 1158”), the Market Abuse Regulation (“MAR”), the Disclosure Guidance and Transparency Rules (“DTRs”) and the FCA’s UK Listing Rules. The Board reviews compliance reports and internal control reports provided by its service providers, as well as the Company’s financial statements and revenue forecasts. The Depositary reports twice yearly to the Audit Committee, confirming that the Company has been managed in accordance with the AIFMD, MIGO’s Articles of Association and with investment restrictions and leverage limits. The Directors attend seminars and conferences to keep up to date on regulatory changes and receive industry updates from the Company Secretary. The Company Secretary also presents a quarterly report on changes in the regulatory environment, including AIC updates, and how changes have been addressed. |
Emerging Risks
The Company has carried out a detailed assessment of its emerging and principal risks. The International Risk Governance Council’s definition of an “emerging” risk is one that is new or is a familiar risk in a new or unfamiliar context or under new context conditions (re-emerging). Failure to identify emerging risks may cause reactive actions rather than being proactive and, in a worst-case scenario, could cause the Company to become unviable or otherwise fail or force the Company to change its structure, objective or strategy.
The Audit Committee reviews a risk register twice yearly. Emerging risks are discussed in detail as part of this process to try to ensure that both emerging and well-known risks are identified and mitigated as far as possible. Any emerging risks and mitigations are added to the risk register.
The experience and knowledge of the Directors is useful in these discussions, as are update papers and advice received from the Board’s key service providers such as the AIFM and Investment Manager and the Company’s corporate broker. In addition, the Company is a member of the AIC, which provides regular technical updates, draws members’ attention to forthcoming industry and regulatory issues and advises on compliance obligations.
Going Concern
The content of the Company’s portfolio, trading activity, the Company’s cash balances and revenue forecasts, and the trends and factors likely to affect the Company’s performance are reviewed and discussed at each Board meeting.
The Board has considered a detailed assessment of the Company’s ability to meet its liabilities as they fall due, including tests which modelled the effects of substantial falls in markets and significant reductions in market liquidity, on the Company’s NAV, its cash flows and its expenses.
Based on the information available to the Directors at the date of this report, including the results of these stress tests, the conclusions drawn in the Long-Term Viability Statement, the Company’s cash balances, and the liquidity of the Company’s listed investments, the Directors are satisfied that the Company has adequate financial resources to continue in operation for at least the next 12 months and that, accordingly, it is appropriate to continue to adopt the going concern basis in preparing the financial statements.
The changes to the management of MIGO and its portfolio were received positively by the market following the announcement on 18 June 2025. Further information is available in the Chairman’s Statement.
Long-Term Viability Statement
In accordance with the UK Corporate Governance Code, the Directors have carefully assessed the Company’s current position and prospects as described in the Chairman’s Statement and the Investment Manager’s Report, as well as the Principal Risks to the Company and have formed a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the next three financial years. The Board has chosen a three-year horizon in view of the long-term nature and outlook adopted by the Investment Manager when making decisions while recognising the limitations and uncertainties inherent in predicting market conditions in making this assessment.
In addition, the realisation opportunity is offered to shareholders every three years.
To make the assessment and in reaching the conclusion of long-term viability, the Audit Committee has considered the Company’s financial position and its ability to liquidate its portfolio and meet its liabilities as they fall due:
- the portfolio is principally comprised of investments traded on major international stock exchanges. Based on historic liquidity analysis, 85.9% of the current portfolio could be liquidated within 31 trading days and 37.7% in seven days under normal market conditions. Even with a more concentrated portfolio, the Board expects that the majority of investments can be liquidated speedily if necessary.
- the expenses of the Company are predictable and modest in comparison with the assets and there are no capital commitments foreseen which would alter that position; and
- the Company has no employees, only its non-executive Directors. Consequently, it does not have redundancy or other employment-related liabilities or responsibilities.
Finally, AVI as the Company’s AIFM and Investment Manager is not proposing to change MIGO’s existing investment policy since establishing a higher-conviction portfolio and having a more activist approach. Established in 1985, AVI is an experienced manager of investment trusts, and the Board expects MIGO to benefit from AVI’s deep sector expertise and supportive analyst resource as well as its distribution and marketing channels. Further information can be found in the Chairman’s Statement.
The Audit Committee considers the potential impact of the Company’s principal risks and various severe, but plausible, downside scenarios, as well as the following assumptions in considering the Company’s longer-term viability:
- there will continue to be demand for investment trusts;
- investors will wish to continue to have exposure to the type of companies that the Company invests in, namely closed-ended investment funds;
- the Board and the Investment Manager will continue to adopt a long-term view when making investments;
- the threats to the Company’s solvency or liquidity incorporated in the Principal Risks will be managed or mitigated;
- regulation will not increase to a level that makes running the Company uneconomical; and
- the performance of the Company will continue to be satisfactory.
The continuing uncertainty in the global economy as well as the conflicts in Ukraine and the Middle East, have contributed to supply chain disruption and inflationary pressures world-wide, and also to market volatility. These were factored into the key assumptions made by assessing their impact on the Company’s key risks and whether the key risks had increased in their potential to affect the normal, favourable and stressed market conditions. As part of this review, the Board considered the impact of a significant and prolonged decline in the Company’s performance and prospects. This included a range of severe but plausible downside scenarios such as reviewing the effects of substantial falls in investment values and the impact on the Company’s ongoing charges ratio, and cash flows, which were the subject of stress testing.
Furthermore, the Audit Committee considered the operational resilience of the Company’s service providers, and thereby the operational viability of the Company. During the year under review all key service providers have again been contacted with regard to their business continuity systems as well as their IT and cyber security systems to prevent fraudulent activity of any kind. No issues were raised and the Audit Committee was reassured that all key service providers were operating well and to their normal high service standards.
Based on the results of this review, the Directors have formed a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the next three financial years.
Management Arrangements
AIFM and Investment Manager
Asset Value Investors Limited (“AVI”) is the Company’s Alternative Investment Fund Manager (“AIFM”) and Investment Manager under an Investment Management Agreement (“IMA”) dated 26 July 2023 and effective from the close of business on 15 December 2023. The IMA was amended during the year, with the restated IMA effective from the close of business of 9 July 2025.
Under the terms of the IMA, the AIFM and Investment Manager provides, inter alia , the following services:
- risk management services;
- monitoring the Investment Manager’s compliance with the Company’s investment objective and investment policy and reporting any non-compliance in a timely manner to the Investment Manager and the Board;
- determining the net asset value per share on a daily basis;
- maintaining professional indemnity insurance at the level required under the AIFM Rules;
- preparing the monthly factsheets for the Company;
- upholding compliance with applicable tax, legal and regulatory requirements;
- seeking out and evaluating investment opportunities;
- deciding the manner by which monies should be invested, divested, retained or realised;
- deciding how rights conferred by the investments should be exercised;
- analysing the performance of investments made; and
- advising the Company in relation to trends, market movements and other matters which may affect the investment objective and policy of the Company.
At the start of the period, the management fee payable to the AIFM was calculated at an annual rate of 0.65% of the adjusted market capitalisation of the Ordinary Shares and 0.5% of the adjusted market capitalisation of any Realisation Shares in issue at the time. Following the 2024 Realisation Opportunity, there are no realisation shares in issue.
With effect from 9 July 2025, the Board of MIGO agreed a revised fee structure with AVI. This reduced the management fee to 0.35% per annum on the lower of MIGO’s market capitalisation and net asset value (NAV) and added a performance fee of 15% of NAV total returns in excess of a SONIA + 3% hurdle, subject to a high watermark. Overall fees payable by the Company in any year will be capped at 2.5% per annum of the lower of MIGO’s market capitalisation and NAV. The management fee continues to accrue daily and is payable monthly in arrears.
In addition, as part of the revised fee structure, AVI will reinvest 25% of any performance fee paid into MIGO shares, subject to an aggregate 5% cap on AVI’s interest in MIGO shares, and a minimum 3-year hold period for shares acquired under this mechanism.
If the Company as a whole moves to a realisation basis following a future Realisation Opportunity, then the AIFM will be paid 0.5% of the adjusted market capitalisation of the Company as a whole.
Details of the fees paid to the AIFM for its services during the year are set out in note 3 to the Financial Statements.
The IMA may be terminated by six months’ written notice from either party subject to the provisions for earlier termination as set out therein.
There are no specific provisions contained within the IMA relating to compensation payable in the event of termination of the agreement other than the entitlement to fees which would be payable within any notice period.
Continuing Appointment of the AIFM and Investment Manager
The Board, through the Management Engagement Committee, keeps the performance of the AIFM and Investment Manager under review. It is the opinion of the Directors that the relationship with AVI is working well and that the appointment of AVI as AIFM and Investment Manager is in the best interests of shareholders as a whole. In coming to this decision, the Board took into consideration, inter alia , the following:
- That, further to the announcement on 18 June 2025, Charlotte Cuthbertson was joined in co-managing MIGO by Tom Treanor, Director and Fund Manager at AVI. Charlotte and Tom continue to be supported by AVI’s wider 11-strong research team.
- That the investment performance of MIGO is encouraging relative to that of the markets in which the Company invests.
- That the remuneration of the AIFM and Investment Manager is reasonable. In particular, the Board believes that the agreed changes reinforce MIGO’s commitment to leading investment company best practice, by proactively aligning the portfolio to the investment opportunity, and strengthening alignment between shareholders, Investment Manager and Board.
Company Secretary, Marketing and Administration
Company secretarial, marketing, and administrative services are provided by Frostrow Capital LLP (“Frostrow”) under an agreement dated 1 February 2016 and novated on 24 April 2020 and 27 July 2023. An annual management services fee of 25 basis points of the adjusted market capitalisation of the Company, charged quarterly in arrears, is payable, subject to a minimum annual fee of £120,000. Effective from 1 August 2025, Frostrow’s fees reduced from 25 basis points to 20 basis points on market capitalisation of the Company up to £100 million. The agreement may be terminated by either party on six months’ written notice.
Frostrow provides the following services, inter alia , under its agreement with the Company:
- marketing and shareholder services;
- administrative and company secretarial services;
- advice and guidance in respect of corporate governance requirements;
- maintenance of the Company’s accounting records together with Waystone, to which a number of accounting functions have been delegated;
- preparation of the annual and half-yearly reports;
- ensuring compliance with applicable legal and regulatory requirements; and
- provide marketing support services to the Company and promote the Company to external investors.
In light of the high level of service provided by Frostrow in these areas, it is the opinion of the Directors that the continuing appointment of Frostrow is in the best interest of shareholders.
Details of the fees paid to Frostrow for their services during the year are set out in note 4 to the Financial Statements.
Company Promotion
Promotion of the Company is carried out by the Company’s advisers AVI, Frostrow, Deutsche Numis and Kaso Legg Communications, a specialist PR agency.
In particular, AVI, Frostrow and Deutsche Numis together provide a continuous, pro-active marketing, distribution and investor relations service by actively engaging with professional investors, typically discretionary wealth managers, some institutions, family offices, IFAs and a range of execution-only platforms. Regular engagement helps to attract new investors and retain existing shareholders, and over time results in a stable share register made up of diverse, long-term holders.
There is a continuous programme of one-to-one meetings with professional investors around the UK. These include regular meetings with “gate keepers”, the senior points of contact responsible for their respective organisations’ research output and recommended lists. The programme of regular meetings also includes autonomous decision makers within large multi-office groups, as well as small independent organisations. Some of these meetings involve the Portfolio Managers, but most of the meetings do not, which means the Company is being actively promoted while the Portfolio Managers concentrate on managing the portfolio. The Company also benefits from involvement in the regular professional investor seminars run by Frostrow and AVI in major centres, notably London, Edinburgh and Dublin, or webinars which are focused on buyers of investment companies.
Frostrow produces many key corporate documents, including the annual and half - yearly reports. All Company information and also invitations to investor events, including updates from the Investment Manager on portfolio and market developments, are regularly emailed to a growing database, overseen by Frostrow, consisting of professional investors across the UK.
Kaso Legg Communications supports the other advisers and the Investment Manager in particular in their engagement with stakeholders by arranging interviews, podcast and press commentary opportunities, writing articles, drafting announcements and monitoring press coverage for the Company.
The Company continues to benefit from regular press coverage, with articles appearing in respected publications that are widely read by both professional and self - directed private investors. The latter typically buy their shares via retail platforms, which account for a significant proportion of the Company’s share register.
Depositary and Custodian
JP Morgan Europe Limited was appointed as Depositary under an agreement dated 11 October 2023 (the “Depositary Agreement”), and with effect from the close of business on 15 December 2023. The Depositary Agreement is terminable on 90 calendar days’ notice from either party.
JPMorgan Chase Bank, N.A., London Branch, has been appointed as the Company’s Custodian under an agreement dated 11 October 2023 (the “Custody Agreement”), also with effect from the close of business on 15 December 2023. Following an initial term of three years, the Custody Agreement may be terminated by the Company by giving 60 calendar days’ notice and by the Custodian by giving 180 days’ notice.
Stakeholder Interests and Board Decision-Making (Section 172 Statement)
The Directors’ overarching duty is to act in good faith and in a way that is the most likely to promote the success of the Company as set out in Section 172 of the Companies Act 2006. In doing so, Directors must take into consideration the interests of the various stakeholders of the Company, the impact the Company has on the community and the environment, take a long-term view on consequences of the decisions they make as well as aiming to maintain a reputation for high standards of business conduct and fair treatment between the members of the Company.
Fulfilling this duty naturally supports the Company in achieving its investment objective and helps to ensure that all decisions are made in a responsible and sustainable way. In accordance with the requirements of the Companies (Miscellaneous Reporting) Regulations 2018, the Company explains how the Directors have discharged their duty under Section 172 below.
To ensure that the Directors are aware of, and understand, their duties they are provided with the pertinent information when they first join the Board as well as receiving regular and ongoing updates and training on the relevant matters. Induction and access to training is provided for new Directors. They also have continued access to the advice and services of the Company Secretary and, when deemed necessary, the Directors can seek independent professional advice at the Company’s expense. The schedule of Matters Reserved for the Board, as well as the Terms of Reference of its committees, are reviewed on an annual basis and further describe Directors’ responsibilities and obligations and include any statutory and regulatory duties. The Audit Committee has the responsibility for the ongoing review of the Company’s risk management systems and internal controls and, to the extent that they are applicable, risks related to the matters set out in Section 172 are included in the Company’s risk register and are subject to periodic and regular reviews and monitoring.
Stakeholders
A company’s stakeholders are normally considered to comprise its shareholders, its employees, its customers, its suppliers as well as the wider community in which the company operates and impacts. The Company is different in that as an externally managed investment trust it has no employees and, significantly, its customers are synonymous with its shareholders. In terms of suppliers, the Company receives professional services from a number of different service providers, principal among them being the Investment Manager. The Directors believe that fostering constructive and collaborative relationships with the Company’s service providers will assist in their promotion of the success of the Company for the benefit of all shareholders. The Board engages with representatives from its service providers throughout the year. Representatives from the Investment Manager and Frostrow are in attendance at each Board meeting. The services provided by the Investment Manager and Frostrow are fundamental to the long-term success of the Company. Furthermore, the Board believes that the wider community in which the Company operates encompasses its portfolio of investee companies and the communities in which they operate.
Details of how the Board considers the needs and priorities of the Company’s stakeholders and how these are taken into account during all its discussions and as part of its decision-making are detailed below. All discussions involve careful consideration of the longer- term consequences of any decisions and their implications for stakeholders.
|
WHO? |
WHY? |
HOW? |
|
Stakeholder group
|
The benefits of engaging with the Company’s stakeholders |
How the Board, the Investment Manager and Administrator have engaged with the Company’s stakeholders |
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Investors |
Continued shareholder support and engagement are critical to the continued existence of the Company and the delivery of its long-term strategy. Clear communication of the Company’s strategy and the performance against the Company’s objective can help the share price trade at a narrower discount or a wider premium to its net asset value per share which benefits shareholders. New shares can be issued to meet demand without diluting net asset value per share for existing shareholders. Increasing the size of the Company can benefit liquidity as well as spread costs. In an effort to moderate the discount at which shares trade to their net asset value per share, the Company can buy back shares if the Board considers this to be in the best interest of the Company and shareholders as a whole. Shares can either be held in “treasury” or cancelled. Any shares held in treasury can later be sold in the market if conditions permit. The Company does not currently hold any shares in treasury. The Company seeks to listen to shareholder feedback on performance, investment changes and the share price. |
The Investment Manager, Frostrow and the Company’s corporate broker, on behalf of the Board, complete a programme of investor relations throughout the year. An analysis of the Company’s shareholder register is provided to the Directors at each Board meeting along with marketing reports from AVI and Frostrow. The Board reviews and considers the marketing plans on a regular basis. Reports from the Company’s corporate broker on investor sentiment and industry issues are submitted to the Board. Key mechanisms of engagement include:
During the year under review, the Board communicated to investors the change of co-manager, the new portfolio approach and a more performance-driven fee structure. An initial stock exchange announcement was followed by meetings with shareholders and webinars by the Portfolio Managers who explained their vision for MIGO’s portfolio changes in more detail. Digital communications, public relations and social media activity, including portfolio updates, company news, webinars, video content and press coverage, helped to maintain regular engagement with existing retail shareholders and broaden awareness of the Company amongst prospective investors. |
|
Investment Manager |
The relationship with the Investment Manager is fundamental to ensuring the Company meets its investment objective. Engagement with the Company’s Investment Manager is necessary to evaluate its performance against the Company’s stated strategy and to understand any risks or opportunities this may present. Engagement also helps ensure that Investment Management costs are closely monitored and remain competitive. Engagement with shareholders can help provide feedback on the evolution of the strategy and any changes to it. |
The Board meets regularly with the Company’s Investment Manager throughout the year both formally at the scheduled Board meetings and informally as needed. The Board also receives monthly performance and compliance reporting. The Investment Manager’s attendance at each Board meeting provides the opportunity for the Investment Manager and Board to further reinforce their mutual understanding of what is expected from both parties. During the year, the Board and the Investment Manager agreed to a change of co-managers for MIGO, a more focused and activist approach, a performance driven fee structure and capital return mechanism in addition to the Realisation Opportunity every three years. For more information please see the Chairman’s Statement. |
|
Service Providers |
The Company contracts with third parties for other services including: depositary, custodian, investment accounting & administration as well as company secretarial and registrars. The Company ensures that the third parties to whom the services have been outsourced complete their roles in line with their service level agreements, thereby supporting the Company in its success and ensuring compliance with its obligations. |
The Board and Frostrow engage regularly with other service providers both in one-to-one meetings and via regular written reporting. Representatives from service providers are asked to attend Board and Audit Committee meetings when deemed appropriate. This regular interaction provides an environment where topics, issues and business development needs can be dealt with efficiently and collegiately. |
|
Portfolio Companies |
Gaining a deeper understanding of the portfolio companies and their strategies assists in understanding and mitigating risks of an investment as well as identifying future potential opportunities.
|
Day-to-day engagement with portfolio companies is undertaken by the Investment Manager. Details of how the Investment Manager carries out portfolio management as well as information on its investment approach can be found in the Investment Manager’s Report. The Board receives updates at each scheduled Board meeting from the Portfolio Managers on specific investments including regular valuation reports and detailed portfolio and returns analyses. The Investment Manager’s engagement with portfolio companies includes active voting at their annual general meetings, discussions with their stakeholders and on-site visits where appropriate. |
|
WHAT? |
OUTCOMES AND ACTIONS |
|
What were the key topics of engagement? |
What actions were taken, including principal decisions? |
|
Key topics of engagement with investors |
|
|
|
|
Key topics of engagement with the Investment Manager on an ongoing basis |
|
|
|
|
Other Service Providers |
|
|
|
|
Portfolio Companies |
|
|
The Investment Manager, on behalf of the Board, has engaged with a number of portfolio companies:
|
For more information about the Investment Manager’s engagement with portfolio companies, please see the Investment Manager’s Report. |
Culture and Business Ethics
The Directors agree that establishing and maintaining a healthy corporate culture among the Board members and in its interaction with the Investment Manager, other service providers and shareholders supports the delivery of the Company’s goals. The Board seeks to promote a culture of openness, debate and integrity through ongoing dialogue and engagement with all stakeholders.
The Company is committed to carrying out business in an honest and fair manner with a zero-tolerance approach to bribery, tax evasion and corruption. As such, policies and procedures are in place to prevent these. As detailed in the Governance section, the Company has a number of policies and procedures in place to assist with maintaining a culture of good governance including those relating to diversity and Directors’ conflicts of interest. The Board assesses and monitors compliance with these policies as well as the general culture of the Board through Board meetings and, in particular, the annual evaluation process which is undertaken by each Director.
The Board strives to ensure that its culture is in line with the Company’s purpose, values and strategy. It also seeks to appoint the best possible service providers, including the Investment Manager, and evaluates their remit, performance and cost effectiveness on a regular basis. The Board considers the culture of the Investment Manager and other service providers, including their policies, practices and behaviour, through regular reporting from these stakeholders and, in particular, during the annual review of the performance and continuing appointment of all service providers through its Management Engagement Committee.
Environmental, Human Rights and Social Issues
The Company has no employees and the Board consists entirely of non-executive Directors. Day - to-day management of the Company’s business is delegated to the Investment Manager. As an investment trust that invests in other funds, the Company has very limited direct impact on the community or the environment and therefore the Company itself has no environmental, human rights, social or community policies. However, the Company acknowledges that it can have an indirect impact on the community or the environment, based on the portfolio companies that the Investment Manager invests in. Therefore, ESG matters including climate change are frequently discussed in meetings with portfolio companies, and are also part of the risk assessment when deciding on whether an investment should be made. For further details please see the Investment Manager’s Report and the Business Review.
As an investment company, the Company does not provide goods or services in the normal course of business and does not have customers. All its operational functions are outsourced to third-party service providers. Accordingly, the Company falls outside the scope of the Modern Slavery Act 2015. The Company’s suppliers are typically professional advisers and the Company’s supply chains are considered low risk in this regard. In carrying out its activities and in relationships with suppliers, the Company aims to conduct itself responsibly, ethically and fairly.
The Board expects its principal service providers also to have appropriate governance policies in place.
Taskforce for Climate-Related Financial Disclosures (“TCFD”)
The Company notes the TCFD recommendations on climate-related financial disclosures. The Company is an investment trust with no employees, internal operations or property and, as such, it is exempt from the UK Listing Rules requirement to report against the TCFD framework.
The Company does not have explicit sustainability investment objectives or policies and will not seek to apply a sustainability label under the FCA’s UK Sustainability Disclosure Requirements and investment labels regime (“SDR”).
AVI reports on its own environmental, social and governance (“ESG”) objectives and approach on their website www.assetvalueinvestors.com/ responsible-investing/
AVI also became supporters of the TCFD in May 2021 and a signatory to the UN-supported Principles for Responsible Investment (“PRI”) on 9 April 2021. The PRI is the world’s leading proponent of responsible investment which entails the following commitments:
- to incorporate ESG issues into investment analysis and decision making processes;
- to be an active owner and incorporate ESG issues into our ownership policies and practices;
- to seek appropriate disclosure on ESG issues by the entities in which we invest;
- to promote acceptance and implementation of the PRI within the investment industry;
- to work with the PRI Secretariat and other signatories; and
- to report on activities and progress towards implementing the PRI.
The risks associated with climate change represent an increasingly important issue and the Board of MIGO and the Investment Manager are aware that the transition to a low-carbon economy will affect all businesses, irrespective of their size, sector or geographic location. Therefore, no company’s revenues are immune and the assessment of such risks must be considered within any effective investment approach.
Performance and Future Developments
The Board concentrates its attention on the Company’s investment performance, the Investment Manager’s investment approach and on factors that may have an effect on this approach.
The Board monitors the performance of the Company’s investment portfolio in relation to the Investment Objective and also its peer group.
The Board is regularly updated by Frostrow on wider investment trust industry issues and regular discussions are held concerning the Company’s future development and strategy.
A review of the Company’s performance during the year ended 30 April 2026, and the outlook for the Company can be found in the Chairman’s Statement and in the Investment Manager’s Review.
The Board is pleased to see the positive momentum in MIGO since the changes to the fees and strategy were implemented and considers that the Company is in an optimal position to capitalise on the substantial current opportunities in the sector.
For and on behalf of the Board of Directors
Richard Davidson
Chairman
13 July 2026
Governance / Directors
Board of Directors
at the time of publication of this annual report
RICHARD DAVIDSON
Independent Non-Executive Chairman
Joined the Board on 18 December 2017 and became Chairman on 5 October 2018
Remuneration: £40,000 pa*
Richard is also the Chairman of the Management Engagement Committee
Shareholding in the Company
87,000
Skills and Experience
Formerly, he was a partner and manager of the Macro Fund at Lansdowne Partners. Prior to that, he was a managing director and No. 1 ranked investment strategist at Morgan Stanley, where he worked for 15 years.
Other Appointments
Richard is currently chairman of Aberforth Smaller Companies Trust plc.
Standing for re-election
Yes
CAROLINE GULLIVER
Independent Non-Executive Director
Joined the Board on 29 December 2023
Remuneration: £35,000 pa*
Caroline is the Chair of the Audit Committee and Senior Independent Director
Shareholding in the Company
10,000
Skills and Experience
Formerly an Executive Director with EY, Caroline spent a 25 year career working with investment trusts and open ended investment companies, including audit, fund launches, reconstructions and mergers.
She is a member of the Institute of Chartered Accountants of Scotland (CA).
Other Appointments
She is currently a non-executive director and chair of the audit committee of abrdn European Logistics Income plc and Polar Capital Global Healthcare Trust plc.
Standing for re-election
Yes
LUCY COSTA DUARTE
Independent Non-Executive Director
Joined the Board on 1 November 2022
Remuneration: £30,000 pa*
Shareholding in the Company
6,115
Skills and Experience
Lucy is a specialist in marketing strategy and investor relations in the investment trust sector. Formerly a director at Citigroup heading the emerging markets ECM team in London, she left Citigroup in 2007 and took a career break to raise her children, before starting work at SV Health Investors in 2016 as Investment Director for International Biotechnology Trust plc.
Other Appointments
She is currently working part - time for Schroder Unit Trusts Limited, the manager of International Biotechnology Trust plc, and is a non-executive director of Fidelity Asian Values plc, and Allianz Technology Trust plc.
Standing for re-election
Yes
IAN HENDERSON
Independent Non-Executive Director
Joined the Board on 1 November 2022
Remuneration: £30,000 pa*
Shareholding in the Company
9,053
Skills and Experience
Ian is an advertising professional, formerly a creative director at Publicis Groupe then CEO of subsidiary Masius. In 2008 he set up a new agency for Engine Group before leading an MBI to start specialist agency AML in 2011 which works with many firms in the finance sector in the UK and internationally.
Other Appointments
He is currently CEO of AML, which has recently been acquired by Selbey Anderson, and acts as Board Adviser to fintechs Tokenbridge and The Big Exchange.
Standing for re-election
Yes
* Information as at 30 April 2026.
Directors’ Report
Committee Member Key
Chair of Management Engagement Committee
Chair of Audit Committee
All independent Directors serve on both the Audit Committee and the Management Engagement Committee.
The Directors present this Annual Report on the affairs of the Company together with the audited financial statements and the Independent Auditors’ Report for the year ended 30 April 2026.
In accordance with the requirement for the Directors to prepare a Strategic Report and a Directors’ Remuneration Report for the year ended 30 April 2026, the following information is set out in the Strategic Report: a review of the business of the Company including details of its objective, strategy and business model, future developments, details of the principal risks and uncertainties associated with the Company’s activities (including the Company’s financial risk management objectives and policies), interaction with stakeholders, information regarding community, social, employee and human rights, and environmental issues.
Information about the Directors’ interests in the Company’s ordinary shares is included within the Directors’ Remuneration Report.
The Corporate Governance Statement forms part of this Directors’ Report.
Business and Status of the Company
The Company is registered in England as a public limited company (registration number 05020752) and is an investment company as defined under Section 833 of the Companies Act 2006 (the “Act”). Its shares are admitted to the closed-ended investment funds category of the Official List of the FCA and traded on the main market of the London Stock Exchange, which is a regulated market as defined in Section 1173 of the Act.
The principal activity of the Company is to carry on business as an investment trust. The Company has been granted approval from HM Revenue & Customs as an investment trust under Section 1158 of the Corporation Tax Act 2010. The Company will be treated as an investment trust company subject to the Company’s continued compliance with applicable laws and regulations. The Directors do not envisage any change in this activity in the future.
The Company is a member of the Association of Investment Companies (“AIC”).
Alternative Performance Measures
The financial statements set out the required statutory reporting measures of the Company’s financial performance. In addition, the Board assesses the Company’s performance against a range of criteria which are viewed as particularly relevant for the Company and investment trusts, which are summarised on page 2 of the Annual Report and explained in greater detail in the Strategic Report, under the heading ‘Key Performance Indicators’.
The Directors believe that these measures enhance the comparability of information between reporting periods and aid investors in understanding the Company’s performance. The measures used for the year under review have remained consistent with the prior year.
Definitions of the terms used and the basis of calculation adopted are set out in the Glossary.
Directors
The Directors in office during the whole year and up to the date of this report are Richard Davidson, Caroline Gulliver, Lucy Costa Duarte and Ian Henderson. All Directors’ biographical details as well as interests in the Company can be found on page 35 of the Annual Report.
None of the Directors nor any persons closely associated with them had a material interest in the transactions, arrangements and agreements of the AIFM or the Investment Manager during the year. For information on related parties please see note 17 to the Financial Statements.
The Board has adopted a policy whereby all Directors are required to stand for re-election annually, regardless of their length of tenure.
The Board has concluded, following formal performance evaluation, that each of the Directors continues to demonstrate effectiveness, a high level of commitment to the Company, independence from the Investment Manager and a keen desire to act in the best interests of the shareholders as a whole. Furthermore, the Board considers that the experience, expertise and knowledge contributed by each Director is of notable benefit to the Company. Accordingly, the Board recommends the re-election of each of the Directors at the forthcoming Annual General Meeting (“AGM”), details of which are set out in the Notice of the AGM on pages 86 to 93 of the Annual Report.
Directors’ and Officers’ Liability Insurance Cover
Directors’ and Officers’ liability insurance cover was maintained by the Board during the year ended 30 April 2026. It is intended that this policy will continue for the year ending 30 April 2027 and subsequent years.
There are no qualifying third party indemnity provisions in place.
Beneficial Owners of Shares – Information Rights
The beneficial owners of shares who have been nominated by the registered holder of those shares to receive information rights under Section 146 of the Companies Act 2006 are required to direct all communications to the registered holder of their shares rather than to the Company’s registrar, Computershare Investor Services PLC, or to the Company directly.
Securities Carrying Voting Rights
There are no restrictions concerning the transfer of securities in the Company; no special rights with regard to control attached to securities; no arrangements known to the Company between holders of securities that may restrict the transfer of securities; and no agreements to which the Company is party that might affect its control following a successful takeover bid.
Substantial Interests in the Company’s Share Capital
The Company was aware of the following substantial interests in the Company’s voting rights as at 30 April and 30 June 2026, the latter being the latest practicable date before publication of the Annual Report:
|
As at 30 April 2026 |
Number of ordinary shares held |
% of
|
|
AJ Bell, stockbrokers (EO) |
1,997,613 |
11.77 |
|
Hargreaves Lansdown, stockbrokers (EO) |
1,940,522 |
11.43 |
|
Interactive Investor (EO) |
1,638,130 |
9.65 |
|
Rathbones |
1,146,177 |
6.75 |
|
Transact (EO) |
996,356 |
5.87 |
|
Quai Investment Services |
884,895 |
5.21 |
|
Charles Stanley |
844,369 |
4.98 |
|
Canaccord Wealth (ND) |
708,500 |
4.17 |
|
Raymond James Investment Services |
707,805 |
4.17 |
|
Quilter Cheviot Investment Management |
528,905 |
3.12 |
EO = execution only
ND = non-discretionary
* Source: RD:IR Investor Relations Services
|
As at 30 June 2026 |
Number of ordinary shares held |
% of
|
|
AJ Bell, stockbrokers (EO) |
2,012,202 |
11.86 |
|
Hargreaves Lansdown, stockbrokers (EO) |
1,928,822 |
11.37 |
|
Interactive Investor (EO) |
1,616,819 |
9.53 |
|
Rathbones |
1,127,011 |
6.64 |
|
Transact (EO) |
978,403 |
5.76 |
|
Quai Investment Services |
884,895 |
5.21 |
|
Charles Stanley |
797,408 |
4.70 |
|
Raymond James Investment Services |
718,255 |
4.23 |
|
Canaccord Wealth (ND) |
658,500 |
3.88 |
|
Quilter Cheviot Investment Management |
528,905 |
3.12 |
EO = execution only
ND = non-discretionary
* Source: RD:IR Investor Relations Services
Capital Structure
As at the date of this report, the Company’s share capital comprises 16,971,542 Ordinary shares of 1p each with one vote per share. The Company’s articles of association (“Articles”) contain provisions enabling shareholders to elect at three-year intervals for the realisation of all or part of their holdings of Ordinary shares (“Realisation Opportunity”).
The last Realisation Opportunity was offered in 2024, when only 5.3% of issued share capital, or 1,188,066 shares, were realised and bought back by the Company. The next such opportunity will be offered to shareholders in 2027.
To ensure that MIGO remains nimble and is best able to exploit the relevant opportunity set, the Board also expects to introduce a capital return mechanism in the future to limit the Company’s NAV rising above £150m. To be implemented at the Board’s discretion to optimise shareholder alignment, this will also potentially provide liquidity for shareholders. The Board believes a capital return mechanism, combined with the revised fee structure, will avoid a misaligned incentive for AVI to gather assets rather than focus on delivering shareholder returns.
Share Issuance and Buybacks
The Directors have the authority to issue shares up to an aggregate nominal amount equal to one-third of the issued share capital of the Company. They also have authority to issue shares, or sell Treasury shares, up to an aggregate nominal amount equal to 10% of the issued share capital for cash, without pre-emption rights applying. At the last Annual General Meeting held on 18 September 2025, the Directors were also granted the authority to repurchase up to 14.99% of the Company’s issued share capital. These authorities will expire at the Annual General Meeting to be held on 17 September 2026, when resolutions to renew them will be proposed.
The Company makes use of share buybacks and share issuances with the objective of achieving a sustainable low discount (or premium) to net asset value per share. Shares are not bought back – either for holding in Treasury or for cancellation – unless the result is an increase in the net asset value per Ordinary share. Shares will only be re-sold from Treasury or issued as new shares at a premium to the net asset value per Ordinary share.
At 30 April 2026, the number of Ordinary shares in issue was 16,971,542. No shares were issued during the year, and none were issued after the year-end. During the year, 2,274,835 shares were repurchased for cancellation. No shares were repurchased after the year-end and up to the date of this report.
Treasury Shares
The Company may make market purchases of its own shares for cancellation or for holding in Treasury where it is considered by the Board to be cost effective and positive for the management of the Company’s capital base to do so. During the year, and since the year end, no shares were purchased for, or held in, Treasury. All shares bought back during the financial year and since the year-end were cancelled.
Global Greenhouse Gas Emissions for the Year ended 30 April 2026
The Company is an investment trust, with neither employees nor premises, nor has it any financial or operational control of the assets which it owns. It has no greenhouse gas emissions to report from its operations nor does it have responsibility for any other emissions – producing sources as defined in the Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013, including those within the Company’s underlying investment portfolio. Consequently, the Company consumed less than 40,000 kWh of energy during the year in respect of which the Directors’ Report is prepared and therefore is exempt from the disclosures required under the Streamlined Energy and Carbon Reporting criteria.
Requirements of the UK Listing Rules
UK Listing Rule 6.6.4R requires the Company to include certain information, more applicable to traditional trading companies, in a single identifiable section of the Annual Report or a cross reference table indicating where the information is set out. The Directors confirm that there are no disclosures to be made in this regard.
Modern Slavery Act 2015
The Company does not provide goods or services in the normal course of business, and as a financial investment vehicle, does not have customers. Therefore, the Directors do not consider that the Company is required to make a statement under the Modern Slavery Act 2015 in relation to slavery or human trafficking. The Company’s suppliers are typically professional advisers and the Company’s supply chains are considered to be low risk in this regard.
Anti-Bribery and Corruption Policy
The Board has adopted a zero tolerance approach to instances of bribery and corruption. Accordingly, it expressly prohibits any Director or associated persons when acting on behalf of the Company, from accepting, soliciting, paying, offering or promising to pay or authorise any payment, public or private, in the United Kingdom or abroad to secure any improper benefit for themselves or for the Company.
The Board applies the same standards to its service providers in their activities for the Company.
A copy of the Company’s Anti-Bribery and Corruption Policy can be found on its website at www.migoplc.co.uk . This policy is reviewed annually by the Audit Committee.
Prevention of the Facilitation of Tax Evasion
In response to the implementation of the Criminal Finances Act 2017, the Board adopted a zero-tolerance approach to the criminal facilitation of tax evasion. A copy of the Company’s policy on preventing the facilitation of tax evasion can be found on the Company’s website at www.migoplc.co.uk. The policy is reviewed annually by the Audit Committee.
Political Donations
The Company has not made and does not intend to make any political donations.
Corporate Governance
The Corporate Governance report, which includes the Company’s corporate governance policies is set out on pages 40 to 47 of the Annual Report.
Common Reporting Standard (“CRS”)
CRS is a global standard for the automatic exchange of information commissioned by the Organisation for Economic Cooperation and Development and incorporated into UK law by the International Tax Compliance Regulations 2015. CRS requires the Company to provide certain additional details to HMRC in relation to certain shareholders. The reporting obligation began in 2016 and is an annual requirement. The Company’s Registrar, Computershare Investor Services PLC, has been engaged to collate such information and file the reports with HMRC on behalf of the Company.
Articles of Association
Any amendment of the Company’s Articles of Association requires a special resolution to be passed by shareholders.
The Company is proposing to adopt new Articles of Association at the AGM in September. The new provisions of the Company’s Articles of Association include those that are intended to strengthen the Company’s governance framework and ensure that the Board has appropriate protections and flexibility to respond effectively to unforeseen circumstances arising at shareholder meetings, including scenarios where insufficient directors are elected. Further details are set out in the explanatory notes to the resolutions.
Annual General Meeting
The following information to be considered at the forthcoming annual general meeting is important and requires your immediate attention.
If you are in any doubt about the action you should take, you should seek advice from your stock broker, bank manager, solicitor accountant or other financial adviser authorised under the Financial Services and Markets Act 2000 (as amended). If you have sold or transferred all of your ordinary shares in the Company, you should pass this document, together with any other accompanying documents, including the form of proxy, at once to the purchaser or transferee, or to the stock broker, bank or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee.
The full Notice of the Annual General Meeting together with explanatory notes is set out on pages 86 to 93 of the Annual Report. In particular, the following resolutions will be proposed:
Resolution 12: Authority to allot shares up to approximately one-third of the ordinary shares in issue;
Resolution 13: Authority to issue new shares or sell shares from Treasury for cash, up to approximately 10% of the Company’s issued ordinary shares, at a price per share not less than the net asset value per share, and to disapply pre-emption rights in respect of those shares;
Resolution 14: Authority to buy back up to 14.99% of shares in issue at the time of the AGM, either for cancellation or for placing into Treasury; and
Resolution 15: Authority to hold general meetings (other than AGMs) on at least 14 days’ notice.
Resolution 16: To adopt new Articles of Association.
Resolution 12 will be put to shareholders as an ordinary resolution and Resolutions 13 to 16 will be proposed as special resolutions.
Ordinary resolutions require that more than 50% of the votes cast at the relevant meeting must be in favour of the resolutions for them to be passed. Special resolutions require that at least 75% of the votes cast must be in favour of the resolutions for them to be passed.
Recommendation
The Directors consider that all the resolutions to be proposed at the AGM are in the best interests of the Company and its members as a whole. The Directors unanimously recommend that shareholders vote in favour of all the resolutions, as they intend to do in respect of their own beneficial holdings.
AGM Arrangements
The AGM will be held on Thursday, 17 September 2026 at 12.00 noon, and the Board is looking forward to meeting investors.
Questions can be submitted to the Company Secretary at info@frostrow.com.
Shareholders are also strongly encouraged to exercise their votes in respect of the meeting in advance. Voting by proxy will ensure that all shareholders’ votes are registered in the event that attendance at the AGM is not possible or restricted or if the meeting is postponed. Further details about the voting process can be found in the Notice of Meeting . The results of the AGM will be made public via a regulatory announcement and posted on the Company’s website at www.migoplc.co.uk after the meeting.
Audit Information
The Directors who held office at the date of this report confirm that, so far as they are aware, there is no relevant audit information of which the Company’s Auditors are unaware and each Director has taken all the steps that he/she ought to have taken as a Director to make himself/ herself aware of any relevant audit information and to establish that the Company’s Auditors are aware of that information.
On behalf of the Board
Richard Davidson
Chairman
13 July 2026
Corporate Governance Report
The Board and its Committees
Responsibility for effective governance lies with the Board whose role is to promote the long-term success of the Company. The Governance framework of the Company reflects the fact that as an externally-managed investment company it has no employees and currently outsources portfolio management to Asset Value Investors Limited and company secretarial, administrative and marketing services to Frostrow Capital LLP. The Board generates value for shareholders through its appointment and oversight of the service providers and management of costs associated with running the Company.
The Board
Chairman – Richard Davidson
Three additional non-executive Directors, all considered independent.
Senior Independent Director - Caroline Gulliver.
Key responsibilities:
- to provide leadership and set strategy, values and standards within a framework of prudent effective controls which enable risk to be assessed and managed;
- to ensure that a robust corporate governance framework is implemented; and
- to challenge constructively and scrutinise performance of all outsourced activities.
Audit Committee
Chair: Caroline Gulliver
All independent Directors
(The Chairman of the Board is also a member of the Committee)
Key responsibilities:
- to monitor the integrity of the Company’s Annual Report and Financial Statements and of the Half-yearly Report;
- to oversee the risk and control environment; and
- to have primary responsibility for the relationship with the Company’s external auditors, to review their independence and performance, and to determine their remuneration.
Meetings are held at least twice yearly and are arranged to coincide with the publication of the Company’s financial statements.
The Audit Committee Report is set out on pages 48 to 51 of the Annual Report.
Management Engagement Committee
Chairman: Richard Davidson
All independent Directors
Key responsibilities:
- to review the performance and remuneration of the AIFM and the Investment Manager’s obligations under the IMA and Delegation Agreement and to consider any variation to the terms of these agreements; and
- to review regularly the contracts, the performance and remuneration of the Company’s other principal service providers.
Meetings are held at least once a year.
The work of the Management Engagement Committee is set out on pages 27 and 28 of the Annual Report.
Copies of the full terms of reference, which clearly define the responsibilities of each committee, can be obtained from the Company Secretary and can be found on the Company’s website at www.migoplc.co.uk . They will also be available for inspection at the AGM.
The Directors have decided that, given the size of the Board, it is not necessary to form separate remuneration and nomination committees. The duties that would normally fall to those committees are carried out by the Board as a whole.
Corporate Governance Statement
The Company is committed to the highest standards of corporate governance and the Board is accountable to shareholders for the governance of the Company’s affairs.
The Board of MIGO Opportunities Trust plc has considered the principles and recommendations of the AIC Code of Corporate Governance published in February 2024 (the “AIC Code”). The AIC Code addresses all the principles set out in the 2024 UK Corporate Governance Code (the “UK Code”), as well as setting out additional provisions on issues that are of specific relevance to the Company.
The Board considers that reporting against the principles and provisions of the AIC Code (which has been endorsed by the Financial Reporting Council) will provide better information to shareholders. By reporting against the AIC Code, the Company meets its obligations under the UK Code (and associated disclosure requirements under paragraph 6.6.6R of the UK Listing Rules) and as such does not need to report further on issues contained in the UK Code which are irrelevant to the Company as an externally-managed investment company, including the provisions relating to the role of the chief executive, executive directors’ remuneration and the internal audit function.
The AIC Code is available on the AIC’s website www.theaic.co.uk and the UK Code can be viewed on the Financial Reporting Council website www.frc.org.uk. The AIC Code includes an explanation of how the AIC Code adapts the principles and provisions set out in the UK Code to make them relevant for investment companies.
The Company has no Remuneration Committee, but otherwise has complied with the principles and provisions of the AIC Code.
The Chairman of the Board is also a member of the Audit Committee, and this is considered acceptable due to his independence and the small number of Directors. However, under the terms of reference of the Audit Committee, the Chairman of the Board may not act as the Chairman of the Audit Committee.
The Corporate Governance Statement forms part of the Directors’ Report.
The Board
The Board is responsible for the effective governance and the overall management of the Company’s affairs. The governance framework of the Company reflects the fact that as an investment company it outsources investment management services to Asset Value Investors Limited as AIFM and company secretarial, administration and marketing services to Frostrow Capital LLP.
The Board’s key responsibilities are to set the strategy, values and standards; to provide leadership within a controls framework which enables risks to be assessed and managed; to challenge constructively and scrutinise performance of all outsourced activities; and to review regularly the contracts, performance and remuneration of the Company’s principal service providers and Investment Manager. The Board is responsible for all matters of direction and control of the Company, including its investment policy, and no one individual has unfettered powers of decision.
The Board consists of four non-executive Directors, who have substantial recent and relevant experience of investment trusts and financial and public company management. The Directors possess a wide range of business and financial expertise relevant to the Company and consider that they commit sufficient time to the Company’s affairs. Brief biographical details of the Directors, including details of their significant commitments, can be found on page 35 of the Annual Report.
Other than their letters of appointment as Directors, none of the Directors has a contract of service with the Company nor has there been any other contract or arrangement between the Company and any Director at any time during the year. Directors are not entitled to any compensation for loss of office.
The role of the Board is to promote the long-term sustainable success of the Company, generating value for shareholders and contributing to wider society.
Board Leadership and Purpose
Purpose and Strategy
The Board assesses the basis on which the Company generates and preserves value over the long term. The Strategic Report describes how opportunities and risks to the future success of the business have been considered and addresses, the sustainability of the Company’s business model and how its governance contributes to the delivery of its strategy.
The Company’s Objective and Investment Policy are set out on page 18 of the Annual Report.
Strategy issues and all material operational matters are considered at Board meetings.
Board Culture
The Board aims to enlist differences of opinion, unique vantage points and areas of expertise. The Chairman encourages open debate to foster a supportive and co-operative approach for all participants. Strategic decisions are discussed openly and constructively.
The Board aims to be open and transparent with shareholders and other stakeholders, and for the Company to conduct itself responsibly, ethically and fairly in its relationships with service providers.
Diversity Policy
The Board supports the principle of boardroom diversity. The Company’s policy is that the Board and its committees should be comprised of directors who collectively display the necessary balance of professional skills, experience, length of service and industry knowledge and that appointments to the Board and its committees should be made on merit, against objective criteria, including diversity in its broadest sense.
The objective of the policy is to have a broad range of approaches, backgrounds, skills, knowledge and experience represented on the Board. The Directors believe that this will make the Board and its committees more effective at promoting the long-term sustainable success of the Company and generating value for shareholders by ensuring there is a breadth of perspective among the Directors and the challenge needed to support good decision making. To this end, achieving a diversity of perspectives and backgrounds on the Board and its committees will be a key consideration in any director search process.
The Board is aware that gender representation objectives have been set for FTSE 350 companies and that targets concerning ethnic diversity have been recommended for each FTSE 100 board to have at least one director of colour by 2021 and for each FTSE 250 board to have the same by 2024.
When appointing new Board members, the Directors will consider gender and ethnic diversity besides knowledge, skills and experience. However, the Board does not feel that it would be appropriate to set targets as all appointments are made on merit.
Board Diversity
The Board is supportive of the FCA’s UK Listing Rules (UKLR 6.6.6(9) to (11)) to encourage greater diversity on listed company boards to the effect that:
(i) at least 40% of the individuals on its board are women;
(ii) at least one of the senior board positions is held by a woman; and
(iii) at least one individual on the board is from a minority ethnic background.
The FCA’s disclosure requirements will serve as guidelines when appointing new Directors.
The Company has chosen to align its diversity reporting reference date with the Company’s financial year end and proposes to maintain this alignment for future reporting periods. The Company has met two of the three targets on board diversity as at its chosen reference date, 30 April 2026: 50% of individuals on the Board are women and a senior position, that of Chair of the Audit Committee and SID, is held by a woman.
The relatively small size of the Company’s Board, and therefore more infrequent vacancies and opportunities for recruitment make achieving diversity on the Board a more challenging, but ongoing, process. As succession planning of the Board progresses over future years, the Company will continue to strive for increased diversity on its Board through its Diversity Policy. Further details on the Company’s appointment process can be found under Appointments to the Board below.
As required under UKLR 6.6.6(10), further details in respect of the three targets outlined above as at 30 April 2026 is disclosed as follows. Each Director volunteered how they wished to be included in the tables.
(a) Table for reporting on gender identity or sex
|
As at 30 April 2026 |
No. of Board members |
Percentage |
Number of senior
|
|
Men |
2 |
50% |
1 (Chair of the Board) |
|
Women |
2 |
50% |
1 (Audit Chair and SID*) |
|
Not specified / prefer not to say |
– |
– |
– |
* SID = Senior Independent Director
(b) Table for reporting on ethnic background
|
As at 30 April 2026 |
No. of Board members |
Percentage |
Number of senior
|
|
White British or other White
|
4 |
100% |
2 |
|
Mixed/Multiple ethnic groups |
– |
– |
– |
|
Asian/Asian British |
– |
– |
– |
|
Black/African/Caribbean/Black British |
– |
– |
– |
|
Other ethnic group |
– |
– |
– |
|
Not specified/prefer not to say |
– |
– |
– |
* As an externally managed investment company, the Company has no executive directors, employees or internal operations. The Board has therefore excluded the columns relating to executive management from the tables above. In addition, the senior positions on the Company’s Board of the chief executive and the chief financial officer are not applicable to the Company. In the absence of the aforementioned roles, the Board considers the Chair of the Audit Committee also to be a senior position on the Board. Caroline Gulliver serves as the Chair of the Audit Committee and as the Senior Independent Director.
Directors’ Independence
In accordance with the AIC Code, as part of the evaluation process, the Board has reviewed the independence of each individual Director and the Board as a whole.
The AIC Code requires that this report should identify each non-executive Director the Board considers to be independent in character and judgement and whether there are relationships or circumstances which are likely to affect, or could appear to affect, a Director’s judgement, stating its reasons if it determines that a Director is independent notwithstanding the existence of relationships or circumstances which may appear to be relevant to its determination.
Following formal performance evaluation, and having noted the willingness of each Director to challenge and debate the activities of the AIFM and Investment Manager, the Board has concluded that each Director is independent in character and judgement. Furthermore, the Board is content that there are no relationships or circumstances which are likely to affect the judgement of any Director.
Policy on Tenure
The Board subscribes to the view that long-serving directors should not be prevented from forming part of an independent majority. It does not consider that a director’s tenure necessarily reduces their ability to act independently and, following appropriate, formal performance evaluations, believes that directors may be considered independent in character and judgement. The Board’s policy on tenure is that continuity and experience are considered to add significantly to the strength of the Board and, as such, no limit has been imposed on the overall length of service of any of the Company’s Directors, including the Chairman. In view of its non-executive nature, the Board considers that it is not appropriate for directors to be appointed for a specified term, although new directors will be appointed with the expectation that they will serve for a minimum period of three years subject to shareholder approval. The Board has adopted a policy whereby all Directors will be required to stand for re-election annually, regardless of their length of tenure.
Board Evaluation
An evaluation of the Board and its Committees as well as the Chairman and the individual Directors is carried out annually. In addition to evaluations carried out by the Board collectively, the Management Engagement Committee on behalf of the Board considers annually whether an external evaluation should be undertaken by an independent agency.
The Chairman acts on the results of the Board’s evaluation by recognising the strengths and addressing the weaknesses of the Board and recommending any areas for development. If appropriate, the Chairman will propose that new members are appointed to the Board or will seek the resignation of Board Directors.
During the year ended 30 April 2026, the performance of the Board, its committees and individual Directors (including each Director’s independence) was again evaluated through a formal assessment process led by the Chairman. This involved the circulation of a Board and Committee evaluation questionnaire, tailored to suit the nature of the Company, followed by discussions between the Chairman and each of the Directors. The performance of the Chairman was evaluated by the other Directors under the leadership of the Senior Independent Director.
As part of the Board evaluation discussions, each of the Directors also assessed the overall time commitment of their external appointments and it was concluded that all Directors have sufficient time to discharge their duties. All Directors have attended all scheduled Board and Committee meetings and have made themselves available for ad hoc discussions where necessary.
The Chairman is satisfied that the structure and operation of the Board continues to be effective and relevant and that there is a satisfactory mix of skills, experience and knowledge of the Company. The Board has considered the position of all the Directors including the Chairman as part of the evaluation process and believes that it would be in the Company’s best interests to recommend them for re-election at the forthcoming AGM.
Board Composition and Succession
The Board has approved a composition and succession plan to ensure that the Board members collectively (i) display the necessary balance of professional skills, experience, length of service and industry/Company knowledge; and (ii) are fit and proper to direct the Company’s business with prudence and integrity. This plan is reviewed annually and at such other times as circumstances may require.
To this end, the Board collectively reviews all appointments to the Board and its Committees and, if necessary, following a skills review of the current Directors, will seek to add persons with complementary skills or who possess skills and experience which might fill any gaps in the Board’s knowledge or experience and who can devote sufficient time to the Company to carry out their duties effectively.
The Board will ensure that a robust recruitment process is undertaken for all directors’ appointments to deliver fair and effective selection outcomes. Independent advisers will be appointed to aid directors’ recruitment and to help to mitigate the risk of self-selection from a narrow pool of candidates. The Board will ensure that any search agency used has no connection with the Company or any of the Board members and that the appropriate disclosure is made in the relevant annual report.
Achieving a diversity and balance of skills and knowledge in the Board will be a key determinant of any new appointments. Selecting the best candidate, irrespective of background, is paramount. This will benefit the effectiveness of the Board by creating a breadth of perspective among directors.
Where the Board appoints a new Director during the year or after the year-end and before the notice of Annual General Meeting has been published, that Director will stand for election by shareholders at the next Annual General Meeting.
Induction/Development
A procedure for the induction of new Directors has been established, including the provision of an induction pack containing relevant information about the Company, its processes and procedures. New appointees have the opportunity of meeting with the Chairman and relevant persons at the AIFM, Investment Manager and Company Secretary.
Directors are also given key information on the Company’s regulatory and statutory requirements as they arise including information on the role of the Board, matters reserved for its decision, the terms of reference for the Board committees, the Company’s corporate governance practices and procedures and the latest financial information. Directors are encouraged to participate in training courses where appropriate.
Chairman and Senior Independent Director
The current Chairman, Richard Davidson, is deemed by his fellow independent Board members to be independent and to have no conflicting relationships. He is also the chairman of Aberforth Smaller Companies Trust plc. The Board considers that he has sufficient time to commit to the Company’s affairs as necessary.
Caroline Gulliver was appointed as the Senior Independent Director (“SID”) on 13 March 2024. The Board considers that she has sufficient time to commit to the Company’s affairs as necessary.
The Chairman, Richard Davidson, will reach nine years’ service on the Board in December 2026. In anticipation of this milestone, the Board has developed a succession plan to support an orderly and effective transition.
Responsibilities of the Chairman
The Chairman’s primary role is to provide leadership to the Board, assuming responsibility for its overall effectiveness in directing the Company. The Chairman is responsible for:
- taking the chair at general meetings and Board meetings, conducting meetings effectively and ensuring that all Directors are involved in discussions and decision making;
- setting the agenda for Board meetings and ensuring the Directors receive accurate, timely and clear information for decision-making;
- taking a leading role in determining the Board’s composition and structure;
- overseeing the induction of new directors and the development of the Board as a whole;
- leading the annual board evaluation process and assessing the contribution of individual directors;
- supporting and also challenging the Investment Manager (and other suppliers where necessary);
- ensuring effective communications with shareholders and, where appropriate, other stakeholders; and
- engaging with shareholders to ensure that the Board has a clear understanding of shareholders’ views.
Responsibilities of the SID
The SID serves as a sounding board for the Chairman and acts as an intermediary for other Directors and shareholders. The SID is responsible for:
- working closely with the Chairman and providing support;
- leading the annual assessment of the performance of the Chairman;
- holding meetings with the other non-executive Directors without the Chairman being present, on such occasions as necessary;
- carrying out succession planning for the Chairman’s role;
- working with the Chairman, other Directors and shareholders to resolve major issues; and
- being available to shareholders and other Directors to address any concerns or issues they feel have not been adequately dealt with through the usual channels of communication (i.e. through the Chairman or the Investment Manager).
Directors’ Other Commitments
Commitments or appointments of Directors are set out on page 35 of the Annual Report. All of the Directors consider that they have sufficient time to discharge their duties.
Conflicts of Interest
Company Directors have a statutory obligation to avoid a situation in which they (and connected persons) have, or can have, a direct or indirect interest that conflicts, or may possibly conflict, with the interests of the Company.
In line with the Companies Act 2006, the Board has the power to authorise any potential conflicts of interest that may arise and impose such limits or conditions as it thinks fit. A register of interests and potential conflicts is maintained and is reviewed at every Board meeting to ensure all details are kept up to date. It was resolved at each Board meeting during the year that there were no direct or indirect interests of a Director that conflicted with the interests of the Company. Appropriate authorisation will be sought if any new conflicts or potential conflicts arise.
Board Meetings
The Board meets formally at least four times each year. Representatives of the Investment Manager attend all meetings at which investment matters are discussed; representatives from Frostrow are in attendance at each Board meeting. The Chairman encourages open debate to foster a supportive and co-operative approach for all participants. The primary focus at regular Board meetings is the review of investment performance and associated matters, including asset allocation, together with marketing and investor relations, peer group information and industry issues. The Board reviews key investment and financial data, revenue and expenses projections, analyses of asset allocation, transactions, gearing policy, cash management, customised performance metrics and performance comparisons, share price and net asset value performance. The Board’s approach to addressing the Investment Manager’s performance and the Company’s share price performance during the year is described in the stakeholders section beginning on page 29 of the Annual Report.
The Board is responsible for setting the Company’s corporate strategy and reviews the continued appropriateness of the Company’s investment objective, investment strategy and investment restrictions at each meeting.
Meeting Attendance
The Directors meet at regular Board meetings, held at least once a quarter, with additional meetings arranged as necessary. During the year to 30 April 2026, the scheduled meetings held and attended by each Director were as below. There were also a number of ad hoc Board and Committee meetings to consider matters such as the approval of regulatory announcements, the renewal of MIGO’s loan facility and other ad hoc matters. All meetings were attended by all Board members.
Matters Reserved for Decision by the Board
The Board has adopted a schedule of matters reserved for its decision. This includes, inter alia , the following:
- Decisions relating to the strategic objectives and overall management of the Company, including the appointment or removal of the Investment Manager and other service providers, establishing the investment objectives, strategy and performance comparators, the permitted types or categories of investments and the proportion of assets that may be invested in them.
- Requirements under the Companies Act 2006, including approval of the half-yearly and annual financial statements, recommendation of the final dividend (if any), the appointment or removal of the Company Secretary, and determining the policy on share issuance and buybacks.
- Matters relating to certain Stock Exchange requirements and announcements, the Company’s internal controls, and the Company’s corporate governance structure, policies and procedures.
- Matters relating to the Board and its Committees, including the terms of reference and membership of the committees, and the appointment of directors (including the Chairman and the SID if applicable).
Day-to-day investment management is delegated to Asset Value Investors Limited. Operational management is delegated to Frostrow.
The Board takes responsibility for the content of communications regarding major corporate issues although the Investment Manager or Frostrow may act as spokesman. The Board is kept informed of relevant promotional material that is issued by the Investment Manager.
|
|
Board
|
Audit
|
Management Engagement Committee meetings
|
|
Richard Davidson |
4 |
3 |
2 |
|
Caroline Gulliver |
4 |
3 |
2 |
|
Lucy Costa Duarte |
4 |
3 |
2 |
|
Ian Henderson |
4 |
3 |
2 |
Internal Controls Structure
The Board has a responsibility for establishing and assessing internal controls to ensure the Company operates effectively, efficiently and within the risk appetites set by the Board. As the Company relies on third-party service providers for all of its operations, it obtains regular reports from these counterparties on the nature and effectiveness of controls within these organisations.
The Company’s principal service providers are the AIFM and Investment Manager, AVI, as well as the Company Secretary and Administrator, Frostrow Capital LLP, and the Custodian and Depositary. The Board receives regular reporting on compliance with the control environment and assesses the effectiveness of the internal controls through review of the assurance reports from each of these organisations.
In addition, the Company retains a number of other providers who report regularly to the Board. These include the registrar, broker and financial adviser, public relations and legal adviser. The services provided by these firms are not integral to the Company’s operating model and internal controls and so the reporting they provide to the Board on their operations is less stringent.
The Management Engagement Committee formally evaluates the performance and service delivery of all third-party service providers at least annually and the Audit Committee evaluates the performance of the Company’s external auditors annually, following the completion of the annual audit process.
Risk Management and Internal Controls
The Board has overall responsibility for the Company’s risk management and internal control systems and for reviewing their effectiveness. The Company applies the guidance published by the Financial Reporting Council on internal controls. Internal control systems are designed to manage, rather than eliminate, the risk of failure to achieve the business objective and can provide only reasonable and not absolute assurance against material misstatement or loss. These controls aim to ensure that the assets of the Company are safeguarded, that proper accounting records are maintained and that the Company’s financial information is reliable. The Directors have a robust process for identifying, evaluating and managing the significant risks faced by the Company, which are recorded in a risk matrix. The Audit Committee, on behalf of the Board, considers each risk as well as reviewing the mitigating controls in place. Each risk is rated for its “likelihood” and “impact” and the resultant numerical rating determines its ranking into “Principal/Key”, “Significant” or “Minor”. This process was in operation during the year and continues in place up to the date of this report. The process also involves the Audit Committee receiving and examining regular reports from the Company’s principal service providers. The Board then receives a detailed report from the Audit Committee on its findings. The Directors have not identified any significant failures or weaknesses in respect of the Company’s internal control systems.
Information on the Company’s financial, strategic and operational risk management can be found in the Strategic Report.
Relationship with the Investment Manager
At each Board meeting, representatives from the AIFM and Investment Manager are in attendance to present verbal and written reports covering their activity, portfolio and investment performance over the preceding period, and compliance with the applicable rules and guidance of the FCA and the UK Stewardship Code. The Investment Manager also seeks approval for specific transactions which it is required to refer to the Board.
Ongoing communication with the Board is maintained between formal meetings. The Board and the Investment Manager operate in a supportive, co-operative and open environment.
The Management Engagement Committee evaluates the AIFM’s and Investment Manager’s performance and reviews the terms of the Investment Management Agreement at least annually.
Relationship with Other Service Providers
Representatives from Frostrow are in attendance at each Board meeting to address questions on the Company’s operations, administration and governance requirements.
The Management Engagement Committee monitors and evaluates all of the Company’s other service providers, including Frostrow, and also the Custodian, the Registrar and the Broker. At the most recent review, in March 2026, the Committee concluded that all the service providers were performing well.
Relations with Shareholders
A detailed analysis of the substantial shareholders in the Company is provided to the Directors at each Board meeting. Representatives of the Investment Manager and Frostrow regularly meet with institutional shareholders and private client asset managers to discuss strategy and to understand their issues and concerns and, if applicable, to discuss corporate governance issues. The results of such meetings are reported at the following Board meeting.
Regular reports from the Company’s corporate stockbroker are submitted to the Board on investor sentiment, industry issues and trends.
The Company aims to provide shareholders with a full understanding of the Company’s investment objective, policy and activities, its performance and the principal investment risks by means of informative annual and half-yearly reports. This is supplemented by the daily publication of the net asset value of the Company’s shares through the London Stock Exchange. The Company’s website, www.migoplc.co.uk is regularly updated and provides useful information about the Company, including the Company’s financial reports, monthly factsheets, Investment Manager’s commentaries, podcasts and announcements. The Company also held a number of webinars for investors.
Shareholders wishing to communicate with the Chairman, or any other member of the Board, may do so by writing to the Company, for the attention of the Company Secretary at the offices of Frostrow or by email at info@frostrow.com. All shareholders are encouraged to attend the AGM, where they are given the opportunity to question the Chairman, the Board and the Investment Manager. The Directors welcome the views of all shareholders and place considerable importance on communications with them.
The annual and half-yearly reports of the Company are prepared by the Board and its advisers to present a full and readily understandable review of the Company’s performance. Copies of the annual report are dispatched to shareholders by mail, where this form of communication is chosen. It is also possible to download the annual report and other documents from the Company’s website at www.migoplc.co.uk.
Socially Responsible Investment
The Company’s investment activities and day to day management is delegated to the Investment Manager and other third parties. As an investment trust, the Company has no direct social, community, employee or environmental responsibilities. Its principal responsibility to shareholders is to ensure that the investment portfolio is properly managed and invested. The management of the portfolio has been delegated to the Company’s Investment Manager.
In light of the nature of the Company’s business there are no relevant human rights issues and the Company does not have a human rights policy.
Stewardship and the Exercise of Voting Powers
As an externally managed investment company, the Board delegates the majority of its Stewardship and engagement responsibilities to the Company’s Investment Manager. However, the Board retains oversight of this process by receiving regular updates from the Investment Manager on its engagement activities and by reviewing the Investment Manager’s engagement and voting policies.
Nominee Share Code
Where the Company’s shares are held via a nominee company name, the Company undertakes:
- to provide the nominee company with multiple copies of shareholder communications, so long as an indication of quantities has been provided in advance; and
- to allow investors holding shares through a nominee company to attend general meetings, provided the correct authority from the nominee company is available.
Nominee companies are encouraged to provide the necessary authority to underlying shareholders to attend the Company’s general meetings.
Significant Holdings and Voting Rights
Details of the shareholders with substantial interests in the Company’s shares, the Directors’ authorities to issue and repurchase the Company’s shares, and the voting rights of the shares are set out in the Directors' Report.
Independent Professional Advice
The Board has formalised arrangements under which the Directors, in the furtherance of their duties, may seek independent professional advice at the Company’s expense.
During the year, legal advice was provided by Stephenson Harwood LLP in respect of the new loan facility with OakNorth Bank plc.
Stephenson Harwood LLP and Deutsche Numis also provided professional advice and support during the discussions about the changes of co - manager, portfolio approach, fee structure and capital return mechanisms.
Kaso Legg Communications Limited facilitated communication with shareholders and the market in general.
Company Secretary
The Board has direct access to the advice and services of the Company Secretary, Frostrow, which is responsible for ensuring that the Board and Committee procedures are followed and that the Company complies with applicable regulations. The Company Secretary is also responsible to the Board for ensuring timely delivery of information and reports and that statutory obligations of the Company are met.
Audit, Risk and Internal Control
The Statement of Directors’ Responsibilities describes the Directors’ responsibility for preparing this Annual Report.
The Audit Committee Report explains the work undertaken to allow the Directors to make this statement and to apply the going concern basis of accounting. It also sets out the main roles and responsibilities and the work of the Audit Committee throughout the year, and describes the Directors’ review of the Company’s risk management and internal control systems.
A description of the principal risks facing the Company and an explanation of how they are being managed is provided in the Strategic Report.
The Board’s assessment of the Company’s longer - term viability is set out in the Business Review.
Remuneration
The Directors’ Remuneration Report sets out the levels of remuneration for each Director and explains how Directors’ remuneration is determined.
By order of the Board
Frostrow Capital LLP
Company Secretary
13 July 2026
Audit Committee Report
CAROLINE GULLIVER
I am pleased to present the Audit Committee (the “Committee”) Report for the year ended 30 April 2026.
Composition
The Committee is chaired by Caroline Gulliver. Due to the small size of the Board, the Committee comprises all of the Directors, including the Chairman of the Board. In accordance with the terms of reference of the Committee and the AIC Code, the Chairman of the Board may be a member provided he or she was independent on his/her appointment as Chairman, but may not act as the Committee Chairman. All Directors are non-executive and were considered independent during the year. The Committee considers that at least one member has recent and relevant experience in accounting or auditing and that the Committee as a whole has experience relevant to the investment trust industry.
The Committee met three times during the year with all members of the Committee attending each meeting.
The Company’s Auditors are invited to attend meetings as necessary. Representatives of the AIFM and Investment Manager may also be invited. The Company Secretary acts as the Secretary to the Committee.
Responsibilities of the Committee
The Committee’s responsibilities are set out in formal terms of reference which are available on the Company’s website www.migoplc.co.uk and which are reviewed annually. The Committee’s primary responsibilities are:
- to monitor the integrity of the financial statements of the Company, including its Annual and Half-Yearly Reports and any other formal announcements of the Company relating to its financial performance, and to review and report to the Board on significant financial reporting issues and judgements in those statements having regard to matters communicated to it by the Auditors;
- to review the effectiveness of the Company’s internal control and risk management systems and those of its third-party service providers;
- to make recommendations to the Board on whether the Company’s annual report, when taken as a whole, is fair balanced and understandable and provides shareholders with the information they need to assess the Company’s position and performance, business model, strategy and continued operation (including advising the Board on whether the Company is able to meet its liabilities as they fall due);
- to receive and consider reports from the Compliance Officer of the Investment Manager and AIFM;
- consideration of the annual confirmation from the Company’s Depositary in respect of the safekeeping of the Company’s assets.
- to consider the accounting policies of the Company;
- to monitor adherence to best practice in corporate governance;
- to make recommendations to the Board in relation to the re-appointment of the Auditors, their terms of engagement and their remuneration;
- to review the scope, results, cost effectiveness, independence and objectivity of the external Auditors;
- to review the policy on the engagement of the external Auditors to supply non-audit services and considering relevant guidance regarding the provision of non-audit services by the external audit firm; and
- to consider the need for an internal audit function; and
- to consider whether a dividend is required to be paid by the Company in respect of the previous financial year;
Significant Reporting Matters
The significant reporting matters with respect to the annual report considered by the Committee during the year were:
Verification of ownership and valuation of the Company’s holdings. The valuation of investments is undertaken in accordance with the accounting policies in note 1 to the Financial Statements. Controls are in place to ensure that valuations are appropriate and existence is verified through reconciliations with the Custodian. The Committee discussed the processes and controls with Frostrow and the AIFM. Having reviewed the processes and controls, the Committee confirmed it was satisfied that the investments had been valued correctly and the Company’s ownership was appropriately documented.
The portfolio includes holdings where the investee company is in a process of realisation/ liquidation. As at 30 April 2026, 19 out of 35 holdings (2025: 9 out of 46 holdings) were in a process of realisation, representing 54.0% (2025: 19.8%) of the portfolio value. The Investment Manager provides comprehensive updates on investee companies at each Board meeting and the Directors have regular discussions with the Investment Manager about the impact of this ‘tail’ on the Company and its performance.
Recognition of Revenue from Investments
The Committee took steps to gain an understanding of the processes in place to record investment income and transactions. The Committee sought, and received, confirmation that all dividends receivable have been accounted for correctly.
Other Reporting Matters/Accounting Policies
The current accounting policies have been applied consistently throughout the year and the prior period, where applicable.
Going Concern
Having reviewed the Company’s financial position and liabilities, the Committee is satisfied that it is appropriate for the Board to prepare the financial statements on the going concern basis.
Viability Statement
The Committee also considered the Company’s financial position and principal risks in connection with the Board’s statement on the longer-term viability of the Company, which is set out in the Business Review.
Financial Statements
The Board has asked the Committee to confirm that in its opinion the Board can make the statement that the Annual Report taken as a whole is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s position, performance, business model, strategy and continued operation.
The Committee has given this confirmation on the basis of its review of the whole document, underpinned by involvement in the planning for its preparation and review of the processes to assure the accuracy of factual content. The internal controls over financial reporting were also considered, together with feedback from the Company’s Auditors, the Investment Manager and the Company Secretary.
The Board’s conclusions in this respect are set out in the Statement of Director’s Responsibilities.
Internal Controls and Risk Management
The Board has overall responsibility for the risk assessment and review of the internal controls of the Company, undertaken in the context of its investment objective.
The review covers the key business, operational, compliance and financial risks facing the Company. In arriving at its judgement of what risks the Company faces, the Board has considered the Company’s operations in light of the following factors:
- the nature of the Company, with all management functions outsourced to third-party service providers;
- the nature and extent of risk which it regards as acceptable for the Company to bear within its overall investment objective;
- the threat of such risks becoming a reality; and
- the Company’s ability to reduce the incidence and impact of risk on its performance.
Against this background, a risk matrix has been developed which covers key risks that the Company faces, the likelihood of their occurrence and their potential impact, how these risks are monitored and the mitigating controls put in place. The Board has delegated to the Committee the responsibility for the review and maintenance of the risk matrix. It reviews the risk matrix twice yearly, bearing in mind any changes to the Company, its environment or service providers since the last review. The Committee considers whether any new risks are emerging as a result of any such changes and any significant changes to the risk matrix are discussed with the Board.
The ongoing conflict in Ukraine and the new war in the Middle East have impacted global energy supplies, shipping routes and broader regional stability, and have heightened investor risk aversion and contributed to market volatility. The Company’s risk matrix takes account of such risks on various aspects of the Company’s operations and investment management. The Committee keeps all developments under close review, but there were no fundamental changes to the Company’s risk management processes during the year, and no significant failings or weaknesses were identified from the Committee’s most recent risk review.
The Committee acknowledges that the Company is reliant on the systems utilised by its service providers. The Committee receives internal controls reports from, and reviews the internal controls in place at, the Investment Manager and AIFM twice annually. The internal controls reports from its other principal service providers – from the Company’s Administrator and Company Secretary; from the Custodian; and from the Registrar - are reviewed on an annual basis.
During the year, the Committee reviewed reports from the Depositary on its regulatory oversight and due diligence duties. Nothing material was brought to the attention of the Committee, and no breaches or pricing errors were reported during the year.
Following these reviews, the Committee concluded that there were no significant control weaknesses or other issues that needed to be brought to the attention of the Board.
The Committee members confirm that they have carried out a review of the effectiveness of the system of internal control and risk management during the year, as set out above and that:
(a) an ongoing procedure for identifying, evaluating and managing significant risks faced by the Company was in place for the year under review and up to the date of this report. This procedure is regularly reviewed by the Board; and
(b) they are responsible for the Company’s system of internal controls and for reviewing its effectiveness and that it is designed to manage the risk of failure to achieve business objectives. This can only provide reasonable, but not absolute, assurance against material misstatement or loss.
Material Controls
With effect for accounting periods beginning on or after 1 January 2026, listed investment companies will need to comply with the updated provision 34 of the AIC Code of Corporate Governance, which deals with Board monitoring of controls. The provision mirrors updates made to the UK Corporate Governance Code.
During the year, the Committee took steps to ensure the Board would be able to address the new requirements by revisiting the Company’s risk landscape and internal controls environment and reflecting on its appropriateness, applicability and relevance.
Internal Audit
The Company does not have an internal audit function as all of its day-to-day operations are delegated to third parties, all of whom have their own internal control procedures. The Committee discussed whether it would be appropriate to establish an internal audit function, and agreed that the existing system of monitoring and reporting by third parties remains appropriate and sufficient.
External Auditors
The Audit
The nature and scope of the audit for the year under review, together with PricewaterhouseCoopers LLP‘s (“PwC”) audit plan, were considered by the Committee on 17 March 2026. The Committee then met PwC on 2 July 2026 to formally review the outcome of the audit and to discuss the limited issues that arose. The Committee also discussed the presentation of the Annual Report with the Auditors and sought their perspective.
Independence and Effectiveness
In order to fulfil the Committee’s responsibility regarding the independence of the Auditors, the Committee reviewed:
- the senior audit personnel in the audit plan for the year;
- the Auditors’ arrangements concerning any conflicts of interest;
- the extent of any non-audit services; and
- the statement by the Auditors that they remain independent within the meaning of the regulations and their professional standards.
In order to consider the effectiveness of the Audit process, the Committee reviewed:
- the Auditors’ fulfilment of the agreed audit plan;
- the report arising from the audit itself; and
- feedback on the Auditors’ performance during the audit from Frostrow and AVI, together with the Committee’s own views of the process.
The Committee also reviewed the outcomes of the FRC’s annual Audit Quality Reviews and discussed the findings with the Auditors.
A summary of the Company’s policy on the provision by the Auditors of non-audit services to the Company can be found below.
The Committee is satisfied with the Auditors’ independence and the effectiveness of the audit process, together with the degree of diligence and professional scepticism brought to bear.
The audit fee for the year ended 30 April 2026 was £57,012 (2025: £59,094).
Appointment and Tenure
As a public company listed on the London Stock Exchange, the Company is subject to mandatory auditor rotation requirements. In accordance with current legislation, the Company is required to conduct an audit tender process at least every 10 years and will have to change its auditors after a maximum of 20 years. In addition, the nominated Engagement Leader is required to rotate after serving a maximum of five years with the Company.
PwC were appointed in September 2016 to audit the financial statements for the year ended 30 April 2017 and subsequent financial periods. The period of total uninterrupted engagement is ten years.
Ms Lauren Cooper is the current Engagement Lead, and this is her second year in this role having been allocated to the Company by PwC for the year ended 30 April 2025.
Audit Tender
As notified in last year’s Annual Report, a competitive audit tender process, led by the Committee, was undertaken in March 2026. The Committee adopted formal audit tender guidelines to govern the audit tender process.
A range of audit firms was considered not just those who are part of the “Big Four” group of audit firms. A selection of audit firms was then invited to participate, and two firms submitted proposals and were interviewed by the Committee. The Committee submitted the two audit firm candidates for the engagement to the Board, together with a justified preference for one of them. Following due consideration, the Board resolved to re-appoint the Committee’s preferred candidate, PwC.
Lauren Cooper, as the Engagement Lead for the financial year under review, confirmed PwC’s willingness to continue to act as Auditors to the Company for the forthcoming financial year and a resolution for their re-appointment will be proposed at the AGM.
Based on the requirements, another tender process will be conducted no later than 2036. PwC will not be eligible to take part in this tender (if they are still in post) as they will have completed 20 years as the Company’s Auditors.
In addition, the Committee continues to consider annually the need to go to tender for audit quality, remuneration or independence reasons.
Non-Audit Services
In accordance with the Company’s non-audit services policy, the Audit Committee reviews the scope and nature of all proposed non-audit services before engagement to ensure that auditor independence and objectivity are safeguarded. The audit policy includes a list of non-audit services which may be provided by the Auditors as long as there is no apparent threat to independence, as well as a list of services which are prohibited. Non-audit services are capped at 70% of the average of the statutory audit fees for the preceding three years.
No non-audit services were provided by the Auditors during the year ended 30 April 2026 (2025: none).
Effectiveness of the Committee
A formal internal Board review which included reference to the Committee’s effectiveness was undertaken by the Chairman of the Company during the year. As part of the evaluation, the Committee reviewed the following:
- the composition of the Committee;
- the leadership of the Committee;
- the Committee’s monitoring of compliance with corporate governance requirements;
- the Committee’s review of the quality and appropriateness of financial accounting and reporting;
- the Committee’s review of significant risks and internal controls; and
- the Committee’s assessment of the independence, competence and effectiveness of the Company’s external Auditors.
It was concluded that the Committee was performing satisfactorily and there were no formal recommendations made to the Board.
Caroline Gulliver
Audit Committee Chair
13 July 2026
Directors’ Remuneration Report
For the year ended 30 April 2026
Statement from the Chairman
I am pleased to present the Directors’ Remuneration Report for the year ended 30 April 2026. An ordinary resolution for the approval of this report will be put to shareholders at the forthcoming Annual General Meeting. The law requires the Company’s Auditors, PricewaterhouseCoopers LLP, to audit the Directors’ fees and beneficial interests. Where disclosures have been audited, they are indicated as such. The Auditors’ opinion is included in the Independent Auditors’ Report.
During the year under review, the Board consisted entirely of independent non-executive Directors and the Company had no employees. We have not, therefore, reported on those aspects of remuneration that relate to executive directors. Due to the small size and nature of the Board, it is not considered appropriate for the Company to establish a separate remuneration committee and the remuneration of the Directors is therefore dealt with by the Board as a whole.
The Board considers the framework for the remuneration of the Directors on an annual basis. It reviews the ongoing appropriateness of the Company’s remuneration policy and the individual remuneration of Directors by reference to the activities of the Company and comparison with other companies of a similar structure and size. This is in line with the AIC Code.
For the year ended 30 April 2026, Directors’ fees were set at the rate of £40,000 per annum for the Chairman, £35,000 per annum for the Chair of the Audit Committee and £30,000 per annum for other non - executive Directors.
Following a review of Directors’ fees during the year, fees were increased with effect from 1 May 2026 to £41,000 per annum for the Chairman, £36,000 for the Chair of the Audit Committee and £31,000 for other non-executive Directors. This was done in accordance with the Company’s Remuneration Policy which states that Directors’ remuneration is determined with reference to comparable organisations and appointments and that all levels of remuneration should reflect both the time commitment and responsibility of the role.
Directors’ Fees for the Year (audited)
The Directors who served during the year received the following emoluments:
|
|
Year ended 30 April 2026 |
Year ended 30 April 2025 |
|
|
|
|
|
||||
|
|
Fees £ |
Expenses £ |
Total £ |
Fees £ |
Expenses £ |
Total £ |
2026 Percentage change (%) |
2025 Percentage change (%) |
2024 Percentage change (%) |
2023 Percentage change (%) |
2022 Percentage change (%) |
|
Richard Davidson (Chairman) |
40,000 |
– |
40,000 |
39,300 |
– |
39,300 |
1.8% |
(13.4%) |
28.1 |
18.4% |
(1.5%) |
|
Caroline Gulliver (Audit Committee Chair) 1 |
35,000 |
– |
35,000 |
33,800 |
– |
33,800 |
3.6% |
n/a |
n/a |
n/a |
n/a |
|
Lucy Costa Duarte 2 |
30,000 |
– |
30,000 |
28,400 |
– |
28,400 |
5.6% |
(15.0%) |
n/a |
n/a |
n/a |
|
Ian Henderson 2 |
30,000 |
– |
30,000 |
28,400 |
– |
28,400 |
5.6% |
(14.7%) |
n/a |
n/a |
n/a |
|
Hugh van Cutsem 3 |
– |
– |
– |
5,607 |
– |
5,607 |
n/a |
n/a |
28.1% |
16.6% |
1.4% |
|
|
135,000 |
– |
135,000 |
135,507 |
– |
135,507 |
(0.4%) |
(26.7%) |
55.9% |
19.5% |
19.5% |
1 Appointed as a Director on 29 December 2023.
2 Appointed as a Director on 1 November 2022.
3 Retired as a Director on 10 July 2024.
The Directors’ fees set out in the table above exclude any employers’ national insurance contributions, if applicable. No other forms of remuneration were received by the Directors and, therefore, the fees represent the total remuneration of each Director.
No payments were made to former directors of the Company during the year other than set out in the table above.
Other Benefits
The Company’s Articles of Association provide that Directors are entitled to be reimbursed for reasonable expenses incurred by them in connection with the performance of their duties and attendance at Board and General Meetings. The claims for taxable expenses, if applicable, are set out in the table above.
No pension schemes or other similar arrangements have been established for the Directors and no Director is entitled to any pension or similar benefits pursuant to their Letters of Appointment.
Loss of Office
Directors do not have service contracts with the Company but are engaged under Letters of Appointment. These specifically exclude any entitlement to compensation upon leaving office for whatever reason.
Relative Importance of Spend on Pay
The table below shows the comparative cost of Directors’ fees compared with the level of dividend distribution and Company expenses for the years ended 30 April 2026 and 30 April 2025.
|
|
2026 |
2025 |
Change |
|
|
£’000 |
£’000 |
% |
|
Total Returns |
12,744 |
(3,983) |
420.0% |
|
Directors’ fees |
135 |
136 |
(0.4%) |
|
Dividend paid |
– |
127 |
n/a |
|
Share Buybacks |
8,551 |
11,687 |
(26.8%) |
Directors’ Beneficial Interests (audited)
The interests of the Directors and persons closely associated with them in the Ordinary shares of the Company are set out below:
|
|
At 30 April 2026 |
At 30 April 2025 |
|
|
Number of shares |
Number of shares |
|
Richard Davidson |
87,000 |
87,000 |
|
Lucy Costa Duarte |
6,115 |
6,115 |
|
Ian Henderson |
9,053 |
9,053 |
|
Caroline Gulliver |
10,000 |
10,000 |
There have been no changes to any of the above holdings between 30 April 2026 and the date of this report.
There is no requirement under the Company’s Articles of Association for Directors to hold shares in the Company.
The interests of representatives of the Portfolio Managers in the Ordinary shares of the Company are set out below:
|
|
At 30 April 2026 |
At 30 April 2025 |
|
|
Number of shares |
Number of shares |
|
Tom Treanor |
99,335 |
n/a |
|
Charlotte Cuthbertson |
4,400 |
1,252 |
Statement of Voting at Annual General Meeting
The Directors’ Remuneration Report for the year ended 30 April 2025 was approved by shareholders at the Annual General Meeting held on 18 September 2025.
2,097,167 votes (98.31%) were in favour, with 36,014 votes (1.69%) against and 17,794 votes withheld. Any proxy votes which were at the discretion of the Chairman were included in the “for” total.
Approval
The Directors’ Remuneration Report was approved by the Board of Directors on 13 July 2026 and signed on its behalf by:
Richard Davidson
Chairman
Directors’ Remuneration Policy
The Board’s policy is that the remuneration of the Directors should reflect the experience of the Board as a whole, and be determined with reference to comparable organisations and appointments. The level of remuneration has been set in order to attract individuals of a calibre appropriate to the future development of the Company. The remuneration of the Directors will take into account the duties and responsibilities of the Directors and the expected time commitment to the Company’s affairs.
The fees of the Directors are determined within the limits set out in the Company’s Articles of Association, which stipulate that the aggregate amount of Directors’ fees shall not exceed £250,000 in any financial year or any greater sum that may be determined from time to time by ordinary resolution of the Company. The Directors are not eligible for bonuses, pension benefits, share options, long-term incentive schemes or other benefits. There are no performance conditions attaching to the remuneration of the Directors as the Board does not believe this to be appropriate for non-executive Directors.
As set out in the Company’s Articles of Association, Directors are entitled to be paid all reasonable travel, hotel or other expenses properly incurred in or about the performance of their duties as Directors, including expenses incurred in attending Board or shareholder meetings. In certain circumstances, under HMRC rules, travel and other out of pocket expenses reimbursed to the Directors may be considered as taxable benefits. Where expenses are classed as taxable under HMRC guidance, they are shown in the expenses column of the Directors’ remuneration table along with the associated tax liability.
Fees for any new Director appointed will be on the above basis. Fees payable in respect of subsequent periods will be determined following an annual review. No communications have been received from shareholders regarding Directors’ remuneration. The Board will consider any comments received from shareholders on the Directors’ Remuneration Policy.
None of the Directors has a contract of service with the Company, but letters of appointment setting out the terms of their appointment as non-executive Directors are in place and are available on request from the Company Secretary and will be available at the Company’s Annual General Meeting. All Directors stand for re-election annually. Compensation will not be paid upon loss of office.
This policy was last approved by shareholders at the Annual General Meeting held in 2023. 3,623,139 votes (99.14%) were in favour, with 31,375 votes against (0.86%) and 11,460 votes withheld. Any proxy votes which were at the discretion of the Chairman were included in the “for” total.
In accordance with regulations, an ordinary resolution to approve the Directors’ Remuneration Policy will be put to shareholders at least once every three years, if there have been no proposed changes to the policy in the meantime. Therefore, the Directors’ Remuneration Policy will be put to shareholders at this year’s AGM.
|
|
Current fees |
|
|
|
for year to |
Fees for year to |
|
|
30 April 2027 |
30 April 2026 |
|
|
£ |
£ |
|
Chairman |
41,000 |
40,000 |
|
Audit Committee Chair |
36,000 |
35,000 |
|
Non-executive Director |
31,000 |
30,000 |
|
Total Director’s fees for the year |
139,000 |
135,000 |
|
Total aggregate annual fees that the Articles allow |
250,000 |
250,000 |
Statement of Directors’ Responsibilities in respect of the Financial Statements
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, including 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 profit or loss of the Company for that period. In preparing the financial statements, the Directors are required to:
- select suitable accounting policies and then apply them consistently;
- state whether applicable United Kingdom Accounting Standards, including FRS 102 have been followed, subject to any material departures disclosed and explained in the financial statements;
- make judgements and accounting estimates that are reasonable and prudent; and
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are 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 Directors are also 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.
The Directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Directors’ Confirmations
The Directors consider that the Annual Report and financial statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy.
Each of the Directors, whose names and functions are listed in the ‘Board of Directors’ on page 35 of the Annual Report confirm that, to the best of their knowledge:
- the Company’s financial statements, which have been prepared in accordance with United Kingdom Accounting Standards, including FRS 102, give a true and fair view of the assets, liabilities, financial position and profit of the Company; and
- the Strategic Report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces.
In the case of each Director in office at the date the Directors’ Report is approved:
- so far as the Director is aware, there is no relevant audit information of which the Company’s Auditors are unaware; and
- they have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company’s auditors are aware of that information.
Approved by the Board of Directors and signed on its behalf by
Richard Davidson
Chairman
13 July 2026
Financial Statements
Income Statement
For the year ended 30 April 2026
|
|
|
|
Year ended 30 April 2026 |
|
|
Year ended 30 April 2025 |
|
|
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
|
Note |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
|
Gains/(losses) on investments |
9 |
– |
12,346 |
12,346 |
– |
(4,311) |
(4,311) |
|
Exchange losses on currency balances |
|
– |
(35) |
(35) |
– |
(9) |
(9) |
|
Income |
2 |
2,346 |
– |
2,346 |
2,310 |
– |
2,310 |
|
Investment management and performance fees |
3 |
(275) |
(247) |
(522) |
(465) |
– |
(465) |
|
Other expenses |
4 |
(720) |
– |
(720) |
(853) |
– |
(853) |
|
Net return before finance costs and taxation |
|
1,351 |
12,064 |
13,415 |
992 |
(4,320) |
(3,328) |
|
Finance costs |
5 |
(671) |
– |
(671) |
(655) |
– |
(655) |
|
Net return before taxation |
|
680 |
12,064 |
12,744 |
337 |
(4,320) |
(3,983) |
|
Taxation |
6 |
– |
– |
– |
– |
– |
– |
|
Net return after taxation |
|
680 |
12,064 |
12,744 |
337 |
(4,320) |
(3,983) |
|
Basic and diluted return per share (pence) |
7 |
3.8 |
66.8 |
70.6 |
1.6 |
(20.6) |
(19.0) |
The total column of this statement is the Income Statement of the Company. The supplementary revenue and capital columns have been prepared in accordance with guidance issued by the AIC.
All revenue and capital items in the above statement derive from continuing operations. There is no other comprehensive income and therefore no Statement of Total Comprehensive Income has been presented.
The notes form part of these financial statements.
Statement of Changes in Equity
For the year ended 30 April 2026
|
|
Note |
Called up share capital £’000 |
Capital redemption reserve £’000 |
Share premium account £’000 |
Capital reserve £’000 |
Revenue reserve £’000 |
Total
|
|
|
Balance at 1 May 2024 |
|
225 |
129 |
29,088 |
51,320 |
952 |
81,714 |
|
|
Movement for the year |
|
|
|
|
|
|
|
|
|
Buyback of shares for cancellation |
13 |
(33) |
33 |
– |
(11,687) |
– |
(11,687) |
|
|
Net return for the year |
|
– |
– |
– |
(4,320) |
337 |
(3,983) |
|
|
Dividends paid |
8 |
– |
– |
– |
– |
(127) |
(127) |
|
|
Balance at 30 April 2025 |
|
192 |
162 |
29,088 |
35,313 |
1,162 |
65,917 |
|
|
Movement for the year |
|
|
|
|
|
|
|
|
|
Buyback of shares for cancellation |
13 |
(22) |
22 |
– |
(8,551) |
– |
(8,551) |
|
|
Net return for the year |
|
– |
– |
– |
12,064 |
680 |
12,744 |
|
|
Dividends paid |
8 |
– |
– |
– |
– |
– |
– |
|
|
Balance at 30 April 2026 |
|
170 |
184 |
29,088 |
38,826 |
1,842 |
70,110 |
|
The notes form part of these financial statements.
Statement of Financial Position
as at 30 April 2026
|
|
|
30 April 2026 |
30 April 2025 |
|
|
Note |
£’000 |
£’000 |
|
Fixed assets |
|
|
|
|
Investments |
9 |
74,477 |
68,867 |
|
Current assets |
|
|
|
|
Debtors |
11 |
1,067 |
892 |
|
Cash |
|
6,085 |
7,843 |
|
|
|
7,152 |
8,735 |
|
Creditors: amounts falling due within one year |
|
|
|
|
Creditors |
12 |
(11,519) |
(11,685) |
|
|
|
(11,519) |
(11,685) |
|
Net current liabilities |
|
(4,367) |
(2,950) |
|
Net assets |
|
70,110 |
65,917 |
|
Share capital and reserves: |
|
|
|
|
Called up share capital |
13 |
170 |
192 |
|
Share premium account |
|
29,088 |
29,088 |
|
Capital redemption reserve |
|
184 |
162 |
|
Capital reserve |
|
38,826 |
35,313 |
|
Revenue reserve |
|
1,842 |
1,162 |
|
Total shareholders’ funds |
|
70,110 |
65,917 |
|
Net asset value per Ordinary share (pence) |
14 |
413.1 |
342.5 |
|
Number of shares in issue |
|
16,971,542 |
19,246,377 |
These financial statements were approved by the Board of Directors and authorised for issue on 13 July 2026, and signed on its behalf by:
Richard Davidson
Chairman
Company No. 05020752
The notes form part of these financial statements.
Statement of Cash Flow
for the year ended 30 April 2026
|
|
|
Year ended |
Year ended |
|
|
|
30 April 2026 |
30 April 2025 |
|
|
Note |
£’000 |
£’000 |
|
Net cash inflow from operating activities |
15 |
1,416 |
1,074 |
|
Investing activities |
|
|
|
|
Purchases of investments |
|
(72,526) |
(29,217) |
|
Sales of investments |
|
78,871 |
41,034 |
|
Exchange gain on settlement |
|
5 |
13 |
|
Net cash inflow from investing activities |
|
6,350 |
11,830 |
|
Financing activities |
|
|
|
|
Buyback of shares for cancellation |
|
(8,551) |
(11,687) |
|
Revolving credit facility drawdown |
|
– |
5,000 |
|
Dividend paid |
|
– |
(127) |
|
Finance costs paid |
|
(933) |
(590) |
|
Net cash outflow from financing activities |
|
(9,484) |
(7,404) |
|
(Decrease)/increase in cash |
|
(1,718) |
5,500 |
|
Reconciliation of net cash flow movement in funds: |
|
|
|
|
Cash at beginning of year |
|
7,843 |
2,365 |
|
Exchange rate movements |
|
(40) |
(22) |
|
(Decrease)/increase in cash |
|
(1,718) |
5,500 |
|
(Decrease)/increase in cash |
|
(1,758) |
5,478 |
|
Cash at end of year |
|
6,085 |
7,843 |
The notes form part of these financial statements.
Notes to the Financial Statements
For the year ended 30 April 2026
1 Accounting policies
The Company is a public limited company (PLC) limited by shares, incorporated in England and Wales, with its registered office at 25 Southampton Buildings, London, WC2A 1AL.
The principal accounting policies, all of which have been applied consistently throughout the year and in the preparation of the financial statements, are set out below:
The policies applied in these financial statements are consistent with those applied in the preceding year.
Accounting convention
The financial statements are prepared on a going concern basis, under the historical cost convention, modified by the valuation of investments at fair value, in accordance with the Companies Act 2006, United Kingdom Generally Accepted Accounting Principles (“UK GAAP”) including FRS102 ‘The Financial Reporting Standard applicable in the UK and Ireland’ and the Statement of Recommended Practice regarding the Financial Statements of Investment Trust Companies and Venture Capital Trusts (“SORP”) issued by the Association of Investment Companies in July 2022.
The Company’s financial statements are presented in sterling, being the functional and presentational currency of the Company. All values are rounded to the nearest thousand pounds (£’000) except where otherwise indicated.
Presentation of the Income Statement
In order to reflect better the activities of an investment trust company and in accordance with the SORP, supplementary information which analyses the Income Statement between items of a revenue and capital nature has been presented alongside the Income Statement. The net revenue return is the measure the Directors believe appropriate in assessing the Company’s compliance with certain requirements set out in Sections 1158 and 1159 of the Corporation Tax Act 2010.
Critical accounting judgements and key sources of estimation uncertainty
Critical accounting judgements and key sources of estimation uncertainty used in preparing the financial information are regularly evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable. The resulting estimates will, by definition, seldom equal the related actual results. There are no critical accounting judgements made in preparing the financial statements.
The key sources of estimation and uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities relate to the valuation of the Company’s unquoted investments; 0.7% (2025: 0.9%) of the Company’s portfolio is comprised of unquoted investments. These are valued in line with the accounting policy for investments starting below. Given the scale of the Company’s unquoted portfolio, there are no material sources of estimation uncertainty.
Going concern
The Directors have made an assessment of the Company’s ability to continue as a going concern and, having taken into account the liquidity of the Company’s portfolio and the Company’s financial position in respect of its cash flows and borrowing facilities, are satisfied that the Company has the resources to continue in business for 12 months from the date of approval of this report. The Company, therefore, continues to adopt the going concern basis in preparing its financial statements. Further information on the Company’s borrowing facility is given in note 12.
Income recognition
Dividends receivable are recognised when the investments concerned are quoted ‘ex-dividend’. Where no ex-dividend date is quoted, dividends are recognised when the Company’s right to receive payment is established.
Special dividends of a revenue nature are recognised through the revenue column of the Income Statement. Special dividends of a capital nature are recognised through the capital column of the Income Statement.
Expenses
All expenses are accounted for on an accruals basis. Expenses are charged through the revenue column of the Income Statement except for transaction costs which are incidental to the acquisition or disposal of an investment, which are included within gains/(losses) on investments and disclosed in note 9 and performance fees which are allocated 100% to the capital as disclosed in note 3.
Foreign currency transactions
Transactions denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the date of the transaction.
Investments are converted to sterling at the rates of exchange ruling at the Statement of Financial Position date. Any gains or losses on the re - translation of assets or liabilities are taken to the revenue or capital column of the Income Statement, depending on whether the gain or loss is of a capital or revenue nature.
Dividends payable
Dividends are included in the financial statements in the year in which they are paid.
Investments
In accordance with FRS 102 Section 11: Basic Financial Investments and Section 12: Other Financial Investment Issues, investments are measured initially, and at subsequent reporting dates, at fair value, and are recognised and de-recognised at trade date where a purchase or sale is under a contract whose terms require delivery within the time frame established by the market concerned.
For quoted securities fair value is either bid price or the closing price where the security is primarily traded via a trading service that provides an end of day closing auction with guaranteed liquidity to investors.
The valuation of unquoted securities is carried out in accordance with the International Private Equity and Venture Capital Association valuation guidelines. Unquoted securities are valued using either:
- the last published net asset value of the security after adjustment for factors that the AIFM and Board believe would affect the amount of cash that the Company would receive if the security were realised as at the Statement of Financial Position date; or
- the estimated, discounted cash distribution based on information provided by the management or liquidators of the security. The discount applied will take account of various factors, including expected timings of the cash flow and the level of certainty on the estimate.
Changes in fair value and gains or losses on disposal are included in the Income Statement as a capital item.
Cash
Cash comprises solely cash at bank.
Bank loans and finance costs
Bank loans are initially recognised at cost, being the fair value of the consideration received less issue costs where applicable. After initial recognition, bank loans are recognised at amortised cost using the effective interest rate method, with the interest expense recognised on an effective yield basis.
Taxation
The charge for taxation is based on net revenue for the year.
The tax effect of different items of income/gain and expenditure/loss is allocated between capital and revenue as set out in note 6 to the financial statements. The standard rate of corporation tax is applied to taxable net revenue. Any adjustment resulting from relief for overseas tax is allocated to the revenue reserve.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the Statement of Financial Position date where transactions or events that result in an obligation to pay more, or right to pay less, tax in future have occurred at the Statement of Financial Position date. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of the underlying timing differences can be deducted. Timing differences are differences arising between the Company’s taxable profits and its results as stated in the accounts which are capable of reversal in one or more subsequent periods. Deferred tax is measured without discounting and based on enacted tax rates. Due to the Company’s status as an investment trust, and the intention to meet the conditions required to obtain approval under Sections 1158 and 1159 of the Corporation Tax Act 2010, the Company has not provided for deferred tax on any capital gains and losses arising on the revaluation or disposal of investments.
Capital reserve
Gains or losses on disposal of investments and changes in fair values of investments (investment holding gains or losses) are charged to the capital column of the Income Statement and taken to the Capital reserve.
Certain expenses net of any related taxation effects are charged to this reserve in accordance with the expenses policy on page 61 of the Annual Report. The amounts within the Capital Reserve less unrealised gains and losses which are not readily convertible to cash are available for distribution.
Revenue reserve
The revenue reserve is distributable by way of dividends, when positive. While the reserve is negative no dividends can be distributed by way of dividend from this reserve.
Capital redemption reserve
This reserve arises when shares are bought back by the Company and subsequently cancelled at which point an amount equal to the par value of the shares cancelled is transferred from share capital to this reserve. This reserve is not distributable.
Financial assets and liabilities
The only financial assets measured at fair value through profit or loss are the investments held by the Company, refer to note 9. All other financial assets (being Debtors and Cash) are measured at amortised cost. All financial liabilities (being Borrowings and Creditors) are measured at amortised cost.
2 Income
|
|
Year ended |
Year ended |
|
|
30 April 2026 |
30 April 2025 |
|
|
£’000 |
£’000 |
|
Income from investments: |
|
|
|
UK dividends |
1,146 |
1,072 |
|
Overseas dividends |
994 |
1,023 |
|
Property income dividends |
178 |
184 |
|
|
2,318 |
2,279 |
|
Other income |
|
|
|
Interest income |
28 |
31 |
|
Total income |
2,346 |
2,310 |
3 Investment management and performance fees
|
|
Year ended 30 April 2026 |
Year ended 30 April 2025 |
||||
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
|
Investment management fee |
275 |
– |
275 |
465 |
– |
465 |
|
Performance fee |
– |
247 |
247 |
– |
– |
– |
|
Total investment management and performance fee |
275 |
247 |
522 |
465 |
– |
465 |
Further details on the investment management and performance fee arrangements can be found in the Strategic Report.
4 Other expenses
|
|
Year ended
|
Year ended
|
|
Frostrow Capital LLP administration fees |
146 |
180 |
|
Audit fees* |
57 |
59 |
|
Directors’ remuneration** |
135 |
136 |
|
Employers NIC on directors’ remuneration |
7 |
8 |
|
Legal and professional fees |
16 |
32 |
|
Broker fees |
42 |
42 |
|
Other expenses*** |
317 |
396 |
|
|
720 |
853 |
* Exclusive of VAT. The Company’s auditors provided no non-audit services during the year (2025: none).
** See Directors’ Remuneration Report for analysis.
*** Other expenses primarily comprise marketing and other operational costs.
5 Finance costs
|
|
Year ended 30 April 2026 |
Year ended 30 April 2025 |
||||
|
|
Revenue
|
Capital £’000 |
Total
|
Revenue £’000 |
Capital £’000 |
Total
|
|
Finance costs payable |
671 |
– |
671 |
655 |
– |
655 |
Relates to interest charged, commitment fees and arrangement fees on the revolving loan facility, details of which are disclosed in note 12.
6 Taxation
Analysis of tax charge for the year
|
|
Year ended 30 April 2026 |
Year ended 30 April 2025 |
||||
|
|
Revenue £’000 |
Capital £’000 |
Total
|
Revenue £’000 |
Capital £’000 |
Total
|
|
Corporation tax at 25.0% (2025: 25.0%) |
– |
– |
– |
– |
– |
– |
|
Overseas taxation |
– |
– |
– |
– |
– |
– |
Factors affecting total tax charge for the year
The tax charge for the year is lower than (2025: lower than) the standard rate of Corporation Tax in the UK of 25.0% (2025: 25.0%). The differences are explained below:
|
|
Year ended 30 April 2026 |
Year ended 30 April 2025 |
||||
|
|
Revenue £’000 |
Capital £’000 |
Total
|
Revenue £’000 |
Capital £’000 |
Total
|
|
Net return before taxation |
680 |
12,064 |
12,744 |
337 |
(4,320) |
(3,983) |
|
Theoretical tax at UK corporation tax rate of 25% (2025: 25.0%) |
170 |
3,016 |
3,186 |
84 |
(1,080) |
(996) |
|
Effects of: |
|
|
|
|
|
|
|
– Non taxable dividends |
(447) |
– |
(447) |
(379) |
– |
(379) |
|
– Gains/(losses) on investment |
– |
(3,078) |
(3,078) |
– |
1,080 |
1,080 |
|
– Unrelieved expenses |
277 |
62 |
339 |
295 |
– |
295 |
|
Total tax charge/(credit) for the year |
– |
– |
– |
– |
– |
– |
Provision for deferred tax
Approved investment trusts are exempt from tax on capital gains made within the Company.
As at 30 April 2026, based on current estimates and including the accumulation of net allowable losses, the Company has unrelieved losses of £16,349,118 (2025: £14,996,689) that are available to offset future taxable revenue. A deferred tax asset of £4,087,280 (2025: £3,749,172) has not been recognised, based on the effective tax rate of 25.0% (2025: 25.0%), because the Company is not expected to generate sufficient taxable income in the near future periods in excess of the available deductible expenses and accordingly, the Company is unlikely to be able to reduce future tax liabilities through the use of existing surplus losses.
Deferred tax is not provided on capital gains and losses arising on the revaluation or disposal of investments because the Company meets (and intends to continue for the foreseeable future to meet) the conditions for approval as an investment trust company.
7 Return per share
The Capital, Revenue and Total Return per share are based on the net returns shown in the Income Statement and the weighted average number of shares in issue 18,066,074 (2025: 21,009,564).
There are no dilutive instruments issued by the Company.
8 Dividends
During the year to 30 April 2026, the Company paid no final dividend in relation to the financial year ended 30 April 2025.
During the year to 30 April 2025, the Company paid a final dividend of 0.6 pence per share or £127,000 in total in relation to the financial year ended 30 April 2024.
A final dividend of 2.00 pence per share in relation to the financial year ended 30 April 2026 has been recommended by the Board. If approved by shareholders, the related amount will be reflected in the Company’s Annual Report for the year ending 30 April 2027.
9 Investments
|
|
Year ended |
Year ended |
|
|
30 April 2026 |
30 April 2025 |
|
|
£’000 |
£’000 |
|
Investment portfolio summary |
|
|
|
Opening book cost |
73,695 |
80,745 |
|
Opening investment holding (losses)/gains |
(4,828) |
2,963 |
|
|
68,867 |
83,708 |
|
Analysis of investment portfolio movements |
|
|
|
Opening valuation |
68,867 |
83,708 |
|
Movements in the year: |
|
|
|
Purchases at cost |
72,270 |
30,404 |
|
Sales – proceeds |
(79,006) |
(40,934) |
|
Gains/(losses) on investments |
12,346 |
(4,311) |
|
Valuation at 30 April |
74,477 |
68,867 |
|
Cost at 30 April |
81,394 |
73,695 |
|
Investment holding losses at 30 April |
(6,917) |
(4,828) |
|
|
74,477 |
68,867 |
Reconciliation on net movement in investment holding gains
|
|
Year ended |
Year ended |
|
|
30 April 2026 |
30 April 2025 |
|
|
£’000 |
£’000 |
|
Gains on disposal |
14,435 |
3,480 |
|
Movement in investment holding losses |
(2,089) |
(7,791) |
|
Net movement in investment holding gains/(losses) |
12,346 |
(4,311) |
A list of the portfolio holdings by their fair value is given in the Portfolio Valuation.
Transaction costs incidental to the acquisitions of investments totalled £323,000 (2025: £128,000) and disposals of investments totalled £110,000 (2025: £49,000) for the year. These are included in gains on investments in the Income Statement.
Fair value hierarchy
FRS 102 requires financial companies to disclose the fair value hierarchy that classifies financial instruments measured at fair value at one of three levels based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:
|
Classification |
Input |
|
Level 1 |
Valued using quoted prices (unadjusted) in active markets for identical assets or liabilities; |
|
Level 2 |
Valued by reference to valuation techniques using observable inputs other than quoted prices included within Level 1; and |
|
Level 3 |
Valued by reference to valuation techniques using inputs that are not based on observable market data. |
The valuation techniques used by the Company are explained in the accounting policies. The table below sets out the Company’s fair value hierarchy measurements as at 30 April 2026 and 30 April 2025.
|
|
30 April 2026 |
30 April 2025 |
|
|
£’000 |
£’000 |
|
Level 1 |
|
|
|
Quoted equities |
73,959 |
68,265 |
|
Total Level 1 |
73,959 |
68,265 |
|
Level 2 |
|
|
|
Equities |
– |
– |
|
Total Level 2 |
– |
– |
|
Level 3 |
|
|
|
Equities |
518 |
602 |
|
Total Level 3 |
518 |
602 |
|
Total |
74,477 |
68,867 |
Level 1 financial assets are valued at the closing prices quoted by Thomson Reuters as at 30 April 2026 and the Company does not adjust the quoted prices of Level 1 instruments.
During the year, no level 1 assets (2025: £488,000) were delisted and transferred to level 3 and no level 2 assets (2025: none) were transferred to level 3.
Analysis of movements in Level 3 investments
|
|
Year ended |
Year ended |
|
|
30 April 2026 |
30 April 2025 |
|
|
Level 3 |
Level 3 |
|
|
£’000 |
£’000 |
|
Opening fair value of investments |
602 |
196 |
|
Transfer from Level 1 |
– |
488 |
|
Movement in investment holding gains |
(84) |
(82) |
|
Closing fair value of investments |
518 |
602 |
A 5% increase on the NAV of Level 3 investments would increase gains on investments in the Income Statement by £25,900 (2025: £30,100) and vice versa.
10 Significant interests
The Company had holdings of 3% or more of the voting rights attached to shares that are material in the context of the financial statements in the following investments:
|
|
30 April 2026 |
|
|
% of voting |
|
|
rights |
|
Security |
|
|
Ecofin US Renewables Infrastructure Trust |
12.2% |
|
Dunedin Enterprise Investment Trust |
7.2% |
|
RM Infrastructure Income |
5.2% |
|
Ground Rents |
4.6% |
|
Real Estate Investors |
4.0% |
|
US Solar Fund |
3.8% |
|
Schroder British Opportunities Trust |
3.7% |
|
Macau Property Opportunities Fund |
3.6% |
|
VH Global Energy Infrastructure |
3.2% |
|
Home REIT |
3.2% |
|
GCP Asset Backed Income Fund |
3.2% |
|
Baker Steel Resources Trust |
3.0% |
|
|
30 April 2025 |
|
|
% of voting |
|
|
rights |
|
Security |
|
|
Dunedin Enterprise Investment Trust |
7.2% |
|
Baker Steel Resources Trust |
6.1% |
|
Ecofin US Renewables Infrastructure Trust |
5.0% |
|
River UK Micro Cap |
4.1% |
|
Real Estate Investors |
4.0% |
|
Schroder British Opportunities Trust |
3.7% |
|
Macau Property Opportunities Fund |
3.6% |
11 Debtors
|
|
30 April 2026 |
30 April 2025 |
|
|
£’000 |
£’000 |
|
Sales of investments awaiting settlement |
820 |
685 |
|
Dividends and interest receivable |
3 |
104 |
|
Prepayments and other debtors |
244 |
103 |
|
|
1,067 |
892 |
12 Creditors: amounts falling due within one year
|
|
30 April 2026 |
30 April 2025 |
|
|
£’000 |
£’000 |
|
Drawdowns from revolving credit facility |
10,000 |
10,000 |
|
Purchases of investments awaiting settlement |
1,117 |
1,373 |
|
Other creditors |
402 |
312 |
|
|
11,519 |
11,685 |
The Company has a £10,000,000 (2025: £10,000,000) secured revolving credit facility (“RCF”), which was fully drawn as at 30 April 2026 (2025: £10,000,000). The RCF with the Royal Bank of Scotland International Limited, London Branch (the “Bank”) was in place during the year until its expiry in February 2026, bearing interest at the rate of 1.45% over SONIA on any drawn balance and 0.72% on any undrawn balance. The RCF was originally agreed on 28 January 2022 and expired on 16 February 2026.
On 16 February 2026 a new loan facility was agreed with OakNorth Bank plc (“OakNorth”), bearing interest of Bank of England Base Rate plus 4.22% per annum. The arrangement fee for the facility was £90,000, and the OakNorth loan facility will expire in February 2029 unless renewed.
The OakNorth loan facility contains covenants which require that net borrowings will not at any time exceed 20% of the adjusted net asset value, which shall at all times be equal to or greater than £50,000,000. If the Company breaches either covenant, then it is required to notify the Bank of any default and any steps being taken to remedy it.
13 Called up share capital
|
|
30 April 2026 |
30 April 2025 |
|
|
£’000 |
£’000 |
|
Allotted, called-up and fully paid: |
|
|
|
16,971,542 (2025: 19,246,377) Ordinary shares of 1p each |
170 |
192 |
2,274,835 shares were bought back in the year for cancellation (2025: 3,291,420) for a total consideration of £8,551,000 (2025: £11,687,000). No shares were held in Treasury during the year (2025: none). During the year, no new shares were issued by the Company (2025: none).
Since the year end, no further shares were bought back for cancellation.
14 Net asset value per Ordinary share
The net asset value per Ordinary share is based on net assets at the year-end as shown in the Statement of Financial Position of £70,110,000 (2025: £65,917,000) and 16,971,542 (2025: 19,246,377) Ordinary shares, being the number of Ordinary shares in issue at the year end.
15 Reconciliation of net return before finance costs and taxation to net cash inflow from operating activities
|
|
Year ended |
Year ended |
|
|
30 April 2026 |
30 April 2025 |
|
|
£’000 |
£’000 |
|
Net return before finance costs and taxation |
13,415 |
(3,328) |
|
Adjustments for: |
|
|
|
(Gains)/losses on investments |
(12,346) |
4,311 |
|
Exchange losses on currency balances |
35 |
9 |
|
Increase/(decrease) in creditors |
215 |
(32) |
|
Decrease in debtors |
97 |
114 |
|
Net cash inflow from operating activities |
1,416 |
1,074 |
16 Analysis of financial assets and liabilities
The Company’s financial instruments comprise investments, cash balances and debtors and creditors that arise from its operations.
The risk management policies and procedures outlined in this note have not changed substantially from the previous year.
The principal risks the Company faces in its portfolio management activities are:
• Market risk – arising from fluctuations in the fair value or future cash flows of a financial instrument used by the Company because of changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk, and other price risk:
• Currency risk – arising from the value of future transactions, and financial assets and liabilities denominated in foreign currencies fluctuating due to changes in currency rates;
• Interest rate risk – arising from fluctuations in the fair value or future cash flows of a financial instrument because of changes in interest rates; and
• Other price risk – arising from fluctuations in the fair value of investments due to changes in market prices.
• Liquidity risk – arising from any difficulties in meeting obligations associated with financial liabilities.
• Credit risk – arising from financial loss for the Company where the other party to a financial instrument fails to discharge an obligation.
The AIFM monitors the financial risks affecting the Company on a daily basis. The Directors receive financial information on a quarterly basis which is used to identify and monitor risk.
The AIFM’s policies for managing these risks are summarised below and have been applied throughout the year:
Currency Risk
Although the Company’s performance is measured in sterling, a proportion of the Company’s assets may be either denominated in other currencies or are in investments with currency exposure. At the year end, the Company held five (2025: seven) US dollar denominated investments with the sterling equivalent of £8,623,000 (2025: £8,697,000). The Company also held three (2024: two) investments with the sterling equivalent of £2,357,000 denominated in euro (2025: £2,615,000).
If sterling strengthens against the US dollar and euro by 10% (2025: 10%), it would have the effect, with all other variables held constant, of reducing the net capital return before taxation and equity reserves by £998,000 (2025: £1,028,000). If sterling weakens against the US dollar and euro by 10%, it would have the effect of increasing the net capital return before taxation and equity reserves by £1,220,000 (2025: £1,257,000).
An analysis of the indirect geographical exposure is shown on page 16 of the Annual Report.
The Investment Manager reviews the risks of adverse currency movements and where necessary may use derivatives to mitigate the risk of adverse currency movements, although none has been used to date.
Interest Rate Risk
The Company finances its operations through existing reserves and a revolving credit facility. The Company’s financial assets and liabilities, excluding short-term debtors and creditors, may include investments in fixed interest securities, whose fair value may be affected by movements in interest rates. Details of such holdings can be found in the Portfolio Valuation.
At the end of the year, the Company had in place a revolving credit facility of £10,000,000 with the OakNorth Bank plc. The facility was refinanced in February 2026 at an interest rate of Bank of England Base Rate plus 4.22% margin per annum on any drawn balance. As a result, the Company is exposed to cash flow interest rate risk, as changes in the Bank of England base rate will directly affect finance costs and cash outflows. As at 30 April 2026, drawdown from the facility amounted to £10,000,000 (2025: £10,000,000). The amount of borrowings and approved levels are monitored and reviewed regularly by the Board. If the Bank of England base rate increased by 1%, it would have the effect, with all other variables held constant, of reducing the net capital return before taxation and equity reserves by £100,000. A decrease of 1% in base rate, would increase net capital return before taxation and equity reserves by £100,000.
The Company’s cash earns interest at a variable rate which is subject to fluctuations in interest rates. At the year end, the Company’s cash balances were £6,085,000 (2025: £7,843,000). £28,000 in interest income was received in the year (2025: £31,000).
Other Price Risk
Other price risk arises mainly from uncertainty about future prices of financial instruments. The value of shares and the income from them may fall as well as rise and shareholders may not get back the full amount invested. The AIFM continues to monitor the prices of financial instruments held by the Company on a real time basis. Adherence to the Company’s investment objective and policy shown on pages 18 and 19 of the Annual Report mitigates the risk of excessive exposure to one issuer or sector.
The Board manages market risk inherent in the investment portfolio by ensuring full and timely access to relevant information from the Investment Manager. The Board meets regularly and at each meeting reviews the investment performance, the investment portfolio and the rationale for the current investment positioning to ensure consistency with the Company’s investment objective and policy. The portfolio does not seek to reproduce any index, investments are selected based upon the merit of individual companies and therefore the portfolio’s performance may well diverge significantly from the benchmark.
A list of investments held by the Company at 30 April 2026 is shown in the Portfolio Valuation. All these investments are subject to price risk.
It is the Board’s policy to hold an appropriate spread of investments in the portfolio in order to reduce the risk arising from factors specific to a particular country or sector. The allocation of assets to international markets and the stock selection process both act to reduce market risk. The Investment Manager actively monitors market prices throughout the year and reports to the Board, which meets regularly in order to review the investment strategy. The investments held by the Company are listed on various stock exchanges worldwide, but predominantly in the UK.
If the investment portfolio valuation fell by 10% (2025: 10%) from the amount detailed in the financial statements as at 30 April 2026, it would have the effect, with all other variables held constant, of reducing the net capital return before taxation and equity reserves by £7,448,000 (2025: £6,887,000). An increase of 10% in the investment portfolio valuation would have an equal and opposite effect on the net capital return before taxation and equity reserves.
Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting its financial liabilities as they fall due. The Investment Manager does not invest in unquoted securities on behalf of the Company. However, the investments held by the Company includes UK AIM quoted and NEX quoted companies which can have limited liquidity and could sometimes be delisted too. Short-term flexibility is achieved through the use of drawdowns from the revolving credit facility. Liquidity risk is mitigated by the fact that the Company has £6,085,000 (2025: £7,843,000) cash at bank which can satisfy its creditors and that, as a closed-ended fund, assets do not need to be liquidated to meet redemptions, and sufficient liquid investments are held to be able to meet any foreseeable liabilities.
Credit Risk
Credit risk is the risk of financial loss to the Company if a counterparty fails to meet its obligations.
The risk is minimised by using only approved and reputable counterparties with the main counterparty being the Company’s Depositary. Under the UK AIFMD, the Depositary is liable for the loss of any financial asset held by it or its delegates and, in accordance with its agreement with the Company, is required to segregate such assets from its own assets.
As at 30 April 2026, the credit risk exposure on the Company’s financial assets is £7,152,000 (2025: £8,735,000).
Capital Management
The Company does not have any externally imposed capital requirements, other than those relating to the revolving credit facility. The main covenants relating to the loan facility are:
• net borrowings will not at any time exceed 20% of the adjusted net asset value; and
• adjusted net asset value shall at all times be equal to or greater than £50,000,000.
The Board considers the capital of the Company to be its issued share capital, reserves and debt. The capital of the Company is managed in accordance with its investment policy in pursuit of its investment objective detailed on pages 18 and 19 of the Annual Report and by share issuance and buybacks.
|
|
30 April 2026 |
30 April 2025 |
|
|
£’000 |
£’000 |
|
The Company’s capital at 30 April comprised: |
|
|
|
Debt |
|
|
|
Drawdown from revolving credit facility |
10,000 |
10,000 |
|
Equity |
|
|
|
Equity share capital |
170 |
192 |
|
Retained earnings and other reserves |
69,940 |
65,725 |
|
|
70,110 |
65,917 |
|
Debt as a percentage of net assets |
14.3% |
15.2% |
Gearing
Gearing amplifies the impact of gains or losses on the net asset value of the Company. It can be positive for a company’s performance, although it can have negative effects on performance in falling markets. It is the Company’s policy to determine the adequate level of gearing appropriate to its own risk profile.
17 Related parties
The following are considered to be related parties:
• Key management personnel
Details of the remuneration of all Directors can be found in note 4 and in the Directors’ Remuneration Report.
18 Transactions with management
Asset Value Investors Limited as AIFM and Investment Manager is considered a related party under the UK Listing Rules. Details of the IMA with the AIFM and Investment Manager are set out on page 27 of the Annual Report and also in note 3.
19 Contingent liabilities and capital commitments
As at 30 April 2026 and 30 April 2025, there were no capital commitments in respect of investments not fully paid up and there were no contingent liabilities.
20 Subsequent events
There are no post balance sheet events which would require adjustment or disclosure in the financial statements.
UK AIFMD Disclosures
Alternative Investment Fund Managers’ Directive (“UK AIFMD”) Disclosures
The Company is classified as an Alternative Investment Fund under UK AIFMD and is therefore required to have an Alternative Investment Fund Manager (“AIFM”). The UK AIFMD legislation requires the AIFM to establish and maintain remuneration policies for its staff which are consistent with and promote sound and effective risk management.
During the financial year ended 30 April 2026, the Company’s AIFM and Investment Manager was Asset Value Investors Limited.
Pre-investment Disclosures of the AIFM
The AIFMD requires certain information to be made available to investors in Alternative Investment Funds (“AIFs”) before they invest and requires that material changes to this information be disclosed in the annual report of each AIF. Those disclosures that are required to be made pre-investment are included within an AIFMD Investor Disclosure Document. This, together with other necessary disclosures required under AIFMD, can be found on the Company’s website www.migoplc.co.uk.
Remuneration Disclosure
All authorised AIFMs are required to comply with the AIFMD Remuneration Code. The AIFM’s remuneration disclosures can be found on the Company’s website www.migoplc.co.uk.
AIFMD Leverage Limits
The maximum level of leverage which the Investment Manager may employ on behalf of the Company and the levels as at 30 April 2026 are set out below. A figure of 100% means that the exposure is equal to the net asset value and the AIF has no leverage.
|
|
Maximum |
Maximum |
|
Leverage exposure |
gross leverage |
commitment |
|
Maximum level |
200% |
200% |
|
Actual level |
105.6% |
105.6% |
Source: Asset Value Investors Limited
Glossary and Alternative Performance Measures
Adjusted Market Capitalisation
The average of the mid market prices for an Ordinary share as derived from the Daily Official List of the London Stock Exchange on each business day in the relevant calendar month multiplied by the number of Ordinary shares in issue on the last business day of the relevant calendar month, adjusted by adding the amount per Ordinary share of all dividends declared in respect of which Ordinary shares have gone “ex div” in the relevant calendar month, excluding any Ordinary shares held in treasury.
Alternative Performance Measures
Alternative Performance Measures (‘APMs’) are numerical measures of current, historical or future financial performance, financial position or cash flow that are not GAAP measures. APM’s are intended to supplement the information in the financial statements providing useful industry-specific information that can assist shareholders to better understand the performance of the Company.
UK AIFMD
Agreed by the European Parliament and the Council of the European Union and transposed into UK legislation, the UK AIFMD classifies certain investment vehicles, including investment companies, as Alternative Investment Funds (“AIFs”) and requires them to appoint an Alternative Investment Fund Manager (“AIFM”) and depositary to manage and oversee the operations of the investment vehicle. The Board of the Company retains responsibility for strategy, operations and compliance and the Directors retain a fiduciary duty to shareholders.
AIFM
The Alternative Investment Fund Manager of the Company is Asset Value Investors Limited.
Premium/(Discount) (APM)
If the share price of an investment trust is lower than the NAV per share, the shares are said to be trading at a discount. If the share price is higher than the NAV per share, the shares are said to be trading at a premium. The size of the discount or premium is calculated by subtracting the share price from the NAV per share and then dividing by the NAV per share.
|
|
Year ended |
Year ended |
|
|
30 April |
30 April |
|
|
2026 |
2025 |
|
Closing NAV per share (p) |
413.1 |
342.5 |
|
Closing share price (p) |
398.5 |
327.0 |
|
Discount |
(3.5)% |
(4.5)% |
Gearing (APM)
Gearing amplifies the impact of gains or losses on the net asset value of the Company. It can be positive for a company’s performance, although it can have negative effects on performance when underlying assets fall in value. It is the Company’s policy to determine the adequate level of gearing appropriate to its own risk profile.
Gearing is calculated in accordance with guidance from the AIC as follows:
The amount of borrowings as a proportion of net assets, expressed as a percentage.
|
|
As at |
As at |
|
|
30 April 2026 |
30 April 2025 |
|
|
£’000 |
£’000 |
|
Total borrowings |
10,000 |
10,000 |
|
Total net assets |
70,110 |
65,917 |
|
Gearing |
14.3% |
15.2% |
Leverage
Leverage is defined in the UK AIFMD as any method by which the AIFM increases the exposure of an AIF. In addition to the gearing limit the Company also has to comply with the UK AIFMD leverage requirements. This limit is expressed as a % with 100% representing no leverage or gearing in the Company. There are two methods of calculating leverage as follows:
The Gross Method is calculated as total exposure divided by shareholders’ funds. Total exposure is calculated as net assets, less cash and cash equivalents, adding back cash borrowing.
The Commitment Method is calculated as total exposure divided by shareholders’ funds. In this instance total exposure is calculated as net assets, less cash and cash equivalents, adding back cash borrowing adjusted for netting and hedging arrangements.
Net Asset Value per share (“NAV”) (APM)
The NAV is shareholders’ funds expressed as an amount per individual share. Shareholders’ funds are the total value of all the Company’s assets, at current market value, having deducted all liabilities and prior charges at their par value (or at their asset value).
Ongoing Charges (APM)
As recommended by the AIC, ongoing charges are defined as the Company’s annualised revenue and capitalised expenses (excluding finance costs and certain non-recurring items) expressed as a percentage of the average monthly net assets of the Company during the year.
|
|
Year ended |
Year ended |
|
|
30 April 2026 |
30 April 2025 |
|
|
£’000 |
£’000 |
|
Total expenses from note 3 and note 4 |
1,242 |
1,318 |
|
Less non-recurring expenses |
(15) |
(37) |
|
Total ongoing charges (including performance fees) |
1,227 |
1,281 |
|
Less performance fees |
(247) |
– |
|
Total ongoing charges (excluding performance fees) |
980 |
1,281 |
|
Average net assets |
70,756 |
76,098 |
|
Ongoing charges ratio (including performance fees) |
1.7% |
1.7% |
|
Ongoing charges ratio (excluding performance fees) |
1.4% |
1.7% |
The ongoing charges percentage reflects the costs incurred directly by the Company which are associated with the management of a static investment portfolio. Consistent with the AIC guidance, the ongoing charges percentage excludes non-recurring items. Non-recurring expenses in the year ended 30 April 2026 relate to costs incurred by the Company’s lawyers for the amendments to the IMA and the performance fee. Non-recurring expenses in the year ended 30 April 2025 relate to costs incurred on the Company’s realisation opportunity in September 2024.
Total Returns (APM)
The combined effect of any dividends paid, together with the rise or fall in the share price or NAV. Total return statistics enable the investor to make performance comparisons between trusts with different dividend policies. Any dividends (after tax) received by a shareholder are assumed to have been reinvested in either additional shares of the Company at the time the shares go ex-dividend (the share price total return) or in the assets of the Company at its NAV per share (the NAV total return).
NAV Total Return (APM)
|
|
|
|
|
|
6 April 2004 |
|
|
One year to |
Three years to |
Five years to |
Ten years to |
(launch) to |
|
|
30 April 2026 |
30 April 2026 |
30 April 2026 |
30 April 2026 |
30 April 2026 |
|
Closing NAV per share (p) |
413.1 |
413.1 |
413.1 |
413.1 |
413.1 |
|
Opening NAV per share (p) |
342.5 |
328.3 |
345.9 |
182.4 |
97.3 |
|
Dividend reinvested (p) |
– |
3.6 |
4.0 |
4.0 |
4.0 |
|
NAV total return |
20.6% |
27.2% |
20.9% |
129.1% |
329.5% |
Share Price Total Return (APM)
|
|
|
|
|
|
6 April 2004 |
|
|
One year to |
Three years to |
Five years to |
Ten years to |
(launch) to |
|
|
30 April 2026 |
30 April 2026 |
30 April 2026 |
30 April 2026 |
30 April 2026 |
|
Closing share price (p) |
398.5 |
398.5 |
398.5 |
398.5 |
398.5 |
|
Opening share price (p) |
327.0 |
318.5 |
346.0 |
164.3 |
102.5 |
|
Dividend reinvested (p) |
– |
3.6 |
4.0 |
4.0 |
4.0 |
|
Share price total return |
21.9% |
26.5% |
16.6% |
145.6% |
293.5% |
NAV Volatility (APM)
Volatility is related to the degree to which NAV or prices differ from their mean (the standard deviation). Volatility is calculated by taking the daily NAV or closing prices over the relevant year and calculating the standard deviation of those prices. The daily standard deviation is then multiplied by an annualization
factor being the square root of the number of the trading days in the year.
|
|
Year ended |
Year ended |
|
|
30 April 2026 |
30 April 2025 |
|
|
£’000 |
£’000 |
|
Standard deviation of daily NAV (A) |
0.43% |
0.56% |
|
Number of trading days |
253 |
253 |
|
Square root of the number of trading days (B) |
15.9 |
15.9 |
|
Annualised volatility (A*B) |
6.8% |
8.9% |
Benchmark
The company’s benchmark is SONIA + 2%, SONIA being the Sterling Overnight Index Average, the sterling Risk-Free Reference Rate preferred by the Bank of England for use in sterling derivatives and relevant financial contracts.
The objective of outperforming SONIA + 2% over the longer term reflects the aim of providing a better return to shareholders then they would get by placing money on deposit.
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that the twenty-second ANNUAL GENERAL MEETING of MIGO Opportunities Trust plc will be held on Thursday, 17 September 2026 at 12.00 noon at the offices of Frostrow Capital LLP, 25 Southampton Buildings, London WC2A 1AL for the following purposes:
Resolutions 1 to 12 (inclusive) are proposed as Ordinary Resolutions and Resolutions 13 to 16 (inclusive) are proposed as Special Resolutions.
Ordinary Resolutions
1 To receive the Strategic Report, Directors’ Report and Auditors’ Report and the audited financial statements for the year ended 30 April 2026.
2 To receive and approve the Directors’ Remuneration Report for the year ended 30 April 2026.
3 To approve the Directors’ Remuneration policy.
4 To approve a final dividend of 2.00p per share.
5 To approve the Company’s dividend policy, as set out on page 19 of the Annual Report for the year ended 31 March 2026.
6 To re-elect Mr Richard Davidson as a Director of the Company.
7 To re-elect Ms Caroline Gulliver as a Director of the Company.
8 To re-elect Ms Lucy Costa Duarte as a Director of the Company.
9 To re-elect Mr Ian Henderson as a Director of the Company.
10 To re-appoint PricewaterhouseCoopers LLP as Auditors of the Company.
11 To authorise the Audit Committee to determine the Auditor’s remuneration.
12 THAT the Directors of the Company be and are hereby generally and unconditionally authorised (in substitution for any authorities previously granted to the Directors to the extent unused) pursuant to Section 551 of the Companies Act 2006 (the “Act”) to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company (“Rights”) up to an aggregate nominal amount of £56,006 (representing approximately one-third of the issued share capital (excluding treasury shares) as at the date of the notice of AGM or, if changed, the number representing one third of the issued share capital of the Company at the date at which this resolution is passed) during the period commencing on the passing of this Resolution and expiring (unless previously revoked, varied, renewed or extended by the Company in general meeting) at the conclusion of the Annual General Meeting of the Company to be held in 2027 (the “Section 551 period”), but so that the Directors may, at any time prior to the expiry of the Section 551 period, make offers or agreements which would or might require shares to be allotted or Rights to be granted after the expiry of the Section 551 period and the Directors may allot shares or grant Rights in pursuance of such offers or agreements as if the authority conferred by this Resolution had not expired.
Special Resolutions
13 THAT in substitution for any existing power under Section 570 of the Companies Act 2006 (the “Act”), but without prejudice to the exercise of any such power prior to the date of this Resolution, the Directors be and they are hereby empowered, in accordance with Sections 570 and 573 of the Act, to allot equity securities (as defined in Section 560(1) of the Act) for cash, pursuant to the authority under Section 551 of the Act conferred on the Directors by Resolution 10 above as if Section 561(1) of the Act did not apply to any such allotment or sale, up to an aggregate nominal amount of £16,972, (representing approximately 10% of the issued share capital excluding treasury shares as at the date of the notice of AGM or, if changed, the number representing 10% of the issued share capital of the Company at the date at which this resolution is passed) at a price per share not less than the net asset value per share, such power to expire at the conclusion of the Annual General Meeting of the Company to be held in 2027, unless previously revoked, varied or renewed by the Company in General Meeting, save that the Company may, at any time prior to the expiry of such power, make an offer to enter into an agreement which would or might require equity securities or relevant shares to be allotted or sold after the expiry of such power and the Directors may allot equity securities or sell relevant shares in pursuance of such an offer or agreement as if such power had not expired.
14 THAT the Company is hereby generally and unconditionally authorised in accordance with Section 701 of the Companies Act 2006 (the “Act”) to make purchases (within the meaning of Section 693(4) of the Act) of Ordinary shares of 1p each in the capital of the Company (‘Ordinary shares’) for cancellation or for placing into Treasury provided that:
(a) the maximum number of Ordinary shares authorised to be acquired shall be 2,544,034 (or, if different, 14.99% of the Ordinary shares in issue immediately following the passing of this Resolution);
(b) the minimum price (exclusive of expenses) which may be paid for each Ordinary share is 1p;
(c) the maximum price (exclusive of expenses) which may be paid for each Ordinary share, shall not be more than the higher of: (i) an amount equal to 105% of the average of the middle market quotations of Ordinary shares taken from the Daily Official List of the London Stock Exchange for the five business days immediately preceding the day on which the contract of purchase is made; and (ii) the higher of the price of the last independent trade in the Ordinary shares and the highest then current bid for the Ordinary shares on the London Stock Exchange’s market for larger established companies;
(d) this authority will (unless renewed) expire at the conclusion of the next Annual General Meeting of the Company held after the date on which this Resolution is passed;
(e) the Company may make a contract of purchase for Ordinary shares under this authority before this authority expires which will or may be executed wholly or partly after its expiration; and
(f) any Ordinary shares bought back under the authority hereby granted may, at the discretion of the Directors, be cancelled or held in Treasury and if held in Treasury may be resold from Treasury or cancelled at the discretion of the Directors.
15 THAT a general meeting other than an annual general meeting may be called on not less than 14 clear days’ notice.
16 THAT the Articles of Association as set out in the document produced to the meeting and initialled by the Chairman of the meeting for the purpose of identification be hereby approved and adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, all existing Articles of Association.
All shareholders are strongly advised to exercise their votes in advance of the meeting by proxy, by following the voting instructions overleaf.
By order of the Board
Frostrow Capital LLP
, Company Secretary
MIGO Opportunities Trust plc
Registered Office: 25 Southampton Buildings, London WC2A 1AL
13 July 2026
Notes
As a shareholder, you have the right to attend, speak and vote at the forthcoming Annual General Meeting or at any adjournment(s) thereof. In order to exercise all or any of these rights you should read the following explanatory notes to the business of the Annual General Meeting.
Note 1: To be entitled to attend and vote at the meeting (and for the purpose of the determination by the Company of the number of votes they may cast) members must be entered on the Company’s register of members at the close of business on 15 September 2026 (or in the event that the meeting is adjourned, only those shareholders registered on the Register of Members of the Company as at the close of business on the day which is 48 hours prior to the adjourned meeting) and shall be entitled to attend in person or by proxy and vote at the Annual General Meeting in respect of the number of shares registered in their name at that time. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend or vote at the meeting.
Note 2: A member entitled to attend and vote at this meeting may appoint one or more persons as his/her proxy to attend, speak and vote on his/her behalf at the meeting. A proxy need not be a member of the Company but must attend the meeting for the voting rights conferred to be exercised.
If multiple proxies are appointed they must not be appointed in respect of the same shares. To appoint more than one proxy, shareholders will need to complete a separate proxy form in relation to each appointment. Each proxy appointment must state clearly the number of shares in relation to which the proxy is appointed. A failure to specify the number of shares to which each proxy appointment relates or specifying an aggregate number of shares in excess of those held by the member will result in the proxy appointment being invalid. Please indicate if the proxy instruction is one of multiple instructions being given.
A proxy form for use in connection with the Annual General Meeting is enclosed. To be valid, any proxy form or other instrument appointing a proxy, together with any power of attorney or other authority under which it is signed or a certified copy thereof, must be received by post or (during normal business hours only) by hand by the Registrar at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY no later than 48 hours (excluding non-working days) before the time of the Annual General Meeting or any adjournment of that meeting.
If you do not have a proxy form and believe that you should have one, or you require additional proxy forms, please contact the Registrar on 0370 889 3231. Lines are open between 8.30am and 5.30pm, Monday to Friday. The Registrar’s overseas helpline number is +44 370 889 3231.
The appointment of a proxy will not prevent a member from attending the meeting and voting in person if he/she so wishes. A member present in person or by proxy shall have one vote on a show of hands and on a poll every member present in person or by proxy shall have one vote for every Ordinary share of which he/she is the holder. The termination of the authority of a person to act as proxy must be notified to the Registrar in writing.
In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote or votes of the other joint holder or holders, and seniority shall be determined by the order in which the names of the holders stand in the register.
Any question relevant to the business of the Annual General Meeting may be asked at the meeting by anyone permitted to speak at the meeting. You may alternatively submit your question in advance by letter addressed to the Company Secretary at the registered office.
Note 3: A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolutions. If no voting indication is given, a proxy may vote or abstain from voting at his/her discretion. A proxy may vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
Note 4: A person to whom this notice is sent who is a person nominated under Section 146 of the Companies Act 2006 to enjoy information rights (a “Nominated Person”) may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Annual General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
Note 5: The statements of the rights of members in relation to the appointment of proxies in Notes 1 and 2 above do not apply to a Nominated Person. The rights described in those Notes can only be exercised by registered members of the Company.
Note 6: As at 13 July 2026 (being the date of publication of this notice) the Company’s issued share capital and total voting rights amounted to 16,971,542 Ordinary shares carrying one vote each.
Note 7: A person authorised by a corporation is entitled to exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual member of the Company. On a vote on a resolution on a show of hands, each authorised person has the same voting rights as the corporation would be entitled to. On a vote on a resolution on a poll, if more than one authorised person purports to exercise a power in respect of the same shares:
a) if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way;
b) if they do not purport to exercise the power in the same way as each other, the power is treated as not exercised.
Note 8: Shareholders should note that it is possible that, pursuant to requests made by shareholders of the Company under Section 527 of the Companies Act 2006, the Company may be required to publish on a website a statement setting out any matter relating to: (i) the audit of the Company’s financial statements (including the Auditors’ report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (ii) any circumstances connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual financial statements and reports were laid in accordance with Section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under Section 527 of the Companies Act 2006, it must forward the statement to the Company’s auditors not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under Section 527 of the Companies Act 2006 to publish on a website.
Note 9: In accordance with Section 319A of the Companies Act 2006, the Company must cause any question relating to the business being dealt with at the meeting put by a member attending the meeting to be answered. No such answer need be given if:
a) to do so would:
(i) interfere unduly with the preparation for the meeting, or
(ii) involve the disclosure of confidential information;
b) the answer has already been given on a website in the form of an answer to a question; or
c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
Note 10: CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for this meeting by following the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, in order to be valid, must be transmitted so as to be received by the Company’s Registrar (ID 3RA50) by the latest time for receipt of proxy appointments specified in Note 2 above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Registrar is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
Note 11: The Annual Report incorporating this Notice of Annual General Meeting and, if applicable, any members’ statements, members’ resolutions or members’ matters of business received by the Company after the date of this Notice, will be available on the Company’s website: www.migoplc.co.uk
Note 12: None of the Directors has a contract of service with the Company. A copy of the letters of appointment of the Directors will be available for inspection at the registered office of the Company during usual business hours on any weekday (except weekends and public holidays) until the date of the meeting and at the place of the meeting for a period of fifteen minutes prior to and during the meeting.
Explanatory Notes to the Resolutions
Resolutions 1 to 12 will be proposed as ordinary resolutions and Resolutions 13 to 16 will be proposed as special resolutions.
Resolution 1 – To receive the Annual Report and Financial Statements
The Annual Report and Financial Statements for the year ended 30 April 2026 will be presented to the AGM and shareholders will be given an opportunity at the meeting to ask questions. The Annual Report and Financial Statements will be mailed to shareholders and can also be found on the Company’s website at www.migoplc.co.uk .
Resolution 2 – To receive and approve the Directors’ Remuneration Report
Resolution 2 relates to the Directors’ Remuneration Report which is set out in full on pages 52 to 54 of the Annual Report.
Resolution 3 – To approve the Directors’ Remuneration Policy
The Directors’ Remuneration policy is set out on page 55 of the Annual Report.
Resolution 4 – To approve a final dividend
The rationale for the payment of a final dividend is set out in the Chairman’s Statement and in the Business Review.
Resolution 5 – to approve the Company’s dividend policy
Resolution 5 seeks shareholder approval for the Company’s dividend policy.
Resolutions 6 to 9 – Re-election of Directors
Resolutions 6 to 9 deal with the re-election of each Director. Biographies of each of the Directors can be found on page 35 of the Annual Report.
The Board has confirmed, following a performance review, that the Directors standing for re-election or election continue to perform effectively.
Resolutions 10 and 11 – Re-appointment of auditors
Resolution 10 relates to the re-appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors to hold office until the next Annual General Meeting of the Company and Resolution 11 authorises the Audit Committee to set their remuneration. Following the implementation of the Competition and Markets Authority order on Statutory Audit Services only the Audit Committee may negotiate and agree the terms of the auditors’ service agreement.
Resolution 12 – Authority to allot ordinary shares
Resolution 12, an ordinary resolution as set out in the Notice of AGM, if passed, will renew the Directors’ authority to allot shares in accordance with statutory pre-emption rights. This resolution will authorise the Board to allot ordinary shares generally and unconditionally in accordance with section 551 of Companies Act 2006 up to an aggregate nominal value of £56,006, representing approximately one third of the Company’s issued share capital as at the date of the Notice of AGM or, if changed, the number representing one third of the issued share capital of the Company at the date at which this resolution is passed.
The Company does not currently hold any shares in treasury.
The Board believes that the passing of Resolution 12 is in the shareholders’ interests as the authority is intended to be used for funding investment opportunities sourced by the Investment Manager, thereby mitigating any potential dilution of investment returns for existing shareholders, and the Directors will only issue new ordinary shares at a price above the prevailing NAV per Ordinary share. The authority, if given, will lapse at the conclusion of the 2027 AGM of the Company.
The Directors do not currently intend to allot shares other than to take advantage of opportunities in the market as they arise and only if they believe it would be advantageous to the Company’s shareholders to do so.
Resolution 13 – Disapplication of pre-emption rights
Resolution 13, a special resolution, is being proposed to authorise the Directors to disapply the statutory pre-emption rights of existing shareholders in relation to the issue of shares under Resolution 12, for cash or the sale of shares out of treasury up to an aggregate nominal amount of £116,972, being approximately 10% of the Company’s issued share capital as at the date of the Notice of AGM or, if changed, 10% of the issued share capital immediately upon the passing of this resolution.
In respect of Resolution 13, shares would only be issued at a price above the prevailing NAV per share. The Directors will only issue shares on a non-pre-emptive basis if they believe it would be in the best interests of the Company’s shareholders.
Resolution 14 – Purchase of own shares
Resolution 14, a special resolution, will renew the Company’s authority to make market purchases of up to 2,544,034 ordinary shares (being 14.99% of the issued share capital as at the date of the Notice of AGM), either for cancellation or placing into treasury at the determination of the Directors. Purchases of ordinary shares will be made within guidelines established from time to time by the Board. Any purchase of ordinary shares would be made only out of the available cash resources of the Company. The maximum price which may be paid for an Ordinary share must not be more than the higher of (i) 5% above the average of the mid-market value of the ordinary shares for the five business days before the purchase is made, or (ii) the higher of the price of the last independent trade and the highest current independent bid for the Ordinary shares on the trading venue where the purchase is carried out. The minimum price which may be paid is £0.01 per Ordinary share.
The Directors would only use this authority in order to address any significant imbalance between the supply and demand for the ordinary shares and to manage the discount to NAV at which the ordinary shares trade. Ordinary shares will be repurchased only at prices below the NAV per Ordinary share, which should have the effect of increasing the NAV per Ordinary share for remaining shareholders.
This authority, if approved by shareholders, will expire at the AGM to be held in 2027, when a resolution for its renewal will be proposed.
Resolution 15 – Notice period for general meetings
In terms of the Companies Act 2006, the notice period for general meetings (other than an AGM) is 21 clear days’ notice unless the Company:
(i) has gained shareholder approval for the holding of general meetings on 14 clear days’ notice by passing a special resolution at the most recent AGM; and
(ii) offers the facility for all shareholders to vote by electronic means.
The Company would like to preserve its ability to call general meetings (other than an annual general meeting) on less than 21 clear days’ notice. The shorter notice period proposed by resolution 15, a special resolution, would not be used as a matter of routine, but only where the flexibility is merited by the business of the meeting and is thought to be in the interests of shareholders as a whole. The approval will be effective until the date of the AGM to be held in 2027, when it is intended that a similar resolution will be proposed.
Resolution 16 – Amended Articles of Association
The Board is this year asking for shareholder approval to adopt new articles of association (“ New Articles ”) to take account of changes to law and best practice. A summary of the main changes proposed to the existing articles of association (“ Existing Articles ”) is set out below. The New Articles (containing the full terms of the amendments proposed to be made) will be available at the Annual General Meeting for at least 15 minutes prior to and during that meeting. The New Articles will also be available for inspection on the Company’s website www.migoplc.co.uk and on the National Storage Mechanism from the date of this document.
Appointment and retirement of Directors
In light of recent activity by activist investors, the New Articles introduce a contingency process in the event that, following its annual general meeting or any other general meeting, the Company is left with no directors, or fewer than the minimum number of directors required by law or the New Articles. Under both the Existing Articles and the New Articles the minimum number of Directors required is three.
In such circumstances, the proposed amendments provide for the automatic and temporary appointment or re-appointment of the minimum number of individuals required to fill the vacancies, drawn from those who stood for appointment or were removed at the relevant general meeting, prioritising those who received the greatest level of shareholder support. The Board will then be required to appoint new, replacement directors as soon as possible following the meeting, after which the temporary directors will retire.
These arrangements are intended solely as a contingency measure to ensure the Company can continue to operate and comply with its legal obligations at all times, in line with AIC guidance. The provisions are not designed to entrench directors who have not secured sufficient shareholder support. Any temporary appointments made under the New Articles will be limited to the minimum period necessary to restore the required number of directors, after which the temporary directors will step down. This process ensures that shareholder decisions regarding the composition of the Board are respected, while also safeguarding the orderly management and legal standing of the Company.
In addition, the provisions of the Existing Articles requiring the Directors to retire by rotation are proposed to be removed as all Directors stand for re-election annually, in accordance with the AIC Code. The New Articles reflect this and require all Directors to retire and, if desired, seek re-election at each annual general meeting.
Untraced shareholders
The New Articles modernise the process for selling shares belonging to shareholders who remain untraced for a prolonged period. Under both the Existing Articles and the New Articles the Company may, subject to certain conditions, sell the shares of a shareholder if, in the 12-year period prior to such sale, the Company has paid at least three dividends and that shareholder has not claimed any of them during that period.
Under the New Articles, the Company will be required to make reasonable tracing enquiries and to send a notice to the registered address of the shareholder before it may sell the shares of the untraced shareholder. However, the New Articles no longer oblige the Company to publish advertisements in a national newspaper in the UK.
The New Articles also no longer require the Company to obtain the best price reasonably obtainable; instead, they allow the Directors to sell the shares at such time and price and on such terms as the Directors may determine.
Once the shares are sold, the net proceeds of sale (together with any uncashed dividends or other sums) will belong to the Company and be forfeited by the untraced shareholder.
These changes seek to reflect current market practice and safeguard shareholder rights while not placing unduly onerous administrative obligations on the Company.
Uncertificated shares
The provisions relating to uncertificated shares in the New Articles have been modernised and provide the Company and the Directors with increased flexibility in dealing with uncertificated shares.
General
The New Articles also include changes in line with modern practice and to reflect current statutory and regulatory rules, including, for example, to remove references to the issue of share warrants, to remove references to shares being admitted to the premium listing of the Official List, to remove reference to the register of directors and to remove references to special business of a general meeting. The New Articles also contain other non-substantive tidy-up and clarificatory amendments.
Directors’ Recommendation
The Directors consider each resolution being proposed at the AGM to be in the best interests of the Company and shareholders as a whole and they unanimously recommend that all shareholders vote in favour of them, as they intend to do in respect of their own beneficial shareholdings.
The Annual Report is expected to be posted to shareholders around 22 July 2026
Further copies may be obtained from the Company Secretary, Frostrow Capital LLP, 25 Southampton Buildings, London WC2A 1AL.
A copy of the Annual Report will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
The Annual Report will also be available on the Company’s website at www.migoplc.co.uk where up to date information on the Company can also be found.
Ends
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.
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