Manchester & London Investment Trust Plc - Annual Financial Report and Notice of AGM
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED
The full Annual Report and Financial Statements for the year ended
STRATEGIC REPORT
Financial Summary
Year to Year to Percentage
Total Return 31 July 31 July (decrease)/
2025 2024 increase
Total return (£’000) 101,359 121,160 (16.3%)
Return per Share 255.75p 301.45p (15.2%)
Total revenue return per Share (1.54p) 1.42p (208.5%)
Dividend per Share 28.00p 21.00p 33.3%
As at As at
Percentage
Capital 31 July 31 July
increase
2025 2024
Net assets attributable to equity Shareholders (i) 413,128 334,099 23.7%
(£’000)
Net asset value (“NAV”) per Share* 1,077.29p 831.24p 29.6%
NAV per share total return(ii)† 33.6% 55.4%
Share price 930.00p 704.00p 32.1%
Share price (discount)/premium to NAV† (13.7%) (15.3%)
* Key performance indicator see page 27 of the full Annual Report.
(i) NAV as at
(ii) Total return including dividends reinvested, as sourced from Bloomberg.
Year to Year to
Ongoing Charges 31 July 31 July
2025 2024
Ongoing charges as a percentage of average net assets*† 0.86% 0.47%
* Based on total expenses, excluding finance costs and certain non-recurring items for the year and average monthly NAV.
† Alternative performance measure. Details provided in the Glossary below.
CHAIRMAN’S STATEMENT
Introduction & Performance
Another year that broke through previous all-time highs and set new peaks. The performance for this financial year resulted in a NAV per Share total return of 33.6%. The Era of Ai continues, with haste. The conviction of the Manager and Board remains strong that the growth drivers of Ai have many years to run. The year in financial market terms can be summarised as a story of worries concerning inflation, slowing economies, geo-political tensions and tariffs, but yet the continuing dominance of mega capitalisation equities. An annual return that exceeds 30% is an exceptional year, but may I remind you that the annualised (total) return (dividends reinvested) in GBP for the Management Team since inception (
“ Men who can both be right and sit tight are uncommon.”
–
Capital Returns, Buy Backs, Discounts, PDMRs & Dividends
At the year end, the Shares traded at a 13.7% discount to their NAV per Share, compared to a discount of 15.3% in 2024. This was despite the Company buying 1,844,039 shares into
In addition to the above mentioned Treasury Share Buy Backs, the Directors and the Managers bought a net total of 575,417 shares (at a cost of £4.0m) during the financial year. It is becoming apparent to most, that the
Polar Capital Technology Trust has a ten-year annualised total return of greater than 22%, yet has traded at close to a double-digit discount for most of 2024 and 2025 whilst also buying back its own shares regularly. Could this paradoxical situation be because the
The Board notes that the aggregate proportion of the Company’s voting power held by the public (as that term is used in section 446 of the Corporation Tax Act 2010) is now close to the minimum 35% threshold. If the Company were to fall below this threshold, or otherwise fail to satisfy the HMRC investment trust regime (including the conditions in CTA 2010 s.1158), it would risk loss of its investment trust status, including loss of the exemption from
• the Company will pause all further on-market share buybacks; and
• no further market purchases of the Company’s ordinary shares will be made by the Directors, PDMRs or by
The Board and the Company’s Manager are reviewing structural options that could, in due course, permit a resumption of buybacks while remaining compliant with the above frameworks. However, given the complexity of potential solutions (including interaction with the public ownership condition under CTA 2010 s.446, Listing Rules equal-treatment requirements, HMRC investment trust conditions and other legal constraints), the Board does not expect a near-term resolution. The Company will update shareholders in due course.
With these results, we have announced an ordinary Final dividend of
Benchmark
Keen observers will have noted we have altered the illustration of our sector weightings in the Fund in our Factsheets and Annual Report from being shown relative to a benchmark to being shown purely on an absolute basis. We have also ceased to use the MSCI
Board and Composition
We are committed to attracting the best talent that can lead and challenge the direction of the Company. The Manager and the Board invite any interested parties who believe they can add to the diversity of the Board and have some knowledge of Technology investment or operations to indicate their interest in becoming a non-executive director of the Company by emailing them at ir@mlcapman.com .
It was with great regret that we were informed of the death of
Annual General Meeting
Our fifty-third Annual General Meeting (“AGM”) will be held virtually on
We are aware that some shareholders prefer physical AGMs and, although they are materially more expensive, we do see some benefits in undertaking a physical/virtual hybrid every three or five years or so. We did consider having a physical AGM this year but, considering the outflows from the Fund via Treasury Share Buy Backs, such a time consuming exercise does not seem valid whilst interest rates remain high. If appropriate at the time, and the supply of shares sold to Treasury Share Buy Backs slows and interest rates come down materially, we will consider holding a physical AGM in 2026. It is our findings that getting stuff done or events organised in modern day
The notice of AGM for 2025 will be provided to shareholders within this Annual Report and will also be available on the Company’s website. Detailed explanations on the formal business and the resolutions to be proposed at the AGM are contained within the Shareholder Information section of the Annual Report and Accounts as well as the Notice of AGM.
Environmental, Social and Governance Matters (“ESG”)
We continue to keep abreast of ESG developments and the Board assumes a supervisory role in this regard. The Manager is responsible for considering ESG factors in the investment process.
We are pleased to report that the management teams of our largest investments take their ESG obligations very seriously.
In FY25, 100% of Nvidia’s global electricity consumption was powered by or matched with renewable energy, a remarkable milestone.
Microsoft has committed to become carbon negative, water positive and zero waste by 2030 and has a target to halve its Scope 3 emissions from 2020 to 2030. Last year Microsoft contracted more carbon removal than all previous years combined.
The sources for these commitments can be found at:
https://cdn-dynmedia-1.microsoft.com/is/content/microsoftcorp/microsoft/msc/documents/ presentations/CSR/2025-Microsoft-Environmental-Sustainability-Report.pdf
We welcome these initiatives.
The portfolio does not contain any stocks in the following sectors:
1.
2. Mining and Metals: A body of ESG consultants have suggested that the mining sector has significant environmental impacts due to resource extraction, habitat disruption, and waste generation. Concerns also arise regarding labour practices and community displacement in some cases.
3. Tobacco: The tobacco industry is often seen as having negative social impacts due to health risks associated with smoking, marketing practices targeting vulnerable populations, and legal controversies.
4. Heavy Manufacturing: Industries such as heavy manufacturing and heavy chemicals might have higher environmental impacts due to emissions, waste production, and energy consumption.
5. Utilities: While the utilities sector is essential for providing energy, the environment
6. Agriculture: Certain agricultural practices, such as large-scale monoculture farming and excessive pesticide use, can have negative environmental consequences, impacting the agricultural sector’s ESG factors.
7. Fast Fashion: The fashion industry can have social and environmental issues related to labour practices, waste generation, and resource consumption.
As at
Outlook
We look forward with excitement as the Era of Artificial Intelligence develops. This technology is so powerful it is quite possible that its growth can continue to overpower a challenging economic and political backdrop. Many sold their shares last year, believing that the Era of Ai was over. Many of you may be considering such a move today. With this in mind, may I remind you of the words of
Hence, the Board and the Manager will see the course of the Era of Ai, and be guided by the words of Alan Turing: “We can only see a short distance ahead, but we can see plenty there that needs to be done.”
Chairman
24 September 2025
*Source: Bloomberg. See Glossary below.
MANAGER’S REVIEW
Market Review
The twelve months under review delivered double-digit gains in tech-heavy indices, albeit with periods of significant volatility. H1 2025 was particularly turbulent, with the VIX briefly surpassing 50 amid tariff-related uncertainty, making positioning challenging and demanding vigilant exposure management. More recently, volatility has eased, and US indices have recorded a string of all-time highs, albeit with narrowing market breadth and a pronounced divergence in performance between Ai-driven leaders and the broader market. US corporate earnings have generally grown at a healthy pace, but the gains have been concentrated. A recent Goldman Sachs report noted that the “Mag 7” delivered 26% year-on-year earnings growth in Q2, compared to just 4% for the remaining 493 constituents of the S&P 500. Despite tariff uncertainty, US inflation data has continued to point to a gradual disinflationary trend, while most economic indicators have remained robust. Although there are recent signs of emerging weakness in the labour market, the overall US economic backdrop has remained broadly benign.
Technology Review
Despite continued scepticism from some quarters, the Ai theme has made exceptional progress over the past 12 months:
1. Adoption has accelerated sharply: as ofApril 2025 , ChatGPT had surpassed 800 million users, up from 300 million at the end of 2024.
1. Monetisation is now firmly established: inJuly 2025 OpenAI reached$10 billion in annual recurring revenue.
1. Capabilities have advanced rapidly: Frontier models have continued to set
new benchmark records across domains including coding, mathematics, and
science. In December 2024 , OpenAI launched o1, the first widely available
reasoning model, and in April 2025 followed with o3, enabling the
completion of complex, multi-step tasks with great proficiency. With o3 and
features such as Deep Research , Ai became capable of producing
sophisticated research reports to a PhD standard. Autonomous coding agents
have also emerged, enabling companies like Microsoft to produce up to 30%
of their code from Ai.
1. Infrastructure investment has surged: cloud capex is forecast to grow 56%
year-on-year to $445 billion in 2025.
1. Inference demand has risen exponentially: Alphabet reported a 50x increase
in tokens processed over the past year, with reasoning models proving up to
20x more compute- intensive than non-reasoning models.
1. Competition has intensified: new entrants such as xAi have joined the model
race, amid a global battle for top Ai talent.
1. Efficiency gains have also been significant: hardware advances and model
optimisations (such as those pioneered by Deepseek ) have materially reduced
inference and training costs. Improved efficiency is crucial for diffusion,
enhancing application ROI and enabling adoption of the technology across a
wider range of functions and processes
We have consistently outlined our roadmap for the Ai era as developing in four stages:
1. Infrastructure Build: the build out of the data centers needed for Ai.
1. Migration of Data to the Cloud: the migration and management of the data
required to train the Ai models.
1. Launch of Applications using Ai: the existing and new applications we will
use to harness the power of Ai.
1. The Future Use Applications: the new applications that we cannot envisage a
use for now that will become wildly popular in the future.
Throughout 2024/2025, growth has remained concentrated in Stages 1 and 2, and the market performance of Ai enablers has reflected this. However, we are now beginning to see the first signs of Stage 3, particularly from
“ Ai is the most powerful technology humanity has ever created.”
–
Portfolio Review
The portfolio’s NAV per Share total return of 33.6% compared to a 17.4% return for the Nasdaq Composite (in GBP) and a 10.3% return for the Nasdaq 100 Technology subindex (in GBP).
The 3.0% increase in the value of Sterling against the US Dollar over the year was a headwind for performance due to the significant level of US Dollar exposure in the portfolio. Overall, we estimate that the loss in portfolio performance from Foreign Exchange was roughly 2.8%.
The Total Return of the portfolio broken down by sector* holdings in local currency (separating costs and foreign exchange) is shown below:
Total return of underlying sector holdings in local currency
2025
(excluding costs and foreign exchange)
Technology 35.0%
Consumer 0.3%
Financials 2.0%
Healthcare (0.1%)
Other Investments (including Funds, ETFs and Hedges) 0.7%
Foregein Exchange, operating costs & financing (4.3%)
NAV per Share total return 33.6%
* Sector weightings have been determined using the primary sector classification assigned to each holding by a leading Ai model, based on an analysis of the company’s core business activities and industry focus.
Total return of underlying sector holdings in local currency
2024
(excluding costs and foreign exchange)
Information Technology 55.6%
Communication Services 1.4%
Consumer Discretionary 0.1%
Other investments (including funds, ETFs and hedges) (0.1%)
Foreign Exchange, operating costs & financing (1.5%)
NAV per Share total return 55.4%
Technology
The Technology sector delivered roughly 92.2% of the NAV per Share total return.
Material positive performers (>1% contribution to return) included Nvidia Corp, Microsoft Corp, Broadcom Inc and Arista Networks Inc. The only material negative contributor was ASML Holding NV.
The portfolio’s weighting to this sector (including options on a MTM basis) at the year end was 96.0% of the net assets (2024: 106.0%).
Consumer
The Consumer sector delivered roughly 0.9% of the NAV per Share total return.
There were no material negative nor material positive contributors.
The portfolio’s weighting to this sector (including options on a MTM basis) at year end was 3.3% of the net assets (2024: (0.1)%).
Financials
Financials delivered roughly 5.3% of the NAV per Share total return.
Robinhood Markets Inc was the only holding in this sector for the period.
The portfolio’s weighting to this sector (including options on a MTM basis) at year end was 3.2% of the net assets (2024: 0.0%).
Healthcare
The Healthcare sector delivered roughly minus 0.3% of the NAV per Share total return.
There were no material negative nor material positive contributors.
The portfolio’s weighting to this sector (including options on a MTM basis) at year end was 1.6% of the net assets (2024: 1.9%).
Other (including funds, ETFs and beta hedges)
Other holdings delivered roughly 1.9% of the NAV per Share total return.
There were no material negative nor material positive contributors.
The portfolio’s weighting to this sector (including options on a MTM basis) at year end was 3.2% of the net assets (2024: 2.3%). The largest holding in this sector at year end was Robo Global Robotics & Automation ETF.
Market Outlook
Inflation is expected to remain relatively muted, and anticipated interest rate cuts provide a constructive backdrop for future equity returns. Geopolitical risks between the US and
We continue to believe our portfolio of long-duration assets is likely to be more sensitive to interest rate movements than to the effects of a mild recession. Furthermore, should rates fall below a certain threshold (around 2.75%-3.00%), we anticipate a rotation from money market funds into growth equities.
“ It has become appallingly obvious that our technology will exceed our humanity”.
–
Market Risks
The primary challenges to equities remain inflation, recession, regulation, energy prices and war. The Fed’s preferred measure, the PCE price index, has fallen but history has seen reversals before. We are hopeful that over time productivity gains from Ai can assist in further reducing inflation. There is the possibility that countries that undertake material Ai investment such as the
In the shorter term, recession risk is always a concern when the Fed has been adopting a “restrictive” stance which has the potential to slow the economy. Geopolitical risks, such as the conflict in
“ Adapt to reality; reality won’t adapt to your risk tolerance.”
–
Technology Outlook
According to McKinsey, global demand for data center capacity could nearly quadruple by 2030 from 2023 levels (22% CAGR), supporting our expectation of continued growth for Ai infrastructure companies. The Nasdaq composite is projected to deliver above-market growth in 2026 with projected revenues and earnings progress of 9.0% and 16.3% respectively. Our portfolio holdings are forecast by Bloomberg estimates to see weighted average projected revenues and earnings progress of 19.9% and 26.4% respectively for their next financial year. Forecasts are mainly useless apart from providing some relative indications, hence the figures provided purely illustrate that our portfolio could be considered relatively faster growth. Within the technology sector, we anticipate a widening gap in performance between companies driving the Ai revolution and those likely to be disrupted by it.
“ Software is eating the world, but Ai is going to eat software.”
–
AI Outlook
We expect continued progress in Ai capabilities over the next 12 months in both reasoning and autonomy, allowing Ai to complete longer and more complex tasks without human intervention.
On the consumer Ai side, we foresee greater personalisation via memorisation and deeper integration of Ai assistants into daily life. We expect
On the enterprise Ai side, we anticipate the continued migration of data and workflows to the cloud and the further adoption of autonomous Ai agents for function specific workflows. We expect continued efficiency gains from both hardware advances and model optimisations, further reducing the cost per unit of intelligence for Ai and improving the ROI for enterprise adopters.
Ai infrastructure buildout is expected to see double-digit data center capex growth in 2026. We also expect a continued reallocation of corporate budgets from
“ It’ll be 10 times bigger than the Industrial Revolution – and maybe 10 times faster.”
– Demis Hassabis on our Ai future.
Concentration Risk
We always seek as diversified a portfolio as we can possibly construct but we must address the concentration risk within our portfolio. Our top two holdings – Microsoft, and Nvidia – represented around 65% of our NAV at the period end and our top 5 holdings represent about 83% of our portfolio. Sadly, we do believe the outstanding winners from the Ai era may, in time, be counted on the fingers of two hands. So what are we meant to do: diversify to dilute performance? Punish our winners for proving they are elite? We would not be surprised if, in a few years time, it will be seen that the most dangerous portfolio to hold from today was a widely diversified selection of legacy Software 1.0 stocks.
The logical conclusion to our concentration risk for shareholders that are
May I remind you that the limits on portfolio concentration per our Investment Policy are as follows:
“No single holding will represent more than 20% of gross assets at the time of investment. In addition, the Company’s five largest holdings (by value) will not exceed (at the time of investment) more than 75% of gross assets.”
We do seek to achieve risk reduction in our approach, aiming to partially hedge specific risks that concern us (but hedging requires luck in its timing) and, in addition, by avoiding any holdings that give us nagging doubts.
“ Three-quarters of Warren Buffett’s equity portfolio are tied up in just 5 stocks.”
– CNBC headline
Conclusion
The risks are varied, numerous and material but the Era of Ai has many years left to run. Ai offers investors a first-class ticket to what could be one of the most exciting investment and economic periods of the century. The alternative is an investment landscape in
Long the Future.
Manager
Equity exposures and portfolio sector analysis
Equity exposures (longs)
As at
Exposure % of net
Company Sector *
£’000** assets**
NVIDA Corporation Technology 167,983 40.7
Microsoft Corporation Technology 102,891 25.0
Broadcom Inc. Technology 29,187 7.1
Arista Networks Inc. Technology 22,423 5.4
Advanced Micro Devices Inc. Technology 21,452 5.2
Synopsys Inc. Technology 21,327 5.2
Robinhood Markets Inc. Financials 14,680 3.6
Liberty Media Corporation-Liberty
Consumer 11,182 2.7
Formula One
Dell Technologies Inc. Technology 8,343 2.0
ASML Holding NV Technology 8,325 2.0
ROBO Global Robotics and Automation Funds, ETFs and Baskets 7,572 1.8
Intuitive Surgical Inc. Health Care 6,435 1.6
Micron Technology Inc. Technology 5,427 1.3
Salesforce Inc. Technology 3,358 0.8
TSMC Technology 3,241 0.8
Workday Inc. Technology 3,051 0.7
Polar Capital Technology Trust Funds, ETFs and Baskets 2,850 0.7
AeroVironment Inc. Industrials and Defence 1,820 0.4
DraftKings Inc. Consumer 1,060 0.3
SentinelOne Inc. Technology 1,053 0.3
Celsius Holdings Inc. Consumer 960 0.2
Meta Platforms Inc. Technology 748 0.2
Karman Holdings Inc. Industrials and Defence 578 0.1
Alphabet Inc. Technology 561 0.1
Amazon.com Inc. Consumer 442 0.1
Symbotic Inc. Technology 216 0.1
Equinix Inc. Technology 187 0.0
Grindr Inc. Consumer 137 0.0
Motorola Solutions Inc. Industrials and Defence 91 0.0
Allianz Technology Trust PLC Funds, ETFs and Baskets 13 0.0
Total long positions 447,566 108.4
Other net assets and liabilities (34,438) (8.4)
Net assets 413,128 100.0
* Sectors have been determined using the primary sector classification assigned to each holding by a leading Ai model, based on an analysis of the company’s core business activities and industry focus.
** Including equity swap exposures as detailed in note 13.
*** Including investment in the Morgan Stanley Sterling Liquidity fund valued at £3,225,000
Portfolio sector analysis (excluding options and short equity swap hedges)
As at
% of net
Sector
assets
Technology 96.9
Financials 3.6
Consumer 3.3
Funds, ETFs & Baskets 2.5
Healthcare 1.6
Industrials & Defence 0.5
Cash and other net assets and liabilities (8.4)
Net assets 100.0
PRINCIPAL PORTFOLIO EQUITY HOLDINGS
The positions described below have an Exposure that aggregates to 94.7% of Net Assets.
NVIDIA Corporation (“NVIDIA”)
NVIDIA is the global leader in chips for Ai training and inference, with a dominant position in the hardware and software ecosystem that underpins modern Ai development. Its CUDA platform has created a powerful moat, making it the foundation for most enterprise Ai workloads. Beyond accelerators, NVIDIA is also a leader in high-speed networking, enabling the massive scale required for hyperscale Ai clusters. Looking ahead, NVIDIA is expanding into areas such as robotics, digital twins, and autonomous systems, broadening its role as a key enabler of the Ai-driven economy.
Microsoft Corporation (“Microsoft”)
Microsoft is a global leader in enterprise software and cloud computing, with Azure now the second-largest public cloud platform worldwide. The company has taken a leading role in Ai adoption, embedding Copilot across Office, Windows, and Dynamics while positioning Azure as the infrastructure backbone for Ai workloads. Crucially, Microsoft holds a significant equity stake in
Broadcom Inc. (“Broadcom”)
Broadcom designs and manufactures a wide range of semiconductor and infrastructure software products. One of its fastest-growing areas is Ai ASICs (application-specific integrated circuits), which deliver highly efficient performance for specialised Ai workloads in hyperscale data centres. Whilst NVIDIA’s GPUs remain the gold standard for general-purpose Ai training and inference we believe there is room for ASICs to capture share in more stable, niche workloads where efficiency and cost advantages matter most. Alongside its strength in networking chips, storage, and infrastructure software, Broadcom is a diversified enabler of the Ai infrastructure build-out.
Arista Networks Inc. (“Arista”)
Arista is a leader in high-performance networking solutions for cloud and enterprise data centres. Its portfolio of switches, routers, and software-defined networking tools is engineered for ultra- low latency and high throughput, critical in Ai-driven environments. With significant exposure to hyperscale cloud capex, Arista plays a central role in enabling the connectivity required for largescale Ai clusters and workloads.
Advanced Micro Devices Inc. (“AMD”)
AMD designs and manufactures CPUs, GPUs, and Ai accelerators for both consumer and enterprise markets. Historically, AMD has built credibility as a successful challenger to Intel in CPUs, gaining share through strong execution and innovation. It is applying the same strategy in Ai accelerators with its MI300 series. However, NVIDIA is a more formidable competitor in Ai, with a stronger performance lead and entrenched ecosystem advantages. Even so, AMD has the potential to establish itself as the clear number two provider of Ai accelerators, giving enterprises an important alternative to NVIDIA.
Synopsys Inc. (“Synopsys”)
Synopsys is a global leader in electronic design automation (EDA) software, enabling semiconductor companies to design, simulate, and verify advanced chips. EDA tools are mission-critical in the era of smaller and more complex semiconductors, with Synopsys benefitting from the secular growth of chip R&D. Increasingly, Synopsys is also embedding Ai into its own tools, accelerating chip design cycles and improving verification accuracy — creating a self-reinforcing link between Ai adoption and semiconductor innovation.
Robinhood Markets Inc. (“Robinhood”)
Robinhood operates a commission-free trading platform that has reshaped retail investing with its mobile-first experience. The company is broadening into a full financial ecosystem spanning savings, credit, and advisory. Robinhood is also leaning into Ai, with the potential to launch Ai- driven financial tools and personalised investment guidance for its large user base. In addition, Robinhood continues to innovate in areas such as tokenisation and prediction markets, which could open new categories of retail participation in financial services. This positions Robinhood as both a disruptive fintech and a future beneficiary of Ai adoption in finance.
Liberty Media Corp – Liberty Formula One (“Liberty Formula One”)
Liberty
Dell Technologies Inc. (“Dell”)
ASML Holding NV (“ASML”)
ASML is the sole supplier of advanced extreme ultraviolet (EUV) lithography machines, essential for producing the world’s most advanced semiconductors. Its near-monopoly in EUV lithography gives it a unique strategic position in the global semiconductor supply chain.
All Equity & Debt portfolio holdings
As at
Net Delta
(inc Net Delta
Gross
Stocks exposure of
(Underlying Only) % of NAV
options) % of
NAV
NVIDIA Corporation 40.7 40.7
Microsoft Corporation 25.0 25.0
Broadcom Inc. 7.1 7.1
Arista Networks Inc 5.4 5.4
Advanced Micro Devices Inc. 5.2 4.0
Synopsys Inc. 5.2 3.4
Liberty Media Corporation-Liberty Formula One 2.7 2.7
Robinhood Markets Inc. 3.6 2.4
Dell Technologies Inc. 2.0 2.0
ASML Holding NV 2.0 1.9
ROBO Global Robotics and Automation. 1.8 1.8
Intuitive Surgical Inc. 1.6 1.6
Micron Technology Inc. 1.3 1.2
TSMC 0.8 0.8
Salesforce Inc. 0.8 0.7
Polar Capital Technology Trust 0.7 0.7
Workday Inc. 0.7 0.6
AeroVironment Inc. 0.4 0.4
Meta Platforms Inc. 0.2 0.4
DraftKings Inc. 0.3 0.3
SentinelOne Inc. 0.3 0.3
Celsius Holdings Inc. 0.2 0.2
Karman Holdings Inc. 0.1 0.1
Alphabet Inc. 0.1 0.1
Amazon.com Inc. 0.1 0.1
Symbotic Inc. 0.1 0.1
Equinix Inc. 0.0 0.0
Grindr Inc. 0.0 0.0
Motorola Solutions Inc. 0.0 0.0
Allianz Technology Trust PLC 0.0 0.0
NXP Semiconductors NV (0.0) 0.0
Accenture PLC (0.0) (0.0)
Yelp Inc. (0.0) (0.1)
Intuit Inc. - (0.1)
Avis Budget Group Inc. (0.1) (0.2)
iShares MSCI Taiwan ETF - (0.2)
SPDR S&P 500 ETF Trust - (0.7)
Total 108.4 103.1
For an explanation of why we report exposures on a Delta Adjusted basis please read our FAQ at https://mlcapman.com/faq/
Investment record of the last ten years
Total Return per Dividend per NAV per
Year ended Return Share* Share Net assets (£’000) Share*
(£’000) (p) (p) (p)
31 July 2016 13,424 62.50 13.36 75,546 350.81
31 July 2017 20,055 92.43 9.00 94,661 429.05
31 July 2018 26,792 115.27 12.00 130,388 532.81
31 July 2019 15,900 58.75 14.00 166,981 568.66
31 July 2020 24,037 74.74 14.00 225,933 625.23
31 July 2021 22,222 57.10 14.00 269,686 665.43
31 July 2022 (61,162) (151.62) 21.00 198,546 493.04
31 July 2023 28,754 71.45 14.00 221,379 550.79
31 July 2024 121,160 301.45 21.00 334,099 831.24
31 July 2025 101,359 255.75 28.00 413,128 1,077.29
* Basic and fully diluted.
Business model
The Company is an investment company as defined by Section 833 of the Companies Act 2006 and operates as an investment trust in accordance with Section 1158 of the Corporation Tax Act 2010.
The Company is also governed by the Listing Rules and the Disclosure Guidance and Transparency Rules of the
A review of investment activities for the year ended
Investment objective
The investment objective of the Company is to achieve capital appreciation.
Investment policy
Asset allocation
The Company’s investment objective is sought to be achieved through a policy of actively investing in a diversified portfolio, comprising any of global equities and/or fixed interest securities and/or derivatives.
The Company may invest in derivatives, money market instruments, currency instruments, contracts for differences (“CFDs”), futures, forwards and options for the purposes of (i) holding investments and (ii) hedging positions against movements in, for example, equity markets, currencies and interest rates.
The Company seeks investment exposure to companies whose shares are listed, quoted or admitted to trading. However, it may invest up to 10% of gross assets (at the time of investment) in the equities and/or fixed interest securities of companies whose shares are not listed, quoted or admitted to trading.
Risk diversification
The Company intends to maintain a diversified portfolio and it is expected that the portfolio will have between approximately 20 to 100 holdings. No single holding will represent more than 20% of gross assets at the time of investment. In addition, the Company’s five largest holdings (by value) will not exceed (at the time of investment) more than 75% of gross assets.
Although there are no restrictions on the constituents of the Company’s portfolio by geography, industry sector or asset class, it is intended that the Company will hold investments across a number of geographies and industry sectors. During periods in which changes in economic, political or market conditions or other factors so warrant, the Manager may reduce the Company’s exposure to one or more asset classes and increase the Company’s position in cash and/or money market instruments.
The Company will not invest more than 15% of its total assets in other listed closed ended investment funds. However, the Company may invest up to 50% of gross assets (at the time of investment) in an investment company subsidiary, subject always to the other restrictions set out in this investment policy and the Listing Rules.
Gearing
The Company may borrow to gear the Company’s returns when the Manager believes it is in Shareholders’ interests to do so. The Company’s Articles of Association (“Articles”) restrict the level of borrowings that the Company may incur up to a sum equal to two times the net asset value of the Company as shown by the then latest audited balance sheet of the Company.
The effect of gearing may be achieved without borrowing by investing in a range of different types of investments including derivatives. Save with the approval of Shareholders, the Company will not enter into any investments which have the effect of increasing the Company’s net gearing beyond the limit on borrowings stated in the Articles.
General
In addition to the above, the Company will observe the investment restrictions imposed from time to time by the Listing Rules which are applicable to investment companies with shares listed on the Official List of the
No material change will be made to the investment policy without the approval of Shareholders by ordinary resolution.
In the event of any breach of the investment restrictions applicable to the Company, Shareholders will be informed of the remedial actions to be taken by the Board and the Manager by an announcement issued through a regulatory information service approved by the
Investment Strategy and Style
The
fund’s
portfolio
is
constructed
with
flexibility
but
is
primarily
focused
on
stocks
that
exhibit
the
attributes
of
growth. The fund is often classified by others as a
Target Benchmark
Under UKLR 11 for closed-ended investment funds, there’s no requirement for the Company to adopt a performance benchmark.
Investments for the portfolio are not selected from constituents of any single index and the Company does not use any individual benchmark to assess performance.
We are tired of being expensively charged by benchmark providers so we have cancelled all services we received from our previous benchmark provider.
The Company is a technology focused fund and there are a huge number of digital financial data providers that allow shareholders to assess the performance of the Company on a Share Price and/or Net asset value per share basis against whichever benchmark the shareholder thinks is the best and many allow this for free.
Providing charts and data against benchmarks heralds back to the digital dark ages when such information was not ubiquitously free.
Environmental, Social, Community and Governance
The Company considers that it does not fall within the scope of the Modern Slavery Act 2015 and it is not, therefore, obliged to make a slavery and human trafficking statement. In any event, the Company considers its supply chains to be of low risk as its suppliers are typically professional advisers.
In its oversight of the Manager and the Company’s other service providers, the Board seeks assurances that they have regard to the benefits of diversity and promote these within their respective organisations. The Company has given discretionary voting powers to the Manager. The Manager votes against resolutions they consider may damage Shareholders’ rights or economic interests and reports their actions to the Board. The Company believes it is in the Shareholders’ interests to consider environmental, social, community and governance factors when selecting and retaining investments and has asked the Manager to take these issues into account. The Manager does not exclude companies from their investment universe purely on the grounds of these factors but adopts a positive approach towards companies which promote these factors. The portfolio’s Sustainalytics Environmental Percentile was 81.6% as at
The Company notes the
Stakeholder Engagement
The Company’s s172 Statement can be found in the Corporate Governance Statement on pages 45 and 46 of the full Annual Report and is incorporated into this Strategic Report by reference.
Dividend policy
The Company may declare dividends as justified by funds available for distribution. The Company will not retain in respect of any accounting period an amount which is greater than 15% of net revenue in that period.
Recurring income from dividends on underlying holdings is paid out as ordinary dividends.
Results and dividends
The results for the year are set out in the Statement of Comprehensive Income and in the Statement of Changes in Equity below.
For the year ended
The dividends paid/proposed by the
Year ended 31 July 2025 Year ended 31 July 2024
(pence per Share) (pence per Share)
Interim dividend 7.00 7.00
Special dividend 7.00 7.00
Proposed final dividend 7.00 7.00
Proposed Special dividend 7.00 -
28.00 21.00
Subject to the approval of Shareholders at the forthcoming AGM, the proposed final ordinary dividend and proposed Special dividend will be payable on
Further details of the dividends paid in respect of the years ended
Principal risks and uncertainties
The Board considers that the following are the principal risks and uncertainties facing the Company. The actions taken to manage each of these are set out below. If one or more of these risks materialised, it could potentially have a significant impact upon the Company’s ability to achieve its investment objective. These risks are formalised within the risk matrix maintained by the Company’s Manager.
Risk How the risk is managed
Investment performance is monitored and
reviewed daily by M&L Capital Management
Limited (“MLCM”) as AIFM through:
• Intra-day portfolio statistics; and
Investment Performance Risk • Daily Risk reports.
The performance of the Company may not The metrics and statistics within these
be in line with its investment reports may be used (in combination with
objectives. other factors) to help inform investment
decisions.
The AIFM also provides the Board with
quarterly performance updates, key
portfolio stats (including performance
attribution,
valuation metrics, VaR and liquidity
analysis) and performance charts of top
portfolio holdings.
It should be noted that none of the
above steps guarantee that Company
performance will meet its stated
objectives.
The Manager has a remuneration policy
that incentivises key staff to take a
long-term view as variable rewards are
spread over a five-year period. MLCM
Key Man Risk and Reputational Risk also has documented policies and
procedures, including a business
The Company may be unable to fulfil its continuity plan, to ensure continuity of
investment objectives following the operations in the unlikely event of a
departure of key staff at the Manager. departure.
MLCM has a comprehensive compliance
framework to ensure strict adherence to
relevant governance rules and
requirements.
NAVs are produced independently by the
Administrator, based on the Company’s
valuation policy.
Valuation is overseen and reviewed by
the AIFM’s valuation committee which
Fund Valuation Risk reconciles and checks NAV reports prior
to publication.
The Company’s valuation is not
accurately represented to investors. It should be noted that the vast
majority of the portfolio consists of
quoted equities, whose prices are
provided by independent market sources;
hence material input into the valuation
process is rarely required from the
valuation committee.
All outsourced relationships are subject
to an extensive dual-directional due
diligence process and to ongoing
monitoring. Where possible, the Company
appoints a diversified pool of
outsourced providers to ensure
continuity of operations should a
service provider fail.
Third-Party Service Providers
The cyber security of third-party
Failure of outsourced service providers service providers is a key risk that is
in performing their contractual duties. monitored on an ongoing basis. The safe
custody of the Company’s assets may be
compromised through control failures by
the Depositary or Custodian, including
cyber security incidents. To mitigate
this risk, the AIFM receives monthly
reports from the Depositary confirming
safe custody of the Company’s assets
held by the Custodian.
The AIFM adopts a series of pre-trade
and post-trade controls to minimise
breaches. MLCM uses a fully integrated
order management system, electronic
execution system, portfolio management
system and risk system developed by
Regulatory Risk Bloomberg. These systems include
automated compliance checks, both pre-
A breach of regulatory rules/ other and post-execution, in addition to
legislation resulting in the Company manual checks by the investment team.
not meeting its objectives or The AIFM undertakes ongoing compliance
investors’ loss. monitoring of the portfolio through a
system of daily reporting.
Furthermore, there is additional
oversight from the Depositary, which
ensures that there are three distinct
layers of independent monitoring.
The Company has a clear documented
investment policy and risk profile. The
Fiduciary Risk AIFM employs various controls and
monitoring processes to ensure
The Company may not be managed to the guidelines are adhered to (including
agreed guidelines. pre- and post-execution checks as
mentioned above and monthly Risk
meetings). Additional oversight is also
provided by the Company’s Depositary.
The AIFM has extensive fraud prevention
controls and adopts a zero tolerance
approach towards fraudulent behaviour
and breaches of protocol surrounding
fraud prevention. The transfer of cash
Fraud Risk or securities involve the use of dual
authorisation and two-factor
Fraudulent actions may cause loss. authentication to ensure fraud
prevention, such that only authorised
personnel are able to access the core
systems and submit transfers. The
Administrator has access to core systems
to ensure complete oversight of all
transactions.
It is interesting to note that using a
sequential selection screen of all
equities on Bloomberg using the hurdles
of ROIC, ROE, Operating Margin and
Revenue Growth set at the rates Nvidia
currently enjoys, outputs less than a
dozen further suggested stocks that are
domiciled outside China .
Whilst some may like us to diversify our
Portfolio more, this analysis may
Portfolio Concentration suggest diversification would lead to
the dilution of the Portfolio’s average
The Portfolio’s concentration in Nvidia financial metrics quality.
Corp. and Microsoft Corp. could lead to
materially negative performance results In addition, at times the Manager will
for the Company should one or both of attempt to directly hedge out some of
these holdings have declining share the risk of a fall in Technology stocks
prices. by selling Call options on individual
holdings. At times, we also buy Long Put
options on Technology indices or
individual stock names. However, these
hedges are most likely to only provide
immaterial comfort should large
positions or the general markets
decline.
Again, we encourage investors to
diversify their own portfolios and only
hold shares in Manchester & London as
part of a well-diversified portfolio.
Discount risk The Board and the Manager monitor the
discount relative to peers and market
A sustained deterioration in UK conditions on an ongoing basis. Where
investor appetite for higher-volatility appropriate, the Company executes share
asset classes (driven in part by buybacks under existing authorities.
regulation), irrespective of However, the capacity and desirability
performance, could reduce demand for of buy-backs are inherently finite and
the Company’s shares and lead to a cannot be relied upon indefinitely. Even
structural and persistent widening in with buy-backs, there can be no
the discount to net asset value assurance that the discount will narrow
(“NAV”). or not widen further.
In addition to the above, the Board considers the following to be the principal financial risks associated with investing in the Company: market risk, interest rate risk, liquidity risk, currency rate risk and credit and counterparty risk. An explanation of these risks and how they are managed along with the Company’s capital management policies are contained in note 16 of the Financial Statements below.
The Board, through the Audit Committee, has undertaken a robust assessment and review of all the risks stated above and in note 16 of the Financial Statements, together with a review of any emerging or new risks which may have arisen during the year, including those that would threaten the Company’s business model, future performance, solvency or liquidity.
In accordance with guidance issued to directors of listed companies, the Directors confirm that they have carried out a review of the effectiveness of the systems of internal financial control during the year ended
Further discussion about risk considerations can be found in the Company’s latest prospectus available at https://mlcapman.com/manchester-london-investment- trust-plc/
Year-end gearing
At the year end, gross long equity exposure represented 108.4% (2024: 112.3%) of net assets.
Key performance indicators
Key measures by which the Board judges the success of the Company are the Share price, the NAV per Share and the ongoing charges measure.
Total net assets at
The quoted Share price during the period under review has ranged from a discount of 12.34% to 24.92%.
Ongoing charges, which are set out above, are a measure of the total expenses (including those charged to capital) expressed as a percentage of the average net assets over the year. The Board regularly reviews the ongoing charges measure and monitors Company expenses.
Future development
The Board and the Manager do not currently foresee any material changes to the business of the Company in the near future. As the majority of the Company’s equity investments are denominated in US Dollar, any currency volatility may have an impact (either positive or negative) on the Company’s NAV per Share, which is denominated in Sterling.
Management arrangements
Under the terms of the management agreement, MLCM manages the Company’s portfolio in accordance with the investment policy determined by the Board. The management agreement has a termination period of three months. In line with the management agreement, the Manager receives a tiered portfolio management fee. Details of the fee arrangements and the fees paid to the Manager during the year are disclosed in note 3 to the Financial Statements.
The Manager is authorised and regulated by the
Alternative Investment Fund Managers Directive (the “AIFMD”)
The Company permanently exceeded the sub-threshold limit under the AIFMD in 2017 and MLCM was appointed as the Company’s AIFM with effect from
The AIFMD requires certain information to be made available to investors before they invest and requires that material changes to this information be disclosed in the Annual Report.
Remuneration
In the year to
The management of MLCM is undertaken by Mr
The remuneration policy of the Manager is to pay fixed annual salaries, with non-guaranteed bonuses, dependent upon performance only. These bonuses are generally paid in the Company’s Shares, released over a five-year period.
Leverage
The leverage policy has been approved by the Company and the AIFM. The policy limits the leverage ratio that can be deployed by the Company at any one time to 275% (gross method) and 250% (commitment method). This includes any gearing created by its investment policy. This is a maximum figure as required for disclosure by the AIFMD regulation and not necessarily the amount of leverage that is actually used. The leverage ratio as at
Leverage is defined in the Glossary below.
Risk profile
The risk profile of the Company as measured through the Summary Risk Indicator (“SRI”) score, is currently at a 6 on a scale of 1 to 7 as at
For further information on SRI – including key risk disclaimers – please read the Fund Key Information Document available at https://mlcapman.com/manchester-london-investment-trust-plc/
Liquidity arrangements
The Company currently holds no assets that are subject to special arrangements arising from their illiquid nature. If applicable, the Company would disclose the percentage of its assets subject to such arrangements on its website at the same time as it makes its Annual Report and Financial Statements available to investors, or more frequently at its discretion.
Continuing appointment of the Manager
The Board keeps the performance of MLCM, in its capacity as the Company’s Manager, under continual review. It has noted the good long-term performance record and commitment, quality and continuity of the team employed by the Manager. As a result, the Board concluded that it is in the best interests of the Shareholders as a whole that the appointment of the Manager on the agreed terms should continue.
Human rights, employee, social and community issues
The Board consists entirely of non-executive Directors. The Company has no employees and day-today management of the business is delegated to the Manager and other service providers. As an investment trust, the Company has no direct impact on the community or the environment, and as such has no human rights or community policies. In carrying out its investment activities and in relationships with suppliers, the Company aims to conduct itself responsibly, ethically and fairly. Further details of the Environmental, Social and Governance policy can be found in the Statement of Corporate Governance on pages 44 and 45 of the full Annual Report. Details of the Company’s Board composition and related diversity considerations can be found in the Statement of Corporate Governance on page 40 of the full Annual Report.
Gender diversity
At
Approval
This Strategic Report has been approved by the Board and signed on its behalf by:
Chairman
DIRECTORS
The current Directors of the Company are:
Sir
All the Directors are non-executive.
EXTRACTS FROM THE DIRECTORS’ REPORT
Share capital
As at
At general meetings of the Company, Shareholders are entitled to one vote on a show of hands and on a poll, to one vote for every Share held. Shares held in
In circumstances where Chapter 11 of the Listing Rules would require a proposed transaction to be approved by Shareholders, the controlling Shareholder (see page 34 of the full Annual Report for further details) shall not vote its Shares on that resolution. In addition, any Director of the Company appointed by MMIC, the controlling Shareholder, shall not vote on any matter where conflicted and the Directors will act independently from MMIC and have due regard to their fiduciary duties.
Issue of Shares
At the Annual General Meeting held on
There were no share issues during the year.
As at the latest practicable date of
Purchase of Shares
At the Annual General Meeting held on
During the year, 1,844,039 Shares have been bought back and at
Sale of Shares from
At the Annual General Meeting held on
No Shares were sold from
Going concern
The Directors consider that it is appropriate to adopt the going concern basis in preparing the Financial Statements. After making enquiries, and considering the nature of the Company’s business and assets, the Directors consider that the Company has adequate resources to continue in operational existence for the foreseeable future. In arriving at this conclusion, the Directors have considered the liquidity of the portfolio and the Company’s ability to meet obligations as they fall due for a period of at least 12 months from the date that these Financial Statements were approved.
Cashflow projections have been reviewed and provide evidence that the Company has sufficient funds to meet both its contracted expenditure and its discretionary cash outflows in the form of the dividend policy. Additionally, Value at Risk scenario analyses to demonstrate that the company has sufficient capital headroom to withstand market volatility are performed periodically.
Viability statement
The Directors have assessed the prospects of the Company over a five-year period. The Directors consider five years to be a reasonable time horizon to consider the continuing viability of the Company, however they also consider viability for the longer-term foreseeable future.
In their assessment of the viability of the Company, the Directors have considered each of the Company’s principal risks and uncertainties as set out in the Strategic Report above and in particular, have considered the potential impact of a significant fall in global equity markets on the value of the Company’s investment portfolio overall. The Directors have also considered the Company’s income and expenditure projections and the fact that the Company’s investments mainly comprise readily realisable securities which could be sold to meet funding requirements if necessary. On that basis, the Board considers that five years is an appropriate time period to assess continuing viability of the Company.
In forming their assessment of viability, the Directors have also considered:
• internal processes for monitoring costs;
• expected levels of investment income;
• the performance of the Manager;
• portfolio risk profile;
• liquidity risk;
• gearing limits;
• counterparty exposure; and
• financial controls and procedures operated by the Company.
The Board is satisfied with the ongoing services provided to the Company by its service providers.
Based upon these considerations, the Directors have concluded that there is a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the five-year period.
By order of the Board
Company Secretary
STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RELATION TO THE ANNUAL REPORT AND FINANCIAL STATEMENTS
The Directors are responsible for preparing the Company’s Annual Report and Financial Statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare Financial Statements for each financial period. Under that law, the directors are required to prepare the group financial statements in accordance with
In preparing the Financial Statements, the Directors are required to:
• select suitable accounting policies in accordance with IAS 8 ‘Accounting Policies, Changes in Accounting Estimates and Errors’ and then apply them consistently;
• present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
• provide additional disclosure when compliance with specific requirements in IFRS is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Company’s financial position and financial performance;
• state that the Company has complied with IFRS, subject to any material departures disclosed and explained in the Financial Statements;
• make judgements and estimates that are reasonable and prudent; and
• prepare Financial Statements on a going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy, at any time, the financial position of the Company and to enable them to ensure that the Financial Statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors’ Report, Directors’ Remuneration Report and Corporate Governance Statement that comply with that law and those regulations, and ensuring that the Annual Report includes information required by the Listing Rules and Disclosure Guidance and Transparency Rules of the
The Financial Statements are published on the Company’s website, www.mlcapman.com/manchester-london-investment-trust-plc, which is maintained on behalf of the Company by the Manager. The Manager has agreed to maintain, host, manage and operate the Company’s website and to ensure that it is accurate and up-to-date and operated in accordance with applicable law. The work carried out by the Auditor does not involve consideration of the maintenance and integrity of this website and accordingly, the Auditor accepts no responsibility for any changes that have occurred to the Financial Statements since they were initially presented on the website. Visitors to the website need to be aware that legislation in the
We confirm that to the best of our knowledge:
i. the Financial Statements, prepared in accordance with the IFRS, give a true and fair view of the assets, liabilities, financial position and profit of the Company; and
ii. the Annual Report includes a fair review of the development and performance of the business and position of the Company, together with a description of the principal risks and uncertainties that it faces.
The Directors consider that the Annual Report and Financial Statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for Shareholders to assess the Company’s position and performance, business model and strategy.
On behalf of the Board
Chairman
NON-STATUTORY ACCOUNTS
The financial information set out below does not constitute the Company’s statutory accounts for the years ended
STATEMENT OF COMPREHENSIVE INCOME
For the year ended
2025 2024
Revenue Capital Total Revenue Capital Total
Notes
£’000 £’000 £’000 £’000 £’000 £’000
Gains
Gains on investments at
fair value through profit 9 346 104,967 105,313 357 123,556 123,913
or loss
Investment income 2 1,090 - 1,090 1,092 - 1,092
Bank interest 2 1,251 - 1,251 1,354 - 1,354
Gross return 2,687 104,967 107,654 2,803 123,556 126,359
Expenses
Management fee 3 (2,447) - (2,447) (1,458) - (1,458)
Other operating expenses 4 (635) - (635) (563) - (563)
Total expenses (3,082) - (3,082) (2,021) - (2,021)
Return before finance 5 (395) 104,967 104,572 782 123,556 124,338
costs and tax
Finance costs 5 (105) (2,999) (3,104) (68) (2,966) (3,034)
Return on ordinary (500) 101,968 101,468 714 120,590 121,304
activities before tax
Taxation 6 (109) - (109) (144) - (144)
Return on ordinary (609) 101,968 101,359 570 120,590 121,160
activities after tax
Return per Share pence pence pence pence pence pence
Basic and fully diluted 8 (1,54) 257.29 255.75 1.42 300.03 301.45
The total column of this statement is the Income Statement of the Company prepared in accordance with
All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued during the year.
There is no other comprehensive income, and therefore the return for the year after tax is also the total comprehensive income.
STATEMENT OF CHANGES IN EQUITY
For the year ended
Share Share Special Capital Retained
Total
Notes capital premium reserve** reserve* earnings**
£’000
£’000 £’000 £’000 £’000 £’000
Balance at 1August 10,132 25,888 86,468 211,611 - 334,099
2024
Changes in equity
for 2025
Ordinary shares
bought back and 14 - - (14,038) - - (14,038)
held in treasury
Total comprehensive - - - 101,968 (609) 101,359
income
Dividends paid 7 - - (8,292) - - (8,292)
Balance at 31 July 10,132 25,888 64,138 313,579 (609) 413,128
2025
Balance at 1 August 10,132 25,888 94,338 91,021 - 221,379
2023
Changes in equity
for 2024
Ordinary shares
bought back and 14 - - - - - -
held in treasury
Total comprehensive - - - 120,590 570 121,160
income
Dividends paid 7 - - (7,780) - (570) (8,440)
Balance at 31 July 10,132 25,888 86,468 211,611 - 334,099
2024
* Within the balance of the capital reserve, £70,651,000 relates to realised gains (2024: £50,175,000). Realised gains are distributable by way of a dividend. The remaining £242,928,000 relates to unrealised gains on financial instruments (2024: £161,436,000) and is non-distributable.
** Fully distributable
STATEMENT OF FINANCIAL POSITION
As at 31
Notes 2025 2024
£’000 £’000
Non-current assets
Investments at fair value through profit or loss 9 375,583 309,002
Current assets
Unrealised derivative assets 13 10,912 4,866
Trade and other receivables 10 189 419
Cash and cash equivalents 11 17,429 7,187
Cash collateral receivable from brokers 13 16,783 16,371
45,313 28,843
Creditors – amounts falling due within one year
Unrealised derivative liabilities 13 (4,621) (3,248)
Trade and other payables 12 (2,451) (498)
Cash collateral payable to brokers 13 (587) -
Bank overdrafts 11 (109)
(7,768) 3,746
Net current assets 37,545 25,097
Net assets 413,128 334,099
Capital and reserves
Ordinary Share Capital 14 10,132 25,888
Share premium 25,888 25,888
Special Reserves 64,138 86,468
Capital reserve 313,579 211,611
Retained earnings (609) -
Total equity 413,128 334,099
Basic and fully diluted NAV per Share 15 1,077.29p 831.24p
Number of Shares in issue excluding treasury 14 38,348,979 40,193,018
The Financial Statements on pages 70 to 90 of the full Annual Report were approved by the Board of Directors and authorised for issue on
Chairman
Company Number: 01009550
STATEMENT OF CASH FLOWS
For the year ended
2025 2024
£’000 £’000
Cash flow from operating activities
Return on operating activities before tax 101,468 121,304
Interest expense 3,104 3,034
Gains on investments held at fair value through profit or (105,518) (123,533)
loss
Increase in receivables (7) (34)
Increase in payables 118 163
Exchange losses/(gains) on Currency Balances 551 (23)
Tax (109) (144)
Net cash generated from operating activities (393) 767
Cash flow from investing activities
Purchases of investments (51,683) (79,749)
Sales proceeds 80,476 65,875
Derivative instrument cashflows 5,882 14,638
Net cash inflow from investing activities 34,675 764
Cash flow from financing activities
Ordinary shares bought back and held in treasury (12,192) -
Equity dividends paid (8,292) (8,440)
Interest paid (3,114) (2,976)
Net cash used in financing activities (23,598) (11,416)
Net increase/(decrease) in cash and cash equivalents 10,684 (9,885)
Exchange (losses)/gains on Currency Balances (551) 23
Cash and cash equivalents at beginning of year 7,187 17,049
Cash and cash equivalents at end of year 17,320 7,187
The notes below form part of these Financial Statements.
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
For the year ended
1. General information and accounting policies
The Company’s Financial Statements have been prepared in accordance with
Basis of preparation
In order to better reflect the activities of an investment trust company and in accordance with the AIC SORP, supplementary information which analyses the Statement of Comprehensive Income between items of revenue and capital nature has been prepared alongside the Statement of Comprehensive Income.
The Financial Statements are presented in Sterling, which is the Company’s functional currency as the
Going concern
The financial statements have been prepared on a going concern basis and on the basis that approval as an investment trust company will continue to be met.
The Directors have made an assessment of the Company’s ability to continue as a going concern and are satisfied that the Company has adequate resources to continue in operational existence for a period of at least 12 months from the date when these financial statements were approved.
In making the assessment, the Directors of the Company have considered the likely impacts of international and economic uncertainties on the Company, operations and the investment portfolio. These include, but are not limited to, the impact of another pandemic, the war in
The Directors noted that the Company, with the current cash balance and holding a portfolio of listed investments, is able to meet the obligations of the Company as they fall due. The current cash balance, enables the Company to meet any funding requirements and finance future additional investments. The Company is a closed-end fund, where assets are not required to be liquidated to meet day to day redemptions.
The Directors have completed stress tests assessing the impact of changes in market value and income with associated cash flows. In making this assessment, they have considered plausible downside scenarios. The conclusion was that in a plausible downside scenario the Company could continue to meet its liabilities. Whilst the economic future is uncertain, and the Directors believe that it is possible the Company could experience further reductions in income and/or market value, the opinion of the Directors is that this should not be to a level which would threaten the Company’s ability to continue as a going concern.
The Directors, the Manager and other service providers have put in place contingency plans to minimise disruption. Furthermore, the Directors are not aware of any material uncertainties that may cast significant doubt on the Company’s ability to continue as a going concern, having taken into account the liquidity of the Company’s investment portfolio and the Company’s financial position in respect of its cash flows, borrowing facilities and investment commitments (of which there are none of significance). Therefore, the financial statements have been prepared on the going concern basis.
Segmental reporting
The Directors are of the opinion that the Company is engaged in a single segment of business, being investment business. The Company primarily invests in companies listed on recognised international exchanges.
Accounting developments
In the year under review, the Company has applied amendments to IFRS issued by the IASB adopted in conformity with
-- Classification of liabilities as current or non-current (Amendments to
IAS 1);
-- Non-current liabilities with Covenants (Amendments to IAS 1;
-- Supplier Finance Arrangements – Amendments to IAS 7 and IFRS 7; and
The adoption of the changes to accounting standards has had no material impact on these or prior years’ financial statements. These are amendments to IAS/IFRS that are not yet mandatorily effective:
-- Lack of Exchangeability (Amendments to IAS 21). The amendments contain
guidance to specify when a currency is exchangeable and how to determine
the exchange rate when it is not;
-- Classification and Measurement of Financial Instruments (Amendments to
IFRS 7 and IFRS 9). The amendments address matters identified during the
post-implementation review of the classification and measurement
requirements of IFRS 9 Financial Instruments; and
-- Presentation and Disclosures in Financial Statements (IFRS 18). New
presentation requirements for the classification of income and expenses
and enhanced disclosures regarding management-defined performance
indicators.
-- Annual improvements to IFRS Standards.
The Directors do not anticipate the adoption of these will have a material impact on the financial statements.
Critical accounting judgements and key sources of estimation uncertainty
The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and the reported amounts in the financial statements. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
There were no significant accounting estimates or critical accounting judgements in the year.
Investments
Investments are measured initially, and at subsequent reporting dates, at fair value through profit and loss, and derecognised at trade date where a purchase or sale is under a contract whose terms require delivery within the timeframe of the relevant market. For listed equity investments, this is deemed to be closing prices.
Changes in fair value of investments are recognised in the Statement of Comprehensive Income as a capital item. On disposal, realised gains and losses are also recognised in the Statement of Comprehensive Income as capital items.
All investments for which fair value is measured or disclosed in the Financial Statements are categorised within the fair value hierarchy in note 9.
Financial instruments
The Company may use a variety of derivative instruments, including equity swaps (also referred to as contracts for differences), futures, forwards and options under master agreements with the Company’s derivative counterparties to enable the Company to gain long and short exposure on individual securities.
The Company recognises financial assets and financial liabilities when it becomes a party to the contractual provisions of the instrument. Listed options and futures contracts are recognised at fair value through profit or loss valued by reference to the underlying market value of the corresponding security, traded prices and/or third party information.
Notional dividend income arising on long positions is recognised in the Statement of Comprehensive Income as revenue. Interest expenses on open long positions are allocated to capital. All remaining interest or financing charges on derivative contracts are allocated to the revenue account.
Unrealised changes to the value of securities in relation to derivatives are recognised in the Statement of Comprehensive Income as capital items.
Foreign currency
Transactions denominated in foreign currencies are converted to Sterling at the actual exchange rate as at the date of the transaction. Monetary assets and liabilities and non-monetary assets held at fair value denominated in foreign currencies at the year end are translated at the Statement of Financial Position date. Any gain or loss arising from a change in exchange rate subsequent to the date of the transaction is included as an exchange gain or loss in the capital reserve or the revenue account depending on whether the gain or loss is capital or revenue in nature.
Cash and cash equivalents
Cash comprises cash in hand and overdrafts. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value.
For the purposes of the Statement of Financial Position and the Statement of Cash Flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts when applicable.
Cash held in margin/collateral accounts at the Company’s brokers is presented as Cash collateral receivable from brokers in the financial statements. Any cash collateral owed back to the brokers on marked to market gains of Equity Swaps is shown in the financial statements as Cash collateral payable to brokers.
Trade receivables, trade payables and short-term borrowings
Trade receivables, trade payables and short-term borrowings are measured at amortised cost.
Revenue recognition
Revenue is recognised when it is probable that economic benefits associated with a transaction will flow to the Company and the revenue can be reliably measured.
Dividends from overseas companies are shown gross of any non-recoverable withholding taxes which are disclosed separately in the Statement of Comprehensive Income.
Dividends receivable on quoted equity shares are taken to revenue on an ex-dividend basis. Dividends receivable on equity shares where no ex-dividend date is quoted are brought into account when the Company’s right to receive payment is established.
All other income is accounted for on a time-apportioned basis and recognised in the Statement of Comprehensive Income.
Expenses
All expenses are accounted for on an accruals basis and are charged to revenue. All other administrative expenses are charged through the revenue column in the Statement of Comprehensive Income.
Finance costs
Finance costs are accounted for on an accruals basis.
Financing charged by the Prime Brokers on open long positions are allocated to capital, with other finance costs being allocated to revenue.
Taxation
The charge for taxation is based on the net revenue for the year and any deferred tax.
Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amount for financial reporting purposes at the reporting date. Deferred tax assets are only recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of timing differences can be deducted. In line with recommendations of the AIC SORP, the allocation method used to calculate the tax relief on expenses charged to capital is the “marginal” basis. Under this basis, if taxable income is capable of being offset entirely by expenses charged through the revenue account, then no tax relief is transferred to the capital account.
No taxation liability arises on gains from sales of investments by the Company by virtue of its investment trust status. However, the net revenue (excluding investment income) accruing to the Company is liable to corporation tax at prevailing rates.
Dividends payable to Shareholders
Dividends to Shareholders are recognised as a liability in the period in which they are approved and are taken to the Statement of Changes in Equity. Dividends declared and approved by the Company after the Statement of Financial Position date have not been recognised as a liability of the Company at the Statement of Financial Position date.
Share capital
The share capital is the nominal value of issued ordinary shares and is not distributable.
Share premium
The Share premium account represents the accumulated premium paid for Shares issued in previous periods above their nominal value less issue expenses. This is a reserve forming part of the non-distributable reserves. The following items are taken to this reserve:
-- costs associated with the issue of equity;
-- premium on the issue of Shares; and
-- premium on the sales of Shares held in Treasury over the market value.
Special Reserve
The special reserve was created by a cancellation of the share premium account increasing the distributable reserves of the Company. The special reserve is distributable, and the following items are taken to this reserve:
-- costs of share buy-backs, including related stamp duty and transaction
costs; and
-- dividends.
Capital reserve
The following are taken to capital reserve:
-- gains and losses on the realisation of investments;
-- increases and decreases in the valuation of the investments held at the
year end;
-- cost of share buy backs;
-- exchange differences of a capital nature; and
-- expenses, together with the related taxation effect, allocated to this
reserve in accordance with the above policies.
Retained earnings
The revenue reserve represents accumulated revenue account profits and losses. The surplus accumulated profits are distributable by way of dividends.
2. Income
2025 2024
£’000 £’000
Dividends from listed investments 1,090 1,092
Bank interest 1,251 1,354
2,341 2,446
3. Management fee
2025 2024
£’000 £’000
Base fee 2,388 1,39
Risk management and valuation fee 59 59
2,447 1,458
With effect from
Tiered Management Fee:
-- 0.7% per annum of the NAV up to and including £750 million;
-- 0.5% per annum of the NAV between £750 million and £1.5 billion; and
-- 0.3% per annum of the NAV above £1.5 billion.
There will be no performance fee payable to the
Risk Management and Valuation fee:
There will be no change to the Risk Management and Valuation fee, however, the fee will be adjusted annually in January by the
The Board believes that the new fee structure offers a simpler and more predictable arrangement, removes the unnecessary volatility in ongoing charges for shareholders and allows the Manager to better plan for the future and broaden the expertise of the management team supporting the Company. It also addresses concerns raised by proxy advisors and compliance departments over the variability of the fee arrangements.
Also, the Board believes that the changes have the potential to generate cost savings for shareholders in both the short and long-term, in particular, if the Company were to see a material increase in NAV.
In addition, a Risk Management and Valuation fee equating to £59,000 on an annualised basis is charged by the AIFM. The Manager is also reimbursed any expenses incurred by it on behalf of the Company.
4. Other operating expenses
2025 2024
£’000 £’000
Directors’ fees 117 102
Auditors’ remuneration 39 37
Registrar fees 39 32
Depositary fees 122 101
Other expenses 318 291
635 563
Other operating expenses include irrecoverable VAT where appropriate, excluding the Auditors’ and Directors’ remuneration which have been shown net of VAT.
No non-audit services were provided by
5. Finance costs
2025 2024
£’000 £’000
Charged to revenue 105 68
Charged to capital* 2,999 2,966
3,104 3,034
* Finance costs charged to capital relate to interest on equity swaps.
6. Taxation
a) Analysis of charge in year
Year to 31 July 2025 Year to 31 July 2024
Revenue Total Revenue Total
Capital £’000 Capital £’000
£’000 £’000 £’000 £’000
Current tax:
Overseas tax not 109 - 109 144 - 144
recoverable
109 - 109 144 - 144
b) The current taxation charge for the year is lower than the standard rate of
Corporation Tax in the UK of 25% (2024: 25%).
The differences are explained below:
Net return before (500) 101,968 101,468 714 120,590 121,304
taxation
Theoretical tax
at UK corporation (125) 25,492 25,367 178 30,147 30,325
tax rate of 25%
(2024: 25%)
Effects of:
Foreign dividends
that are not (221) - (221) (208) - (208)
taxable
Non-taxable - (26,243) (26,243) - (30,889) (30,889)
investment gains
Offshore income - - - 63 - 63
gains
Irrecoverable 109 - 109 144 - 144
overseas tax
Unrelieved excess 346 751 1,097 (33) 742 709
expenses
Total tax charge 109 - 109 144 - 144
c) Factors that may affect future tax charges.
At
As at
7. Dividends
2025 2024
Amounts recognised as distributions to equity holders in the year:
£’000 £’000
Final ordinary dividend for the year ended 31 July 2024 of 7.0p 2,807 2,813
(2023: 7.0p) per share
Interim ordinary dividend for the year ended 31 July 2025 of 7.0p 2,742 2,813
(2024: 7.0p) per share
Special dividend for the year ended 31 July 2025 of 7.0p (2024:7.0p) 2,743 2,814
per share
8,292 8,440
The Directors are proposing a final dividend of 7.0p and a special dividend of 7.0p for the financial
year 2025.
These proposed dividends have been excluded as a liability in these Financial Statements in
accordance with IFRS.
We also set out below the total dividend payable in respect of the financial year, which is the basis
on which the requirements of Section 1158 of the Corporation Tax Act 2010 are considered.
Included in the dividend distributions to equity holders in the year is £8,292,000 (2024: £7,870,000)
paid from special reserve.
2025 2024
£’000 £’000
Interim ordinary dividend for the year ended 31 July 2025 of 7.0p 2,742 2,813
(2024: 7.0p) per Share
Special dividend for the year ended 31 July 2025 of 7.0p (2024:
nil) 2,743 -
per share
Proposed final ordinary dividend* for the year ended 31 July 2025 2,684* 2,813
of 7.0p (2024: 7.0p) per Share
Proposed special dividend* for the year ended 31 July 2025 of 7.0p
2,684* 2,814
(2024: 7.0p) per share
10,853 8,441
*
Based on Shares in circulation on
8. Return per Share
2025 2024
Net Return Weighted Total Net Return Weighted Total
Average Shares Average Shares
£’000 (p) £’000 (p)
Basic and
fully diluted
return:
Net revenue
return after (609) 39,632,194 (1.54) 570 40,193,018 1.42
taxation
Net capital
return after 101,968 39,632,194 257.29 120,590 40,193,018 300.03
taxation
Total 101,359 39,632,194 255.75 121,160 40,193,018 301.45
Basic revenue, capital and total return per Share is based on the net revenue, capital and total return for the period and on the weighted average number of Shares in issue of 39,632,194 (2024: 40,193,018).
9. Investments at fair value through profit or loss
2025 2024
Total Total
£’000 £’000
Analysis of investment portfolio movements
Opening cost at 1 August 151,886 136,155
Opening unrealised appreciation at
157,116 52,109
1 August
Opening fair value at 1 August 309,002 188,264
Movements in the year
Purchases at cost 51,683 79,749
Sales of Investments (80,223) (66,024)
Realised profit on sales 18,132 2,006
Increase in unrealised appreciation 76,989 105,007
Closing fair value at 31 July 375,583 309,002
Closing cost at 31 July 141,478 151,886
Closing unrealised appreciation at
234,105 157,116
31 July
Closing fair value at 31 July 375,583 309,002
Fair value hierarchy
Financial assets of the Company are carried in the Statement of Financial Position at fair value. The fair value is the amount at which the asset could be sold or the liability transferred in an orderly transaction between market participants, at the measurement date, other than a forced or liquidation sale. The Company measures fair values using the following hierarchy that reflects the significance of the inputs used in making the measurements.
Categorisation within the hierarchy has been determined on the basis of the lowest level input that is significant to the fair value measurement of the relevant assets as follows:
-- Level 1 – valued using quoted prices unadjusted in an active market.
-- Level 2 – valued by reference to valuation techniques using observable
inputs for the asset or liability other than quoted prices included in
Level 1.
-- Level 3 – valued by reference to valuation techniques using inputs that
are not based on observable market data for the asset or liability.
The tables below set out fair value measurements of financial instruments as at the year end, by their category in the fair value hierarchy into which the fair value measurement is categorised.
Financial assets/liabilities at fair value through profit or loss at
Level 1 Level 2 Total
£’000 £’000 £’000
Investments 375,583 - 375,583
Unrealised Derivative Assets - 10,912 10,912
Unrealised Derivative Liability - (4,621) (4,621)
Total 375,583 6,291 381,874
Financial assets/liabilities at fair value through profit or loss at
Level 1 Level 2 Total
£’000 £’000 £’000
Investments 309,002 - 309,002
Unrealised Derivative Assets - 4,866 4,866
Unrealised Derivative Liability - (3,248) (3,248)
Total 309,002 1,618 310,620
There have been no transfers during the year between Level 1 and 2 fair value measurements.
Transaction costs
During the year, the Company incurred transaction costs of £271,000 (2024: £154,000) on the purchase and disposal of investments.
Analysis of capital gains and losses
2025 2024
£’000 £’000
Gains on sales of investments 18,132 2,006
Investment holding gains 76,989 105,007
Realised gains on derivatives 5,878 17,684
Unrealised gains/(losses) on derivatives 4,503 (1,252)
105,502 123,445
Realised (losses)/gains on currency balances and trade (535) 111
settlements
Dividend income in respect of equity swaps 346 357
105,313 123,913
10. Trade and other receivables
2025 2024
£’000 £’000
Dividends receivable 43 52
Due from brokers - 237
Interest receivable 103 95
Prepayments 43 35
189 419
11. Cash and cash equivalents
2025 2024
£’000 £’000
Cash and cash equivalents in the statement of financial position 17,429 7,187
Bank Overdrafts (109) -
Cash and cash equivalents in the statement of cash flows 17,320 7,187
As at the balance sheet date, the Company held shares valued at £3,225,000 (2024: £11,000) in the Morgan Stanley Sterling Liquidity fund, which has been classified as a Cash equivalent (see Note 1).
12. Trade and other payables
2025 2024
£’000 £’000
Due to Brokers 1,916 6
Accruals 535 492
2,451 498
13. Derivatives
The Company may use a variety of derivative contracts under master agreements with the Company’s derivative counterparties to enable it to gain long and short exposure, including Options and Equity Swaps (which are synthetic equities), and are valued by reference to the market values of the investments’ underlying securities.
The sources of the return under the Equity Swap contracts (e.g. notional dividends, financing costs, interest returns and realised and unrealised gains and losses) are allocated to the revenue and capital accounts in alignment with the nature of the underlying source of income.
-- Notional dividend income or expense arising on long or short positions
is apportioned wholly to the revenue account.
-- Notional interest or financing charges on open long positions are
apportioned wholly to the capital account. All remaining interest or
financing charges on derivative contracts are allocated to the revenue
account.
-- Changes in value relating to underlying price movements of securities in
relation to Equity Swap exposures are allocated to capital.
The fair values of derivative financial assets are set out in the table below:
2025 2024
£’000 £’000
Unrealised derivative assets 10,912 4,866
Cash collateral receivable from brokers 16,783 16,371
Unrealised derivative liabilities (4,621) (3,248)
Cash collateral payable to brokers (587) -
The corresponding gross exposure on long equity swaps as at
As at
The nature of the Company’s portfolio means that the Company gains significant exposure to a number of markets through Equity Swaps. The Company may use Equity Swaps to manage gearing. However, to the extent the Manager has elected not to be geared, the Company will generally hold a level of cash (or equivalent holding in the
As at
14. Share capital
2025 2024
Share capital Number of Shares Nominal value Number of Shares Nominal value
£’000 £’000
Shares of 25p
each issued and
fully paid
Balance as at 1 40,528,238 10,132 40,528,238 10,132
August
Shares issued - - - -
Balance as at 31 40,528,238 10,132 40,528,238 10,132
July
Treasury shares
Balance as at 1 335,220 335,220
August
Buyback of
Ordinary Shares 1,844,039 -
into Treasury
Balance at end of 2,179,259 335,220
year
Total Ordinary
Share capital
excluding 38,348,979 40,193,018
Treasury shares
No shares were issued during the year (2024: nil).
The Board’s authority to issue shares, approved at the Annual General Meeting held on
During the year, 1,844,039 Ordinary Shares (2024: nil) were bought back and held in treasury for total cost of £14,038,000.
15. NAV per Share
Net assets
NAV per Share
attributable
2025 2024 2025 2024
(p) (p) £’000 £’000
Shares: basic and fully diluted 1077.29 831.24 413,128 334,099
The basic NAV per Share is based on net assets at the year end and 38,348,979 (2024: 40,193,018)
Shares in issue, adjusted for any Shares held in
16. Risks – investments, financial instruments and other risks
Investment objective and policy
The Company’s investment objective and policy are detailed above.
The investing activities in pursuit of its investment objective involve certain inherent risks.
The Company’s financial instruments can comprise:
-- shares and debt securities held in accordance with the Company’s
investment objective and policy;
-- derivative instruments for trading, hedging and investment purposes;
-- cash, liquid resources and short-term debtors and creditors that arise
from its operations; and
-- current asset investments and trading.
Risks
The risks identified arising from the Company’s financial instruments are market risk (which comprises market price risk and interest rate risk), liquidity risk and credit and counterparty risk. The Company may enter into derivative contracts to manage risk. The Board reviews and agrees policies for managing each of these risks, which are summarised below.
These policies remained unchanged since the beginning of the accounting period.
Market risk
Market risk arises mainly from uncertainty about future prices of financial instruments used in the Company’s business. It represents the potential loss the Company might suffer through holding market positions by way of price movements, interest rate movements and exchange rate movements. The Company assesses the exposure to market risk when making each investment decision and these risks are monitored by the Manager on a regular basis and the Board at quarterly meetings with the Manager.
Details of the long equity exposures held at
If the price of these investments and equity swaps had increased by 5% at the reporting date with all other variables remaining constant, the capital return in the Statement of Comprehensive Income and the net assets attributable to equity holders of the Company would increase by £22,338,000 (2024: £18,486,000).
A 5% decrease in share prices would have resulted in an equal and opposite effect of £22,338,000 (2024: £18,486,000), on the basis that all other variables remain constant. This level of change is considered to be reasonable based on observation of current market conditions.
At the year end, the Company’s direct equity exposure to market risk was as follows:
2025 2024
£’000 £’000
Equity long exposures
Investments held in equity form 375,583 309,002
Long exposure held in equity swap hedges 71,983 65,982
447,566 374,984
Short exposure held in equity swap hedges (804) (5,272)
446,762 369,712
Interest rate risk
Interest rate risk arises from uncertainty over the interest rates charged by financial institutions. It represents the potential increased costs of financing for the Company. The Manager actively monitors interest rates and the Company’s ability to meet its financing requirements throughout the year and reports to the Board. No sensitivity analysis is presented because, as at the financial year end, the Company held zero balances invested in bonds or fixed interest securities. The Company is charged interest on its Equity Swap positions but these charges are not currently material once netted with interest received on cash, collateral and cash equivalent balances.
Liquidity risk
Liquidity risk reflects the risk that the Company will have insufficient funds to meet its financial obligations as they fall due. The Directors have minimised liquidity risk by investing in a portfolio of quoted companies that are readily realisable.
The Company’s uninvested funds are held almost entirely with the Prime Brokers or on deposits with
As at 31
2025 2024
£’000 £’000
Unrealised derivative liabilities 4,621 2,959
Trade payables and accruals 2,451 498
Cash collateral payable to brokers 587 -
7,659 3,457
All derivative liabilities noted above have effective maturities of less than one year. Ultimate cashflows are contingent on market movements and will differ from the carrying amount.
The Company manages liquidity risk through constant monitoring of the Company’s gearing position to ensure the Company is able to satisfy any and all debts within the agreed credit terms.
Currency rate risk
Currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. If Sterling had strengthened by 5% against all other currencies at the reporting date, with all other variables remaining constant, the total return in the Statement of Comprehensive Income and the net assets attributable to equity holders of the Company, assuming the Company held no balances in Sterling, would have decreased by £20,656,000 (2024: £16,704,000). If Sterling had weakened by 5% against all currencies, there would have been an equal and opposite effect. This level of change is considered to be reasonable based on observation of current market conditions.
The Company’s material foreign currency exposures are laid out below.
As at 31 July 2025
Sterling US Dollar Euro Danish Kroner Total
£’000 £’000 £’000 £’000 £’000
Investments 2,863 372,720 - - 375,583
Unrealised derivative assets - 10,903 9 - 10,912
Cash and cash equivalents 5,299 11,305 825 - 17,429
Cash collateral receivable from 5,604 11,036 143 - 16,783
brokers
Unrealised derivative liabilities - (4,548) (73) - (4,621)
Cash collateral payable to (587) - - (587)
brokers
Other net liabilities (2,262) - - - (2,262)
Bank Overdrafts - - (31) (78) (109)
10,917 401,416 873 (78) 413,128
As at 31 July 2024
Sterling US Dollar Euro Total
£’000 £’000 £’000 £’000
Investments 2,197 306,805 - 309,002
Unrealised derivative assets - 4,866 - 4,866
Cash and cash equivalents 479 7,585 (877) 7,187
Cash collateral receivable from brokers 8,457 7,111 803 16,371
Unrealised derivative liabilities - (2,535) (713) (3,248)
Other net liabilities (79) - - (79)
11,054 323,832 (787) 334,099
The Company constantly monitors currency rate risk to ensure balances, wherever possible, are translated at rates favourable to the Company.
Credit and counterparty risk
Credit risk is the risk of financial loss to the Company if the contractual party to a financial instrument fails to meet its contractual obligations.
The maximum exposure to credit risk as at
The Company’s quoted investments are held on its behalf by the Prime Brokers. Bankruptcy or insolvency of the Prime Brokers may cause the Company’s rights with respect to securities held by the Prime Brokers to be delayed. The Manager and the Board monitor the Company’s risk and exposures. As at
The risk is managed as follows:
Where the Manager makes an investment in a bond, corporate or otherwise, the credit worthiness of the issuer is taken into account so as to minimise the risk to the Company of default (past due more than 90 days of any material credit obligations). The credit standing and other associated risks are reviewed by the Manager.
Investment transactions are carried out with a number of brokers where creditworthiness is reviewed by the Manager.
Cash is only held at banks that have been identified by the Board as reputable and of high credit quality. The Manager reviews these on a continual basis with regular updates to the Board.
Capital management policies
The structure of the Company’s capital is noted in the Statement of Changes in Equity and managed in accordance with the investment objective and policy set out in the Strategic Report.
The Company’s capital management objectives are to maximise the return to Shareholders while maintaining a capital base to allow the Company to operate effectively and meet obligations as they fall due.
The Board, with the assistance of the Manager, monitors and reviews the capital on an ongoing basis.
The Company is subject to externally imposed capital requirements:
-- as a public company, the Company is required to have a minimum Share
capital of £50,000; and
-- in accordance with the provisions of Sections 832 and 833 of the
Companies Act 2006, the Company, as an investment company:
-- is only able to make a dividend distribution to the extent that
the assets of the Company are equal to at least one and a half
times its liabilities after the dividend payment has been made;
and
-- is required to make a dividend distribution each year such that
it does not retain more than 15% of the income that it derives
from shares and securities.
These requirements are unchanged since last year and the Company has complied with them at all times.
A sensitivity analysis has not been prepared for interest risk, as the Company is not materially exposed to interest rates.
17. Related party transactions
MLCM, a company controlled by Mr
The Manager receives a monthly management fee for these services which in the year under review amounted to a total of £2,447,000 (2024: £1,458,000) excluding VAT. The balance owing to the Manager as at
Details relating to the Directors’ emoluments are found in the Directors’ Remuneration Report on page 50 of the full Annual Report.
18. Ultimate control
The ultimate controlling Shareholder throughout the year and the previous year was MMIC, a company incorporated in the
19. Post Statement of Financial Position events
There are no post balance sheet events to report.
GLOSSARY
Alternative Performance Measure (‘APM’)
An APM is a numerical measure of the Company’s current, historical or future financial performance, financial position or cash flows, other than a financial measure defined or specified in the applicable financial framework. In selecting these Alternative Performance Measures, the Directors considered the key objectives and expectations of typical investors in an investment trust such as the Company.
Company
References to the Company refer to
Delta
Delta measures the degree to which an option is exposed to shifts in the price of the underlying asset (i.e. stock) or commodity (i.e. futures contract). Values range from 1.0 to –1.0 (or 100 to –100, depending on the convention employed). See website link for further details: https://mlcapman.com/faq/
Delta Adjusted Exposure
Delta times the underlying security’s notional exposure for options. For all other instruments, the notional exposure of the security. At the sector and portfolio levels, this is the sum of the individual security delta adjusted exposures. See website link for further details: https://mlcapman.com/faq/
Discount/premium
If the Share price is lower than the NAV per Share it is said to be trading at a discount. The size of the discount is calculated by subtracting the Share price from the NAV per Share and is usually expressed as a percentage of the NAV per Share. If the Share price is higher than the NAV per Share, this situation is called a premium.
Gearing
Gearing refers to the level of the Company’s debt to its equity capital. The Company may borrow money to invest in additional investments for its portfolio. If the Company’s assets grow, the Shareholders’ assets grow proportionately more because the debt remains the same. But if the value of the Company’s assets falls, the situation is reversed. Gearing can therefore enhance performance in rising markets but can adversely impact performance in falling markets.
Gearing represents borrowings at par less cash and cash equivalents (including any outstanding trade or foreign exchange settlements) expressed as a percentage of Shareholders’ funds.
Potential gearing is the Company’s borrowings expressed as a percentage of Shareholders’ funds.
Leverage
Under the AIFMD it is necessary for AIFs to disclose their leverage in accordance with the prescribed calculations of the Directive. Leverage is often used as another term for gearing which is included within the Strategic Report. Under the AIFMD there are two types of leverage that the AIF is required to set limits for, monitor and periodically disclose to investors. The two types of leverage calculations defined are the gross and commitment methods. These methods summarily express leverage as a ratio of the exposure of debt, non-sterling currency, equity or currency hedging and derivatives exposure against the net asset value. The difference between the two methods is that the commitment method nets off derivative instruments and the gross method aggregates them.
Net asset value (“NAV”)
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 a current market value, having deducted all liabilities and prior charges at their par value (or at their asset value). The total NAV per Share is calculated by dividing the NAV by the number of Shares in issue excluding Treasury Shares.
Prime Broker
Prime brokerage is the bundling of services by investment banks enabling the Company to borrow securities and cash in order to be able to invest on a netted basis and achieve an absolute return. The Prime Broker provides custody and a centralised securities clearing facility for the Company so the Company’s collateral requirements are netted across all deals handled by the Prime Broker.
Ongoing charges ratio
As recommended by the AIC, ongoing charges are the Company’s annualised expenses including (excluding finance costs, variable management fee and certain non-recurring items) expressed as a percentage of the average monthly net assets of £2,929,000. The ongoing charges ratio is 0.86%.
Total assets
Total assets include investments, cash, current assets and all other assets. An asset is an economic resource, being anything tangible or intangible that can be owned or controlled to produce value and to produce positive economic value. Assets represent the value of ownership that can be converted into cash. The total assets less all liabilities will be equivalent to total Shareholders’ funds.
NAV per Share total return
Total return statistics enable the investor to make performance comparisons between investment trusts with different dividend policies. The total return measures the combined effect of any dividends paid, together with the rise or fall in the Share price or NAV. This is calculated by the movement in the NAV or Share price plus dividend income reinvested by the Company at the prevailing NAV or Share price.
31 July
NAV Total Return Page** 31 July 2025
2024
Closing NAV per Share (p) 3 1077.29 831.24
Total dividends paid in the year ended 31 July 21.00 21.000
2025 (2024) (p)
Adjusted closing NAV (p) 1098.29 852.24 a
Opening NAV per Share (p) 3 831.24 550.79 b
NAV total return unadjusted
32.13 54.73 c
(c=((a-b)/b)) (%)
NAV total return adjusted (%)* 3/4 33.60 55.44
*Based on NAV price movements and dividends reinvested at the relevant cum dividend NAV value during the period. Where the dividend is invested and the NAV value falls this will further reduce the return or, if it rises, any increase will be greater. The source is Bloomberg who have calculated the return on an industry comparative basis.
**Page numbers refer to the full Annual Report.
ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of
The notice of this meeting will also be available at www.mlcapman.com/manchester-london-investment-trust-plc .
NOTICE OF ANNUAL GENERAL MEETING
Letter from the Chairman
Dear Shareholder,
Notice of the Annual General Meeting
I am pleased to advise that the fifty-third Annual General Meeting (“AGM”) of the Company will be held by means of an Electronic Facility on Wednesday,
Meeting and Voting Arrangements
The Company understands and respects the importance of the AGM to shareholders and the Company will offer shareholders the option to ask questions in advance of the meeting. The 2025 AGM will be a fully virtual meeting by means of an electronic facility and Shareholders are invited to participate in the AGM electronically via Microsoft Teams. Further details are set out below. Please contact the Manager who will provide further information. Shareholders are asked to exercise their votes by submitting their proxy electronically in advance of the meeting and to appoint the Chairman of the meeting as their proxy with their voting instructions. Further details of how you can vote are set out below.
Business of the Meeting
The formal Notice of the AGM, which follows this letter, sets out the business to be considered at the meeting. Shareholders are being asked to vote on various items of business, being: the receipt and acceptance of the Annual Report and the Financial Statements for the year ended
Resolutions 1 to 12 will be proposed as ordinary resolutions and resolutions 13 to 16 will be proposed as special resolutions.
RESOLUTION 1 – Annual Report and Financial Statements for the year ended
The Directors are required to present to the meeting the Company’s Strategic Report, Directors’ Report, Auditor’s Report and the audited financial statements for the financial year ended
RESOLUTION 2 – Directors’ Remuneration Report
The Directors’ Remuneration Report for the year ended
RESOLUTION 3 – Directors’ Remuneration Policy
The Directors’ Remuneration Policy is set out on page 54 of the full Annual Report and Accounts. The Policy is unchanged since it was presented at the AGM of the Company held on
RESOLUTION 4 – Final and Special Dividend
The final ordinary dividend for the year ended
RESOLUTIONS 5 to 8 – Election and Re-election of Directors
In line with the
Neither
Accordingly, the votes cast by the independent Shareholders and by all the Shareholders for the resolutions for the re-election of
The Chairman and the Board confirm that, following formal performance evaluations, the performance of each of the Directors continues to be effective and demonstrates commitment to the role and having considered the Directors’ other time commitments and board positions, are satisfied that each Director has the capacity to be fully engaged with the Company’s business. The Chairman and the Board therefore believe that it is in the interests of Shareholders that each of the Directors standing for re-election and election are elected. Directors’ biographical details can be found in the full Annual Report on page 32.
RESOLUTIONS 9 and 10 – Re-appointment of Auditor and to authorise the Directors to determine the Remuneration of the Company’s Auditor
Auditors must be appointed at each general meeting at which the Annual Report and Financial Statements are presented to Shareholders. An assessment of the independence and objectivity of
RESOLUTION 11 – Authority to offer Scrip Dividends
The Directors are proposing to obtain the authority to offer an optional scrip dividend to Shareholders in future periods. Scrip dividends are subject to Shareholder approval and Resolution 11 is being proposed at the AGM to obtain that approval. The authority contained in Resolution 11 is to expire at the conclusion of the annual general meeting of the Company to be held in 2026.
Unless circumstances change, the Directors would expect to renew this authority annually at the annual general meetings of the Company. Details of how any scrip dividend scheme would operate will be released to Shareholders if such an option is actually offered in the future.
RESOLUTION 12 – Authority to allot Shares
Resolution 12, an ordinary resolution, as set out in the notice of meeting, if passed, will renew the Directors’ authority to issue up to an aggregate nominal value of £2,376,537, representing 9,506,147 Ordinary Shares (being approximately one-quarter of the issued share capital (excluding Treasury Shares) as at
As at
RESOLUTION 13 – Waiver of Pre-emption Rights
Resolution 13, a special resolution, if passed, will renew the Directors’ authority to disapply the statutory pre-emption rights of existing Shareholders in relation to the issue of Ordinary Shares for cash or the sale of Ordinary Shares out of
RESOLUTION 14 – Authority to allot or sell Treasury Shares at a discount to NAV
Subject to the passing of Resolution 13, Resolution 14 will renew the Company’s authority to sell Shares from
RESOLUTION 15 – Authority to make market purchases of the Company’s own Shares
At the annual general meeting held on
Resolution 15, which will be proposed as a special resolution, seeks to renew the authority granted at last year’s annual general meeting and gives the Company authority to buy back its own Shares in the market. The authority limits the number of Ordinary Shares that could be purchased to a maximum of 5,699,885 (representing 14.99% of the issued Ordinary Share capital of the Company (excluding Treasury Shares) as at the close of business on 17 September). The authority sets out the minimum and maximum prices. This authority will expire at the conclusion of the next annual general meeting of the Company.
Whilst the Directors have no present intention of using this authority, the Directors would use this authority in order to address any imbalance between the supply and demand for the Ordinary Shares and to manage the discount to NAV at which the Ordinary Shares trade. When proposing this resolution the Directors have considered the following: the Company does not capitalize any operational (non-Equity Swap Finance) costs, the Manager’s fee structure is viewed as competitive when compared to similarly invested, actively managed, investment trust companies, and the Directors believe that the discount is a function of the size of the Company, the liquidity of its shares, and the Ten Year US Treasury yield.
Any purchases of Shares would be by means of market purchases through the
The Shares held in
RESOLUTION 16 – Notice of General Meetings
Under the Act, the notice period required for all general meetings of a company is 21 days. Annual general meetings will always be held on at least 21 clear days’ notice but Shareholders can approve a shorter notice period for other general meetings, provided this is not less than 14 clear days. Such a notice period provides flexibility and, if approved, will remain effective until the next annual general meeting of the Company, when it is intended that a similar resolution will be proposed. The Directors will only call general meetings on 14 clear days’ notice where they consider it in the best interests of Shareholders to do so and the relevant matter requires to be dealt with expediently.
Action to be taken now
Shareholders are permitted to attend the AGM virtually. The Board recognises that the AGM represents an important forum for Shareholders to ask questions and virtual annual general meetings allow a methodology for more shareholders to attend the meeting (up to 1,000) for a lower cost (including travel costs and carbon footprint) and hence the Board believes virtual meetings are more inclusive than physical meetings. The Teams platform is a product of Microsoft Corp., which is the Company’s largest investment holding, so this will be a great opportunity for Shareholders to get first-hand experience of a Microsoft product.
You are encouraged to appoint a proxy electronically via the Investor Centre app or web browser at
https://uk.investorcentre.mpms.mufg.com/
. Alternatively, if you hold your shares in CREST, you may appoint a proxy via the CREST system. Notice of your appointment of a proxy should reach the Company’s Registrar, MUFG Corporate Markets by 12.00 noon on Monday,
If you would like to attend the AGM virtually, please email (with Subject Line: Request to Join vAGM) your details to ir@mlcapman.com with proof that you are a Shareholder or you have a Letter of Authority from the nominee company that you hold shares with. You will receive a personal email with the Teams Invite for the meeting.
On the day
You can join via Teams in the 15 minutes before the AGM from any device, whether or not you have a Teams account. If you don’t have an account, follow these steps to join as a guest.
1. Go to the meeting invite and select Join Microsoft Teams Meeting.
2. That will open a web page, where you will see two choices: Download the Windows app and Join on the web instead. If you join on the web, you can use either Microsoft Edge or Google Chrome. Your browser may ask if it is okay for Teams to use your mic and camera. Be sure to allow it so you will be seen and heard at the AGM.
3. Enter your name and choose your audio and video settings. If the meeting room (or another device that is connected to the meeting) is nearby, choose Audio off to avoid disrupting. Select Phone audio if you want to listen to the meeting on your mobile phone.
4. When you are ready, hit Join now.
5. This will bring you into the meeting lobby. Teams then notifies the Manager that you are there, and then you can be admitted.
If you have a family member who is already a subscriber to Teams why not have a practice run with your own family meeting with them?
How will the virtual AGM work?
When the AGM opens at the appointed time, you will be able to see and hear the Chairman. The Chairman will open the AGM and address all questions that have been submitted in advance. There will be a short opportunity to ask any further questions. Then the Chairman will ask if anyone wishes to vote using the Poll Card (please do not elect to do so if you have already voted by Proxy and do not wish to change your vote). If anyone does wish to vote by Poll Card, the process of how and when to vote using a Poll Card will be explained and Poll Card votes will be accepted throughout the AGM and the following 30 minutes after the AGM.
The Chairman will then formally put each resolution to the AGM and advise of the proxy votes already received in advance.
The Manager will then say a few words about the Portfolio and the Financial markets. A further opportunity will then be provided to ask the Manager questions.
The AGM will then formally close.
The results of the AGM will be announced by an RNS and posted to the Company’s website: https://mlcapman.com/manchester-london-investment-trust-plc/
How to vote, speak and ask a question at the virtual AGM
There will be an opportunity to download, complete, sign and submit poll cards at the Virtual meeting but the Board encourages Shareholders to vote electronically and to appoint the Chairman of the meeting as their proxy with their voting instructions. You will find instructions in the notes to the notice to enable you to vote electronically via www.signalshares.com and how to register to do so. All valid proxy votes will be included in the voting. The ability to vote by Poll Card will close 30 minutes after the close of the AGM.
Shareholders are also invited to ask questions at the AGM. The Board invites Shareholders to submit any questions they may have for the virtual AGM by email (with Subject Line: Question for vAGM) to ir@mlcapman.com. The Manager will endeavor to answer your question or get an answer to your question and provide that to you personally before the AGM but the Chairman will also post your question at the AGM, identify you as the person who formed the question and any reply provided to you. If you do have a specific question whilst the AGM is in progress then use the “Raise Hand” function in the “Reactions” menu on the Teams Meeting platform or by typing the question through the Chat function on the Teams platform. You will be kept on mute by the AGM host until you are invited to speak/ask your question(s).
Recommendation
The Board considers all the resolutions to be proposed at the AGM to be in the best interests of Shareholders and the Company as a whole. Accordingly, the Directors unanimously recommend that all Shareholders vote in favour of the resolutions, as they intend to do in respect of their own shareholdings.
Keeping in touch
If you have not already done so we suggest you provide your email to the Registrars investor relations site by logging on to www.signalshares.com AND providing your email to the Manager at ir@mlcapman.com if you wish to receive the Fund Factsheet monthly.
Yours faithfully,
Chairman
NOTICE OF THE ANNUAL GENERAL MEETING 2025
Notice is hereby given that the Annual General Meeting (the “AGM”) of
Resolutions 1 to 12 (inclusive) will be proposed as ordinary resolutions, which means that for each of these to be passed, more than 50% of the votes cast must be in favour of the resolution. Resolutions 13 to 16 will be proposed as special resolutions, meaning that for each of these to be passed, at least 75% of the votes cast must be in favour.
Each of the resolutions to be considered at the AGM will be voted on by way of a poll. This ensures that, if shareholders are unable to attend the AGM but have appointed proxies, their votes are taken into account. The results of the polls will be announced to the
Business of the Meeting
Ordinary Resolutions
1. To receive and accept the Company’s Annual Report and Financial Statements for the year ended
2. To receive and approve the Directors’ Remuneration Report for the year ended
3. To approve the Directors’ Remuneration Policy.
4. To declare a final ordinary dividend of
5. To re-elect
6. To re-elect
7. To re-elect
8. To re-elect
9. To re-appoint
10. To authorise the Directors to determine the Auditor’s remuneration.
11. THAT, the Directors of the Company be and are hereby authorised to offer holders of the Ordinary Shares of
12. THAT, the Directors of the Company be and are hereby generally and unconditionally authorised, in addition to any existing authorities, pursuant to and in accordance with Section 551 of the Companies Act 2006 (the “Act”) to exercise all the powers of the Company to allot Ordinary Shares of
Special Resolutions
13. THAT, subject to the passing of Resolution 12 above, in addition to any existing authorities, the Directors be and are hereby empowered, pursuant to Sections 570 to 573 of the Act to allot Ordinary Shares for cash and to sell Ordinary Shares from
14. THAT, subject to the passing of Resolution 13, to generally and unconditionally authorise and empower the Directors in compliance with the Listing Rules to sell, transfer and allot Shares held by the Company in
15. THAT, in substitution of all existing authorities, to unconditionally and generally authorise the Company, pursuant to section 701 of the Act, to make one or more market purchases (within the meaning of section 693 of the Act) of any of its own Ordinary Shares of
a. the maximum number of Ordinary Shares hereby authorised to be so purchased shall be 5,699,885 (or, if less, 14.99% of the number of Ordinary Shares in issue (excluding Treasury Shares) immediately following the passing of this Resolution);
b. the minimum price, exclusive of expenses, which may be paid for such Shares shall be
c. the maximum price, exclusive of expenses, which may be paid for a Share contracted to be purchased on any day shall be an amount not more than the highest of (i) 105% of the average of the Last Price per Bloomberg (or the closing price of the London Stock Exchange Daily Official List) of the Company’s Ordinary Shares for the five business days immediately preceding the day on which such Share is contracted to be purchased and (ii) the higher of the price of the last independent trade, and the highest current independent bid price for a share of the Company on the trading venues where the market purchases by the Company pursuant to the authority conferred by this Resolution 14 will be carried out;
d. the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company, unless previously renewed, varied or revoked by the Company in a general meeting; and
e. the Company may make a contract or contracts to purchase its own shares under the authority hereby conferred prior to the expiry of such authority which will or might be executed wholly or partly after the expiration of such authority and may make a purchase of its own Shares in pursuance of any such contract(s).
16. THAT, a general meeting, other than an annual general meeting, may be called on not less than 14 clear days’ notice.
By order of the Board
Chairman
NOTES TO THE NOTICE OF THE ANNUAL GENERAL MEETING
1. To be entitled to vote at the Meeting (and for the purpose of the determination by the Company of the number of votes they may cast), Shareholders must be registered in the Register of Members of the Company at close of trading on Monday,
2. Shareholders are entitled to appoint another person as a proxy to exercise all or part of their rights to attend and to speak and vote on their behalf at the Meeting. A Shareholder may appoint more than one proxy in relation to the Meeting provided that each proxy is appointed to exercise the rights attached to a different Ordinary Share or Ordinary Shares held by that Shareholder. A proxy need not be a Shareholder of the Company however the Board recommends that you only appoint the Chairman of the meeting as your proxy.
3. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company’s Register of Members in respect of the joint holding (the first named being the most senior).
4. 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 resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting.
5. You can vote either:
a) Electronically via the Investor Centre app or web browser at https://uk.investorcentre.mpms.mufg.com/ and following the instructions.
b)
You may request a hard copy form of proxy directly from the registrars, MUFG Corporate Markets via email to shareholderenquiries@cm.mpms.mufg.com or by calling 0371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the
c) In the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out below.
In order for a proxy appointment to be valid a form of proxy must be completed. In each case
the form of proxy must be received by MUFG Corporate Markets at PXS 1,
6. If you return more than one proxy appointment, either by paper or electronic communication, the appointment received last by the Registrar before the latest time for the receipt of proxies will take precedence. You are advised to read the terms and conditions of use carefully. Electronic communication facilities are open to all Shareholders.
7. The return of a completed form of proxy, electronic filing or any CREST Proxy Instruction (as described in note 11 below) will in itself not prevent a Shareholder from attending the virtual Meeting and voting in person if he/she wishes to do so.
8. Shareholders can vote electronically via the Investor Centre, a free app for smartphone and tablet provided by MUFG Corporate Markets (the company’s registrar). It allows you to securely manage and monitor your shareholdings in real time, take part in online voting, keep your details up to date, access a range of information including payment history and much more. The app is available to download on both the
9. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Meeting (and any adjournment of the Meeting) by using the procedures described in the CREST Manual (available from www.euroclear.com. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a 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.
10. 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
11. CREST members and, where applicable, their CREST sponsors or voting service providers should note that
12. Any corporation which is a Shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a Shareholder provided that no more than one corporate representative exercises powers in relation to the same shares. So if your shares are held in Nominee you will need the Nominee to appoint you as a corporate representative and they will need to provide us a letter setting out the details of your appointment AND of your shareholding. If we do not have such a letter, or the Registrar has not been provided such a letter, or your letter is not complete then you will be denied access to the meeting.
13. As at
14. Under Section 527 of the Companies Act 2006, Shareholders meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company’s financial statements (including the Auditor’s Report and the conduct of the audit) that are to be laid before the 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 (in each case) that the Shareholders propose to raise at the relevant meeting. 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 auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Meeting for the relevant financial year includes any statement that the Company has been required under Section 527 of the Companies Act 2006 to publish on a website.
15. Any Shareholder have the right to attend the Meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the Meeting but no such answer need be given if: (a) to do so would interfere unduly with the preparation for the Meeting or 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. Should you have any questions regarding the business of the meeting, please email the Board or Manager on ir@mlcapman.com .
15. Copies of the Directors’ letters of appointment or service contracts are available for inspection on the Company’s website and during normal business hours at the registered office of the Company on any business day from the date of this Notice until the conclusion of the Meeting.
16. 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 AGM. 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.
The statements of the rights of members in relation to the appointment of proxies in note 2 above do not apply to a Nominated Person. The rights described in this note can only be exercised by registered members of the Company.
17. You may not use any electronic address (within the meaning of Section 333(4) of the Companies Act 2006) provided in either this Notice or any related documents (including the form of proxy) to communicate with the Company for any purposes other than those expressly stated.
18. A copy of this Notice, and other information required by Section 311A of the Companies Act 2006, can be found on the Company’s website at www.mlcapman.com/manchester-london- investment-trust-plc.
APPENDIX 1 – Biographies of the Directors
Principal External Appointments:
Director of
Non-Executive Chairman of
He has also held previous roles at Science in Sport Plc,
Bio
What we value: Experienced Chairman with deep understanding of how companies work, Accounting knowledge, Interest in International affairs and geo-politics. Dan has an interest in 192,303 (129,534 of which held by PCAs) shares in the company.
Principal External Appointments:
Previously CFO and interim CEO of Big Technologies PLC, a company listed on AIM and active in the provision of advanced technology for the electronic monitoring of individuals. Previously CFO of Volex PLC from 2015 to 2020. Spent the first 18 years of his career in investment banking and accountancy and was a Managing Director at both
Bio
What we value:
Principal External Appointments:
Director of
Director of
Director of
Bio
What we value:
Long service with deep knowledge of the last decade of the Company’s history, Legal knowledge, Extensive public company knowledge.
Sir
Sir
Bio
Specialised in investment trusts for thirty years, for the past sixteen as a partner on the Investment Funds team at
What we value
: Very useful understanding of the
The Directors are shareholders like you. They are hardworking and dedicated and we ask you for your support in their re-appointment.
APPENDIX 2 – Technical help for the Virtual AGM
1. Now: Email ir@mlcapman.com requesting a Microsoft Teams Meeting invite. Subject Line: Request to Join vAGM 2. Now: Please vote for the resolutions:
-- Electronically via the Investor Centre app or web browser
athttps://uk.investorcentre.mpms.mufg.com/ and following the
instructions;
-- You may request a hard copy form of proxy directly from the registrars,
MUFG Corporate Markets on Tel: 0371 664 0300. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside the
United Kingdom will be charged at the applicable international rate.
Lines are open between 09:00 – 17:30, Monday to Friday excluding public
holidays in England and Wales .
-- In the case of CREST members, by utilising the CREST electronic proxy
appointment service in accordance with the procedures set out below.
-- In order for a proxy appointment to be valid a form of proxy must be
completed. In each case the form of proxy must be received by MUFG
Corporate Markets at Central Square , 29 Wellington Street , Leeds LS1 4DL
by 12.00 noon on Monday, 3 November 2025
1. Now: Please email your questions to ir@mlcapman.com. Subject Line: Question for vAGM. 2. On the day: Please vote Go to the meeting invite and select Join Microsoft Teams Meeting.
-- That will open a web page, where you will see two choices: Download the
Windows app and Join on the web instead. If you join on the web, you can
use either Microsoft Edge or Google Chrome. Your browser may ask if it’s
okay for Teams to use your mic and camera. Be sure to allow it so you’ll
be seen and heard in your meeting.
-- Enter your name and choose your audio and video settings. If the meeting
room (or another device that’s connected to the meeting) is nearby,
choose Audio off to avoid disrupting. Select Phone audio if you want to
listen to the meeting on your mobile phone.
-- When you’re ready, hit Join now.
-- This will bring you into the meeting lobby. Teams then notifies the
Manager that you’re there, and then you can be admitted.
1. At the Virtual AGM: If you want to vote by Poll Card at the meeting (and
you have not voted by Proxy before OR you have voted by Proxy before but
wish to change your vote) then please now download (they will be posted on
the Team platform), complete, sign and submit by email to ir@mlcapman or
via the “Chat” function on Teams your completed poll cards at the Virtual
meeting
2. At the Virtual AGM: If you do have a specific question whilst the AGM is in
progress then use the “Raise Hand” function in the “Reactions” menu on the
Teams Meeting platform or by typing the question through the Chat function
on the Teams platform.
NATIONAL STORAGE MECHANISM
A copy of the Annual Report and Financial Statements including the Notice of Annual General Meeting will be submitted shortly to the National Storage Mechanism (“NSM”) and will be available for inspection at the NSM, which is situated at https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
LEI: 213800HMBZXULR2EEO10
ENDS
Neither the contents of the Company’s website nor the contents of any website accessible from hyperlinks on this announcement (or any other website) is incorporated into, or forms part of, this announcement.
