XLON:INV ESEF Annual Report
INVESTMENT COMPANY PLC(THE) (XLON:INV)
ESEF Annual Report
2025-09-30
For: 2025-06-30
View Original
Added on
September 19, 2026
The Investment
Company plc
01
The Investment
Company plc
Directors and Advisers 02
Strategic Report 03
Summary of Results 03
Investment Objective 04
Investment Policy 04
Chairman's Statement 05
Investment Manager's Report 06
Portfolio and Assets 08
Principal Risks and Risk Management 12
Section 172(i) Statement 14
Environmental, Social and Governance Report 16
Directors' Report 18
Corporate Governance Statement 26
Audit Committee Report 30
Directors' Remuneration Report 32
Statement of Directors' Responsibilities 36
Independent Auditor's Report to the Members 38
Consolidated Statement of Comprehensive Income 46
Consolidated Statement of Changes in Equity 47
Company Statement of Changes in Equity 48
Consolidated Statement of Financial Position 49
Company Statement of Financial Position 50
Consolidated and Company Cash Flow Statements 51
Notes to the Financial Statements 52
Shareholder Information 70
Notice of Annual General Meeting 71
02
The Investment
Company plc
02
The Investment
Company plc
DIRECTORS AND ADVISERS
Directors
I.R. Dighé (Chairman)
D.A. Horner
T.M. Metcalfe
M.H.W. Perrin
Secretary, Administrator and
Registered Office
ISCA Administration Services Limited
The Office Suite
Den House
Den Promenade
Teignmouth TQ14 8SY
Telephone: 01392 487056
Custodian
Fiske plc
100 Wood Street
London ED2V 7AN
Broker
Shore Capital Stockbrokers Limited
Cassini House
57 St. James's Street
London SW1A 1LD
Independent Auditor
PKF Littlejohn LLP
Statutory Auditor
15 Westferry Circus
Canary Wharf
London E14 4HD
Investment Manager
Chelverton Asset Management Limited
Ground Floor Office
Basildon House
7 Moorgate
London EC2R 6AF
Solicitor
Stephenson Harwood LLP
1 Finsbury Circus
London EC2M 7SH
Registrar
Neville Registrars
Neville House
Steelpark Road
Halesowen B62 8HD
Telephone: 0121 585 1131
Website: nevilleregistrars.co.uk
Identification Codes
ISIN: GB00BV4FKD05
SEDOL: BV4FKD0
Bloomberg: INV LN
LEI: 2138004PBWN5WM2XST62
Website: https://theinvestmentcompanyplc.co.uk
For general shareholder queries please contact:
0303
Summary of Results
At 30 June
2025
At 30 June
2024
(restated)
#
Change
%
Equity Shareholders' funds (£) 7,313,735 7,376,741 (0.85)
Number of ordinary shares in issue*
#
9,186,025 9,186,025 0.00
Net asset value ("NAV") per ordinary share
#
79.62p 80.30p (0.85)
Ordinary share price (mid)
#
63.50p 70.60p (10.06)
Discount to NAV 20.25% 12.08% (8.17)
Year to
30 June
2025
Year to
30 June
2024
Total (loss)/return per ordinary share** (0.78)p 49.50p
Dividends paid per ordinary share – –
* Excluding shares held in Treasury.
** The total return per ordinary share is based on total income after taxation as detailed in the Consolidated Statement of Comprehensive Income
and in Note 6.
#
On 10 March 2025, the Company announced a share split resulting in Shareholders receiving 5 new ordinary shares in exchange for each existing
ordinary share held at the record date of 12 March 2025. The comparatives against which the change during the year has been calculated have
therefore been restated to reflect this share split.
STRATEGIC REPORT
04
The Investment
Company plc
04
The Investment
Company plc
STRATEGIC REPORT continued
Investment Objective
over the long-term by investing in high-quality, quoted, UK small and mid-cap companies.
Investment Policy
The Company intends to fulfil its investment objective
through investing in cash-generative quoted UK small
and mid-cap companies that are expected to grow
faster than the UK stock market as a whole over the
long term and which can finance their own organic
growth. The Company will primarily invest in equity
securities of companies with shares admitted to listing
on the Main Market, the AQSE or to trading on AIM
with a market capitalisation of less than £250 million
at the time of investment. The Company may also
invest in companies with shares admitted to listing
on the Main Market, the AQSE or to trading on AIM
with a market capitalisation of £250 million or more
at the time of investment for liquidity purposes. The
Company will identify prospective companies through
a formal quantitative and qualitative screening process
which focuses on criteria such as the ability to convert
a high proportion of profit into cash, sustainable
margins, limited working capital intensity and a strong
management team. Companies that successfully pass
the screening process will form part of the Company's
'investable universe' of prospective companies.
The Company has not set any limits on sector weightings
within the portfolio but its exposures to sectors and
stocks will be reported to, and monitored by, the
Board in order to ensure that adequate diversification
is achieved. The Company will maintain a diversified
portfolio of a minimum of 60 holdings in UK small and
mid-cap companies.
The Company may also invest in cash, cash equivalents,
near cash instruments and money market instruments.
The Company will apply the following restrictions on its
investments:
• not more than 10% of the Company's gross assets at
the time of investment will be invested in the securities
of a single issuer;
• no investment will be made in companies that are not
listed or traded on the Main Market, the AQSE or AIM
at the time of investment, nor in any companies which
have not applied for their shares to be admitted to
listing or trading on these markets;
• no investment will be made in other listed or unlisted
closed-ended investment funds or in any open-ended
investment funds; and
• the Company will not invest directly in FTSE
100 companies (preference shares, loan stocks or
notes, convertible securities or fixed interest securities
or any similar securities convertible into shares), nor
will it invest in the securities of other investment trusts
or in unquoted companies. The Company may, on
some occasions, hold such investments as a result
of corporate actions by investee companies. If the
Company holds shares in a company which enters
the FTSE 100, it may not immediately divest of those
shares but will do so when it considers appropriate,
subject to market conditions.
The Company may hold assets acquired by the
Company prior to the adoption of its investment policy
on 26 June 2023 for which there is no market and
whose value the Company has written down to zero.
The Company shall dispose of such assets as soon as is
reasonably practicable.
No material change will be made to the investment
policy without the approval of Shareholders by ordinary
resolution.
0505
Chairman's Statement
The financial period was dominated by the aftermath of the UK election and
the headwinds that created for UK quoted small and mid-cap companies.
This was reflected in the overall performance for the year ending 30 June
2025 with the net asset value ("NAV") decreasing by 0.85% to 79.62p per
share and the share price decreasing by 10.06% to 63.5p per share. The
Company's performance over the year is set out in the Summary of Results
table on page 3.
A full explanation of the performance in the year is provided in
the comprehensive Investment Manager's Report on pages 6 and 7.
Your Board is satisfied with the performance in these challenging market
conditions and believes the Investment Manager's focus and approach will
deliver significant returns over the longer term.
Investment Management Agreement
Under the Investment Management Agreement with Chelverton Asset
Management ("CAM") there is an overall expenses cap of 2% of the
Company's NAV. Since CAM took on the role of Investment Manager they
have been subsidising the Company's expenses to bring them below the 2%
level. The Board is very grateful for the support of CAM, but is conscious
that this cannot continue on an indefinite basis. The Board is actively
working with CAM to grow the size of the Company as quickly as possible
with the goal to ensure that CAM no longer has to subsidise the expenses
of the Company and the Investment Managers' Agreement can be on a
normal commercial basis.
Outlook
Despite the many headwinds experienced in the UK over the period and the
impact this has had on the Company's performance we continue to believe
that investing in high quality, quoted, UK small and mid-cap companies
will deliver strong capital growth for Shareholders over the longer term.
Chelverton has a very credible track record from which to grow the size of
the Company and deliver these returns. As market conditions improve the
Board and the Investment Manager look forward to taking advantage of
the opportunity presented.
I would like to thank all Shareholders for their continued support and loyalty
to the Company.
I. R. Dighé
Chairman
12 September 2025
06
The Investment
Company plc
06
The Investment
Company plc
The twelve months to the end of June 2025 turned
out to be an underwhelming year for the UK small cap
market and in particular for the Company itself, which
underperformed the fairly lacklustre performance of
its Numis Smaller Companies plus AIM benchmark, as
the sector and the Company experienced a series of
headwinds as the year progressed.
As managers we came into the Company's new
financial year hopeful that we would be able to continue
the strong performance generated in the second half
of the previous year. Inflation in the UK was falling, and
a modicum of growth had returned to the economy by
the summer of 2024. We had a new government with
a substantial majority, heralding in a period of much
needed political stability and whilst left-wing it had
articulated a business friendly, pro-growth agenda in
the run up to the election.
However, the initial headwind came immediately
after the election, with the new government talking
the economy down and referencing the existence
of a £22 billion hole in public finances, which would
need to be covered by new tax rises, killing off any
new found business and consumer confidence. The
second issue, which was related to the need to raise
finances, was the lack of clarity on the Government's
plans for Inheritance Tax ("IHT") business relief on AIM
investments. Having iterated its intention to retain tax
incentives on Enterprise Investment Scheme ("EIS") and
AIM Venture Capital Trust ("VCT") investments, the lack
of comment regarding AIM IHT relief led investors to
believe that it might be cancelled with the worry that
IHT investors would sell down their AIM holdings into
an unreceptive market. These concerns led to a period
of severe underperformance by AIM stocks following
the election into the October budget announcement.
With around 55% of the Company's portfolio held in
AIM stocks this was very detrimental to the Company's
first half relative performance. The Budget itself halved
(rather than abolished) AIM IHT business relief, leading
to a rallly, although this was not enough to recover the
AIM market's underperformance.
The Budget itself further dampened business
confidence with the main tax raising measure being the
higher National Insurance rate on employees' salaries
that businesses will have to bear from April 2025,
which combined with the higher minimum wage, has
caused many businesses, particularly the SMEs, to scale
back their investment and employment plans.
Finally at the global level, whilst there's been some
positive news with Germany's planned fiscal relaxation,
the main event as we moved into the second half of
the Company's financial year has been the new US
administration's tariff agenda and its constant policy
changes. This has undermined business confidence
globally, particularly in the USA, with businesses pausing
investment decisions until a clearer picture of the
eventual tariff landscape emerges, whilst also cutting
back on discretionary spending, such as marketing, in
the slowing macro environment.
The Company's underperformance against it's
benchmark was partly down to its overweight position
in AIM stocks but more down to its sector exposure.
Banks performed well in the ongoing high interest
rate environment and real estate companies and
contractors rallied on the back of corporate activity.
None of these are sectors where the Company invests
because of their low margins, capital intensity, gearing
(banks and real estate) and contract risk (contractors).
Compounding this, several core sectors where the
Company does invest underperformed. Technology,
its largest sector exposure, whilst underpinned by sticky
recurring revenues from existing customers, found new
business wins harder to consummate as customers
deferred spending decisions in the uncertain economic
environment, slowing growth rates and causing their
shares de-rating. Celebrus Technology performed
extremely poorly, experiencing an extended sales cycle
from new customers alongside a change of accounting
to a more conservative SaaS model, which has seen sales
and profit recognition extended to the detriment of its
short-term profitability, albeit its cashflow is unaffected.
Technology stocks relying on transactional revenues
Investment Manager's Report
STRATEGIC REPORT continued
0707
also saw a slowdown in growth rates. Examples here
include GB Group, the online ID verification business,
dotDigital, the provider of marketing software, and
Accesso Technologies, the online ticketing provider,
where its theme park customers experienced lower
traffic alongside losing part of its business with a major
customer, which was taken in-house post acquisition.
Finally, Gamma Communications reported slower
trading with its UK SME customer base, as a result of
lower domestic economic activity, but maintained
profits on the back of progress in its German business
and cost cutting. The media sector was also weak
as companies cut their discretionary spend, impacting
information providers like GlobalData, YouGov and
Pulsar, consultants, such as Next 15, and advertising
dependent businesses, namely Future, LBG Group,
System1, Dianomi and Ebiquity.
Global industrials Vesuvius and Bodycote saw their
share price fall as the tariff regime impacted trading.
Both companies have facilities in the USA and could
ultimately be beneficiaries as more activity is re-shored,
but in the short term they are exposed to the general
reduction in industrial activity and capital investment.
Other industrials however fared better, with SDI, lab
equipment and scientific sensors, enjoying a strong
order book, with only a small part of its sales coming
from Federal research budgets (that have been cut
under the Trump administration). As managers we
identified Renold as being a deeply undervalued
business, which was improving markedly under new
management. Shortly after making an investment, it
was the subject of an agreed offer at an 86% premium
to the Company's in price.
Other material underperformers that didn't align
with any sector theme were RWS, which returned to
sales growth, but had problems delivering two large
translation contracts that required more automation.
Eagle Eye lost a material US contract at renewal,
which in the short-term pushed the company into a
loss position. The customer was the only customer won
through a partner, which has since acquired its own
retail loyalty software business. Finally Conduit Re, the
re-insurer, fell when it reported much higher losses than
anticipated from the Californian wildfires.
On the positive side On the Beach performed strongly,
benefitting from the ongoing pick-up in holiday travel
and its improved trading relationship with Ryanair,
which has boosted its profitability. SigmaRoc, the
European limestone business, performed well as it
successfully integrated a transformational acquisition
and is increasingly being seen as a potential beneficiary
of German fiscal stimulus, with assets across Germany
and Eastern Europe. Everplay, the video games
publisher, rallied as trading continued to recover under
its new management team.
Aside from these individual contributors the main
theme was bids, with another six companies agreeing
to takeover offers in the period, being Alliance Pharma,
Aquis Exchange, Eckoh, Learning Technologies, Renold
and Windward. Alpha Group International, which had
announced it was in bid talks, resulted in an agreed offer
after the Company's year end; the same applied for
Epwin. Whilst the Company underperformed in its last
financial year, as Managers we take some comfort from
the level of bid activity in its holdings, with Private Equity
and overseas trade buyers recognising the attractions
of the portfolio generated by our investment approach.
Looking forwards, clarity on trading relationships will
hopefully kick-start the currently subdued levels of
economic activity, whilst lower UK interest rates will
enhance the relative attractions of equities, providing
a much more favourable back-drop for the Company's
performance.
Chelverton Asset Management
12 September 2025
Security Holding
Fair Value
£
% of
net assets
Everplay Group 46,250 145,688 2.0
Restore 55,000 144,650 2.0
JTC 16,250 138,125 1.9
Hostelworld 100,000 135,000 1.8
Ashtead Technology 30,000 132,600 1.8
Alpha Group International 4,125 131,380 1.8
Gamma Communications 11,474 130,574 1.8
Eurocell 73,875 117,830 1.6
Spectra Systems 52,500 117,600 1.6
Microlise Group 112,500 115,875 1.6
Brooks Macdonald 6,750 115,088 1.6
Renold 142,500 114,285 1.6
dotdigital 150,000 112,799 1.5
Luceco 75,000 112,200 1.5
Zotefoams 34,250 109,943 1.5
Advanced Medical Solutions Group 50,000 108,251 1.5
Epwin Group 100,000 106,000 1.4
Man Group 62,500 105,626 1.4
Auction Technology Group 22,500 102,490 1.4
Bodycote 17,500 102,289 1.4
Global Data 69,286 102,197 1.4
The Pebble Group 200,000 102,000 1.4
Coats Group 125,000 99,376 1.4
On the Beach Group 32,500 95,875 1.3
Discoverie Group 14,500 94,540 1.3
Portfolio and Assets
At 30 June 2025
08
The Investment
Company plc
08
The Investment
Company plc
STRATEGIC REPORT continued
Security Holding
Fair Value
£
% of
net assets
Ebiquity 400,000 92,000 1.3
Big Technologies 97,500 91,455 1.3
Boku 42,500 89,250 1.2
GB Group 37,500 88,500 1.2
SDI Group 100,000 86,000 1.2
Sigmaroc 80,000 85,920 1.2
Trufin 95,000 82,650 1.1
Duke Capital Limited 275,280 82,584 1.1
Avingtrans 20,000 82,000 1.1
Clarkson 2,500 81,624 1.1
Alfa Financial Software Holdings 36,000 80,641 1.1
Celebrus Technologies 57,500 80,500 1.1
Tristel 20,000 80,000 1.1
Premier Foods 40,000 79,680 1.1
Gooch & Housego 12,500 79,250 1.1
YouGov 20,000 74,901 1.0
Personal Group 25,000 74,000 1.0
Wickes 32,500 72,961 1.0
Diaceutics 62,500 71,875 1.0
Future 9,790 71,222 1.0
LBG Media 66,000 67,980 0.9
Mercia Asset Management 218,265 67,662 0.9
Aptitude Software Group 20,000 66,800 0.9
Tracsis 15,000 66,000 0.9
Accesso Technology Group 12,500 65,250 0.9
Portfolio and Assets continued
At 30 June 2025
0909
Security Holding
Fair Value
£
% of
net assets
DFS Furniture 38,000 63,650 0.9
LSL Property Services 20,000 62,800 0.9
Warpaint London 14,285 61,425 0.8
Volution Group 10,000 59,099 0.8
1Spatial 125,000 58,750 0.8
AJ Bell 10,750 54,932 0.8
Norcros 20,000 54,800 0.7
Focusrite 32,500 53,625 0.7
System1 Group 12,500 51,250 0.7
Severfield 132,750 49,914 0.7
Concurrent Technologies 25,000 48,250 0.7
FDM Group (Holdings) 22,500 47,925 0.7
Oxford Metrics 95,614 47,807 0.7
Adriatic Metals 17,500 47,251 0.6
Inchcape 6,250 45,375 0.6
Optima Health 22,023 45,367 0.6
Pulsar 118,263 44,940 0.6
Macfarlane Group 37,500 44,250 0.6
Next 15 Group 17,500 42,089 0.6
Somero Enterprise Inc. 17,500 42,000 0.6
Bloomsbury Publishing 8,000 40,800 0.6
Vesuvius 10,000 39,220 0.5
PCI-PAL 75,893 37,947 0.5
RWS Holdings 40,000 35,440 0.5
Portfolio and Assets continued
At 30 June 2025
10
The Investment
Company plc
10
The Investment
Company plc
STRATEGIC REPORT continued
Security Holding
Fair Value
£
% of
net assets
Pinewood Technologies 7,900 35,194 0.5
Seeing Machines 1,250,000 34,750 0.5
Eagle Eye Solutions 15,000 30,000 0.4
Victorian Plumbing 37,500 29,325 0.4
Getbusy 50,000 24,500 0.3
Acuity RM 2,500,000 23,750 0.3
Brave Bison 750,000 22,500 0.3
Water Intelligence 5,996 20,386 0.3
Nexteq 31,001 20,151 0.3
Smarttech247 Group 250,000 20,000 0.3
Invinity Energy Systems 71,739 16,500 0.2
Dianomi 62,500 15,625 0.2
Narf Industries 2,500,000 12,500 0.2
Arecor Therapeutics 28,904 12,140 0.2
Quanex Building Supplies 750 10,345 0.1
Acuity RM warrants 1,357,143 – 0.0
PJSC Lukoil ADR (Rep 1 Ord RUB0.025) 9,500
– 0.0
Total equity investments
6,359,558 87.0
Cash 584,176 8.0
Other assets net of other liabilities
370,001 5.0
Total cash and other net current assets
954,177 13.0
Net assets
7,313,735 100.0
Portfolio and Assets continued
At 30 June 2025
1111
Principal Risks and Risk Management
Principal Risks and Uncertainties
The management of the business and the execution of the Company's strategy are subject to a number of risks.
A robust assessment of the principal risks to the Company and, together with its subsidiary, the "Group" has been
carried out, including those that would threaten its business model, future performance, solvency and liquidity.
The current economic environment, the introduction of tariffs by the US and the conflicts in Ukraine and the Middle
East, continue to have an effect on both global and domestic economies. These events are all being closely monitored
by the Board as is their potential impact on the Company.
The Group's principal risks are set out below. An explanation of how these have been mitigated or managed is also
provided, where appropriate. The key business risks affecting the Group are:
RISK MITIGATION
BUSINESS
RISK
The profitability, market positioning and
outlook for companies in which the Company
is invested may decline or fail to make
expected progress. This may be because of
internal factors at the investee company or
external factors such as competitive pressures,
economic downturns or political events.
The Company looks to invest in
businesses that can demonstrate
resilient characteristics and a shared
philosophy around long term creation
of value.
CONCENTRATION
RISK
The Company has too much exposure to one
stock or sector.
Investments in any one company shall
not exceed 10% of the Company's
gross assets at the time of acquisition.
The Company's largest holding at
year end was less than 2% of gross
assets.
MONETARY
RISK
The widespread implications of monetary
policies, which include inflationary pressures,
pose a risk to the real value of the Company's
assets.
The Company looks to own a
portfolio of assets that possess an
enduring real value whether from the
value of the underlying assets in an
investment, or in the investee's ability
to create an enduring profit stream.
OPERATIONAL
RISK
The Company is reliant on service providers
including, Chelverton Asset Management
("CAM"), ISCA Administration Services Limited
as Administrator and Company Secretary, and
Fiske plc as Custodian. Failure of the internal
control systems of these parties could result in
losses to the Company.
The Board formally reviews the
Company's service providers on an
annual basis.
There are other risks that are becoming more prominent but are not yet considered key risks.
12
The Investment
Company plc
12
The Investment
Company plc
STRATEGIC REPORT continued
Principal Risks and Risk Management continued
Global conflict
The conflicts in Ukraine and the Middle East continue to
have a significant impact, inter alia, on inflation, supply
chains and globalisation. Investee companies will vary
as to the impact on them and their ability to adapt.
Inflationary pressure
Inflation has reduced in the last 12 months and the Bank of
England has reduced interest rates on several occasions.
In addition, there are other risks that may materially
impact the Company, however, the likelihood thereof is
considered small.
Foreign currency risk
Under the previous investment policy the Company was
invested in stocks in overseas markets dominated in
foreign currencies thus increasing the foreign currency
risk. However, with the change in investment policy
in June 2023, the portfolio is now focused on UK stocks
with only one US denominated stock so the risk is now
immaterial.
Regulatory risk
The Company operates in an evolving regulatory
environment and faces a number of regulatory risks.
A breach of sections 1158/1159 of the Corporation Tax
Act 2010 would result in the Company being subject to
capital gains tax on portfolio investments. Breaches
of other regulations, including the Companies Act
2006, the United Kingdom Listing Authority ("UKLA")
Listing Rules, the UKLA Disclosure Guidance and
Transparency Rules, or the Alternative Investment
Fund Managers' Directive, could lead to a detrimental
outcome. Breaches of controls by service providers to
the Company could also lead to reputational damage or
loss. The Board monitors compliance with regulations,
with reports from the Administrator.
Discount volatility
The Company's shares may trade at a price which
represents a discount to its underlying NAV.
Market price risk
The Board monitors the prices of financial instruments
held by the Company on a regular basis. In addition,
it is the Board's policy to hold an appropriate spread
of investments in the portfolio in order to reduce risks
arising from investment decisions and investment
valuations. The Board actively monitors market prices
throughout the year and meets regularly in order to
review investment strategy. All of the equity investments
held by the Company are listed on a recognised Stock
Exchange.
Liquidity risk
The Company's assets mainly comprise readily
realisable quoted securities that can be sold to meet
funding commitments if necessary.
Credit risk
The failure of a counterparty to a transaction to
discharge its obligations under that transaction that
could result in the Company suffering a loss. Normal
delivery versus payment practice and a review of
counterparties and custodians by the Board mean that
this is not a significant risk.
Interest rate risk
This is not considered to be a direct risk to the Company
other than through its effect on investee companies.
1313
Section 172(i) Statement
Section 172(i) of the Companies Act 2006, requires
Directors to take into consideration the interests of
stakeholders in their decision making. The Directors
continue to have regard to the interests of, and
the impact of the firm's activities on, the various
stakeholders in the firm and to consider what is most
likely to promote the success of the Company for its
members in the long term.
The Board considers the following:
• the likely consequences of any decisions in the long-
term;
• the need to foster the Company's business
relationships with service suppliers;
• the impact of the Company's operations on
the community and environment;
• the desirability of the Company maintaining a
reputation for high standards of business conduct,
and
• the need to act fairly as between Shareholders of the
Company.
Whilst the importance of giving due consideration to our
stakeholders is not new, S172 requires that the Board
elaborates how it discharges its duties in this respect.
We have categorised our key stakeholders into two
groups. Where appropriate, each group is considered
to include both current and potential stakeholders:
• Shareholders.
• Investment Manager, Administrator and other
service providers.
Shareholders
Our Shareholders are of course the owners of the
Company and we need to act fairly as between
members of the Company.
In 2023 the Company proposed a number of changes
to Shareholders including a revised Investment Policy,
appointment of Chelverton Asset Management as
Investment Manager and a tender and issue of Shares.
These were approved by Shareholders at a General
Meeting on 23 June 2023.
During the year to 30 June 2025 the Board looked to
increase the size of the Company through the issue
of new shares to investors. Proposals were put to
Shareholders at the Annual General Meeting held on
31 October 2024 to authorise the issue of new shares
and Resolution 9 is being proposed to renew this
authority.
To further progress the expansion of the Company
the Board undertook a review of its Corporate Broker
with the objective of identifying a broker who was best
positioned in promoting the Company to new investors.
Following this review Shore Capital were appointed
as the Company's Corporate Broker, and the Board
continue to work with them to increase the size of the
Company.
Following the end of the contracted period to
provide registrar services to the Company the Board
undertook a review of possible providers of registrar
services. Neville Registrars had previously supported
the company as receiving agent for the tender offer
in 2023 and it was agreed they could better provide
registrar services to the Company going forward and
they were appointed in January 2025.
The changes of Broker and Registrar were made
having considered which service provider could provide
the best support to the Company and would be in the
Shareholders best interests.
14
The Investment
Company plc
14
The Investment
Company plc
STRATEGIC REPORT continued
Section 172(i) Statement continued
The Board noted the NAV and share price of the
Ordinary Shares and believed that the shares would be
more attractive to investors if they were sub divided.
Following Shareholders' approval the Ordinary Shares
were split, with Shareholders receiving five shares
for every one share previously held. The change
was effective from 13 March 2025 when the new
shares commenced trading.
Under the investment management agreement CAM
have agreed to support the Company in ensuring
ongoing costs are no more than 2% of net asset value.
The Directors are in regular contact with the Manager
regarding these arrangements.
We have a regular dialogue with our key Shareholders
– but all are welcome to be in communication. All
Shareholders are encouraged to attend our Annual
General Meeting.
Investment Manager
Chelverton Asset Management was appointed as
Investment Manager on 26 July 2023. Details of the
Investment Management Agreement are given in
Note 3 on page 58.
Administrator and other service providers
The Board seeks to maintain constructive liaison with its
service providers so as to optimise the way in which the
Company's needs are met.
ISCA Administration Services acted as Company
Secretary and Administrator during the year and
worked with the Directors to ensure the Company
continued to operate efficiently.
The Strategic Report has been approved by the Board
of Directors.
On behalf of the Board
I. R. Dighé
Chairman
12 September 2025
1515
Environmental, Social and
Governance ("ESG") Report
As signatories to the United Nations-supported
Principles of Responsible Investing ("PRI") and UK
Stewardship Code, the Investment Manager integrates
material ESG issues into their investment process and
stewardship. Whilst we do not pursue a sustainability
objective as part of the investment mandate the
Investment Manager considers company ESG
management an investment quality indicator, relevant
to the maintenance of competitive advantage. We
review ESG issues as part of our qualitative review of
any prospective holding. On initial investment decisions,
we rely on the support of our outsourced ESG partners,
Canbury Insights, where we have any material ESG
concerns, or if the company sits within a sector that is
subject to high ESG risk with reference to recognised
material ESG risk maps. We engage our outsourced
ESG partners throughout the life of the holding, both
as part of conviction building where we have concerns,
and ahead of company meetings where there might be
noted concerns. We supplement our understanding of
ESG risks with information provided by 3rd party ESG
data providers, which we use for contextual purposes
only. From an engagement perspective, our aim is to
support the development of more sustainable business
practice in the face of rising systemic risks, such as
climate change and resource depletion. Our aim is to
protect and enhance investment returns for our clients
over the long term in the face of these evolving ESG
risks. We seek to work collaboratively with committed
holdings to support the adoption of relevant ESG
management targets and improved ESG reporting.
We monitor company progress in relation to a range of
relevant issues, including the diversity of the leadership
team, the adoption of a credible carbon emissions
reduction strategy, adherence to an environmental
policy that includes biodiversity considerations where
this is most appropriate, and the responsible adoption
and use of new technologies.
16
The Investment
Company plc
STRATEGIC REPORT continued
17
The Directors present their report and audited financial
statements for the year ended 30 June 2025.
The Company
The Company is an investment company within the
meaning of Section 833 of the Companies Act 2006
and has been granted approval from HM Revenue
& Customs ("HMRC") as an investment trust under
sections 1158 and 1159 of the Corporation Tax Act
2010 and will continue to be treated as an investment
trust company, subject to continuing to meet the
conditions for approval. The Company has an ESCC
listing on the London Stock Exchange. The Company's
The Directors are of the opinion that the Company has
conducted its affairs for the year ended 30 June 2025
so as to be able to continue to qualify as an investment
trust.
The Company's status as an investment trust allows
it to obtain an exemption from paying taxes on the
profits made from the sale of its investments and all
other net capital gains.
As an investment company, managed and marketed
in the UK, the Company is an Alternative Investment
Fund ("AIF") under the provisions of the Alternative
Investment Fund Manager's Directive ("AIFMD").
The Company was registered by the FCA as a Small
Registered UK Alternative Investment Fund Manager
("AIFM") with effect from 29 March 2018.
The Company owns Abport Limited, an investment
dealing company, and previously owned New
Centurion Trust Limited ("NCT"), which was placed
into members' voluntary liquidation on 29 May 2024
(the "Subsidiaries"). On 16 June 2025, NCT made an in-
specie distribution to the Company and the preference
shares in the Company held by NCT were cancelled. The
Company and its remaining wholly owned Subsidiary
together comprise a group (the "Group").
Investment Policy
The Company's Investment Policy is set out on page 4.
Performance
Details of the Company's performance during the
financial year are provided in the Chairman's Statement
on page 5 and the Investment Manager's Report on
pages 6 and 7.
DIRECTORS' REPORT
Key Performance Indicators ("KPIs")
The Board reviews performance by reference to a number of KPIs and considers that the most relevant KPIs are
those that communicate the financial performance and strength of the Group as a whole. The Board monitors the
following KPIs:
NAV performance: The NAV per
ordinary share at 30 June 2025
was 79.62p per share (2024:
80.30p)
#
. The total return of the
NAV was (0.85)% (2024: 17.76%).
Discount of share price in relation
to NAV: Over the year to 30 June
2025, the Company's share price
moved from trading at a discount
of 12.08% to a discount of 20.25%.
Ongoing Charges Ratio: The
Ongoing Charges Ratio for
the year to 30 June 2025
amounted to 2.00% (2024:
2.00%).
#
On 10 March 2025, the Company announced a share split resulting in Shareholders receiving 5 new ordinary shares in exchange for each existing
ordinary share held at the record date of 12 March 2025. The comparatives against which the change during the year has been calculated have
therefore been restated to reflect this share split.
18
The Investment
Company plc
Going Concern
In accordance with the Financial Reporting Council's
guidance on going concern, the Directors have
undertaken a review of the Company's ability to
continue as a going concern.
The Directors believe that the Company is well placed
to manage its business risks and that the assets of
the Company consist mainly of securities which are
readily realisable. The Directors are of the opinion that
the Company has adequate resources to continue in
operational existence for the foreseeable future and
that it is therefore appropriate to adopt the going
concern basis in preparing the financial statements. In
arriving at this conclusion, the Directors have considered
the liquidity of the portfolio and reviewed cash flow
forecasts showing the ability of the Company to meet
obligations as they fall due for a period of at least 12
months from the date that these financial statements
were approved.
In addition, the Directors have regard to ongoing
investor interest in the sustainability of the Company's
business model and in the continuation of the Company,
specifically being interested in feedback from meetings
and conversations with Shareholders.
In addition to considering the principal risks on pages
12 and 13 and the financial position of the Company as
described above, the Board has also considered the
following further factors:
• the Investment Manager continues to adopt a long-
term view when making investments;
• regulation will not increase to a level that makes the
running of the Company uneconomical; and
• the performance of the Company will be satisfactory
and should performance be less than the Board deem
acceptable it has the powers to take appropriate
action.
Viability Statement
Over the Company's life it has experienced a number
of significant social and economic events impacting
world history. The level of inflation, interest rates and
the conflicts in Ukraine and the Middle East are the
latest events impacting not just this Company but
all commercial entities. The change in the investment
objective and policy and the decision as supported by
Shareholders during the previous year demonstrates
the viability of the Company as a vehicle for delivering
investment performance to Shareholders. The Board's
analysis is based on the performance and progress of the
Company and its investment portfolio, an assessment
of current and future risks, the appropriateness of
the investment strategy and review of the financial
position of the Company, and operating expenses
over the next two years. In addition, consultation with
key Shareholders as to their perspectives is a key
consideration.
The Directors also consider viability in the context
of the Company being a going concern and it being
appropriate that the accounts are prepared on such
a basis. This is elaborated in Note 1 to the financial
statements.
Future Prospects
The future of the Company is dependent upon the
success of the investment strategy. The outlook for the
Company is discussed in the Chairman's Statement on
page 5.
Board Diversity
When recruiting a new Director, the Board's policy is to
appoint individuals on merit matched against the skill
requirements identified by the Board.
The Board believes diversity is important in bringing an
appropriate range of skills, knowledge and experience
to the Board and gives this consideration when
19
recruiting new Directors. The Board is required to
disclose their compliance in relation to the targets on
board diversity, set out under UK Listing Rule 6.6.6R(10)
as set out in Listing Rule 6 Annex 1R, which are as follows:
1. at least 40% of the individuals on the Board of
Directors are women;
2. at least one of the senior positions on the Board of
Directors is held by a woman; and
3. at least one individual on the Board of Directors is
from a minority ethnic background.
The table below sets out the composition of the Board
at the year-end based on the prescribed criteria.
Gender
Identity
Number
of Board
members
Percentage
of the
Board
Number
of senior
positions on
the Board*
Men 4 100% 2
Women – 0% –
* Chairman and Senior Independent Director.
Ethnic
Background
Number
of Board
members
Percentage
of the
Board
Number
of senior
positions on
the Board
White British
or other White
(including minority
-white groups)
4 100% 2
Mixed/Multiple
Ethnic Groups
– – –
Asian/Asian
British
– – –
Black/African
– – –
Other ethnic group
including Arab
– – –
Not specified/
prefer not to say
– – –
The Board notes that it does not currently meet the
targets for women or ethnic diversity in the Board's
current composition. The Board do not currently
consider that changing the Board composition to meet
targets would be in the best interests of Shareholders.
When making appointments in the future the Board
will continue to operate an open-minded approach
to recruitment without restrictions against any
perceived group or individual. The Board will take into
consideration the diversity targets set by UK Listing
Rule 6 when making future appointments, however
due to the size of the Board meeting a target of 40% of
Directors being women with one being a senior Board
position, and one individual being from a minority ethnic
background may not be reached in the immediate
future.
The Company does not have any employees other
than Directors and, as a result, the Board does not
consider it necessary to establish means for employee
engagement with the Board as required by the latest
version of the UK Corporate Governance Code.
Environmental, Human Rights, Employee, Social
and Community Issues
The Board consists entirely of Non-Executive Directors
and during the year the Company had no employees.
The Company has no direct impact on the community
or the environment, and as such has no environmental,
human rights, social or community policies. In carrying
out its investment activities and in relationships
with suppliers, the Company aims to conduct itself
responsibly, ethically and fairly.
Environmental, Social and Governance ("ESG") factors
are considered as part of the commercial evaluation of
investee companies.
The Investment Manager's ESG process is shown on
page 16.
20
The Investment
Company plc
DIRECTORS' REPORT continued
Greenhouse Gas Emissions
As an investment company with its activities outsourced
to third parties or managed by the Non-Executive
Directors, the Company's own direct environmental
impact is minimal. The Company has no greenhouse gas
emissions to report from its operations, nor does it have
responsibility for any other emissions producing sources
under the Companies Act 2006 (Strategic Report and
Directors' Reports) Regulations 2013. Furthermore, the
Company and Group considers itself to be a low energy
user under the Streamlined Energy & Carbon Reporting
regulations and therefore is not required to disclose
energy and carbon information.
Modern Slavery Act
As an investment vehicle that does not provide goods
or services in the normal course of business, nor does
it have, apart from the Directors, any employees, the
Directors consider that the Company is not required to
make a slavery or human trafficking statement under
the Modern Slavery Act 2015.
Criminal Finances Act 2017 and Bribery Act 2010
The Company has zero tolerance towards the criminal
facilitation of tax evasion and a policy of zero tolerance in
relation to bribery and corruption both in its own actions
and those of its third party advisors and service providers.
Directors
Ian Dighé (Chairman) was appointed to the Board on
6 July 2018. He has significant listed company experience,
particularly in the investment banking, corporate broking,
asset management and closed end funds sectors. He was
a co-founder of Bridgewell Group plc and was Chairman
of Miton Group plc from February 2011, overseeing the
successful refinancing and subsequent growth of the
group. He retired from the Miton board in December
2017. He is Chairman of Seneca Growth Capital VCT plc
and Pennant International Group plc, an Independent
non-executive director of Edelweiss Holdings plc, and a
director of a number of private companies, and charities.
Tim Metcalfe was appointed to the Board on 6 July
2018. He is an experienced corporate adviser, having
spent over 30 years in a variety of City roles including
with Robert Fleming & Co., N M Rothschild, Westhouse
Securities, and Northland Capital Partners. He was Joint
CEO of Zeus Capital, prior to being the co-founder,
in 2015, of IFC Advisory, an investor relations and
financial PR adviser to small and mid-cap companies.
He is also non-executive chairman of Equipmake
Holdings plc, a non-executive director of Spiritus
Mundi plc and chairman of Nichols Cars Limited.
Martin Perrin (Audit Committee Chairman) was
appointed to the Board in June 2013. He is a non-
executive director of Fiske plc. He is a Chartered
Accountant and Chartered Fellow of the Securities
Institute and has wide international experience of
operations and finance in both regulated financial
services firms and in technology companies in industry.
David Horner was appointed to the Board on 26 July
2023. He qualified as a chartered accountant and has
considerable experience of analysing and working
with smaller companies. In 2013 he resigned his
membership of The Institute of Chartered Accountants
in England and Wales, as his career is now fully involved
in fund management. He founded Chelverton Asset
Management Limited, Macaulay Capital plc and is
chairman and major shareholder of CEPS plc.
Details of the interests of the Directors in the share
capital of the Company are set out in the Directors'
Remuneration Report on page 34.
In accordance with the policy adopted by the Board,
all Directors will stand for election at the forthcoming
AGM. Further details of the independence of the
Board and Board tenure is provided in the Corporate
Governance Statement.
21
The Board has considered the position of the Directors
as part of the evaluation process and believes that it
would be in the Company's best interests for each of
them to be proposed for re-election at the forthcoming
AGM, given their material level of contribution
and commitment to the role.
As a non-executive director of Fiske plc, Mr Perrin
is deemed to be interested in the Company's past
management agreement and current custody
agreement. Mr Horner, by virtue of being managing
director of Chelverton Asset Management, the
Company's Investment Manager from 26 July 2023, is
deemed to be interested in the Investment Management
Agreement. There were no other contracts subsisting
during the year under review or up to the date of this
report in which a Director of the Company is or was
materially interested and which is or was significant in
relation to the Company's business.
Directors' and Officers' Liability Insurance
Directors' and Officers' liability insurance cover was in
place throughout the financial year and as at the date
of this report. The Company's Articles of Association
provide, subject to the provisions of UK legislation, that
the Directors may be indemnified out of the assets of
the Company in respect of liabilities they may sustain or
incur in connection with their appointment.
Conflicts of Interest
The Companies Act 2006 provides that a director
must avoid a situation where they could have, a direct
or indirect interest that conflicts, or could perceivably
conflict with the Company's interests. The Company's
Articles of Association permit the Board to consider
and, if appropriate, to authorise situations where a
Director has an interest that conflicts, or might possibly
conflict, with the Company. The Board has a formal
system in place at each Board Meeting for the Directors
to declare situations for authorisation by those
Directors not involved in the situation. Any situations
considered and any authorisations subsequently
given are appropriately recorded. Any Director who
is considered conflicted might be asked to leave the
meeting or remain but not participate in the discussion
and abstain from voting or influencing a decision or
course of action. All Directors acknowledge that any
decision they take as a Directors of the Company must
be taken to promote the success of the Company.
The Board believes that the system it has in place for
reporting, considering and recording situations where a
Director has an interest that conflicts, or might possibly
conflict, with the Company, such as Mr Perrin's and
Mr Horner's appointments as discussed on page 26,
operated effectively during the year under review.
Capital Structure
On 10 March 2025, the Company announced a share
split resulting in Shareholders receiving 5 new ordinary
shares in exchange for each existing ordinary share
held at the record date of 12 March 2025.
As at 30 June 2025, the Company's issued share capital
consisted of 27,924,390 ordinary shares of 10p each
of which 18,738,365 are held in Treasury. The total of
shares in circulation is 9,186,025.
The above figure of 9,186,025 may be used by
Shareholders as the denominator for the calculations
by which they will determine if they are required to
notify their interest, or a change to their interest in, the
Company under the FCA's Disclosure Guidance and
Transparency Rules.
During the year the Company's share capital included
1,717,565 fixed rate preference shares of 50p in issue,
all of which were held by New Centurion Trust Limited
("NCT") a wholly owned subsidiary of the Company. As
part of the liquidation process of NCT, on 16 June 2025
22
The Investment
Company plc
DIRECTORS' REPORT continued
the preference shares were cancelled and an in-specie
distribution was received from NCT.
At any general meeting of the Company, holders of
ordinary shares are entitled to one vote on a show of
hands and on a poll, to one vote for every share held.
During the year under review the Company did not
repurchase any ordinary shares in the market, issue any
ordinary shares or sell ordinary shares from treasury.
The Company held 18,738,365 shares in treasury as at
30 June 2025.
Substantial Shareholdings
As at 30 June 2025, the Company had been notified of
the following notifiable interests in its voting rights:
Number of
ordinary
shares
% of
voting
rights
Mr J. Baker 1,435,210 15.62
Chelverton Asset
Management
450,000 4.90
Controlling Party
The Director's consider that there is no controlling
party.
Change of Control
The Directors are not aware of any agreements
between Shareholders that may result in restrictions on
the transfer of securities or voting rights. The Directors
are not aware of any other restrictions on the transfer
of shares in the Company other than certain restrictions
that may from time to time be imposed by laws and
regulations. There are no agreements to which the
Company is party that might affect its control following
a successful takeover bid.
Requirements of the FCA Listing Rules
FCA Listing Rule 6.6.1 requires the Company to
include certain information in a single identifiable
section of the Annual Report or a cross-reference
table indicating where the information is set out. The
Directors confirm that the only disclosures required
in relation to FCA Listing Rule 6.6.1, is that as a non-
executive director of Fiske, Mr Perrin is deemed to have
an interest in the Company's Custody Agreement and
Mr Horner, as managing director of Chelverton Asset
Management, is deemed to have an interest in the
Investment Management Agreement. There were no
other contracts subsisting during the year to which the
Company was a party and in which a Director of the
Company is or was materially interested; or between
the Company and a controlling Shareholder.
Articles of Association
Under section 21 of the Companies Act 2006 the
Company's Articles of Association can only be
amended by special resolution at a general meeting
of the Shareholders. The Articles of Association were
amended at the General Meeting on 26 June 2023 and
became effective on 26 July 2023.
Annual General Meeting
The Company's AGM will be held at the offices of
Chelverton Asset Management Limited, Ground Floor
Office, Basildon House, 7 Moorgate, London EC2R 6AF
on Tuesday 14 October 2025 at 2.30pm. The Notice of
Meeting is set out on pages 71 to 76.
Shareholders are encouraged to submit their proxy
votes ahead of the meeting to ensure that their votes
count towards deciding each resolution. Appointing
the Chair of the meeting rather than a named person
will ensure that the vote will count. The business of this
year's AGM consists of 12 resolutions.
23
Ordinary Business
Resolutions 1 to 8 are the normal resolutions concerning
the approval of the Report and Financial Statements,
the re-election of Directors and reappointment of
Auditors and are self explanatory.
Authority to allot shares and to allot and sell shares
on a non-pre-emptive basis
Resolutions 9 and 10: seek authority to issue shares and
to disapply pre-emption rights
The Board wishes to have the authority to issue ordinary
shares from time to time and may only allot shares for
cash if authorised to do so by Shareholders in a General
Meeting.
Accordingly, an ordinary resolution to authorise the
Directors to allot ordinary shares up to an aggregate
nominal amount of £500,000 equal to 54.4% of the
Company's issued ordinary share capital, excluding
shares held in Treasury, at the date of this Notice, will
be proposed as Resolution 9.
In addition, Resolution 10 is being proposed as a special
resolution to authorise the Directors to disapply the
pre-emption rights of existing Shareholders in relation
to the issue of ordinary shares under Resolution 9 and
to sell ordinary shares from Treasury up to a maximum
nominal amount of £500,000 equal to 54.4% of the
Company's issued share capital, excluding shares held
in Treasury, as at the date of the Notice of AGM.
The Directors intend to issue ordinary shares, subject
to any applicable regulatory requirements, when it is
in the best interests of Shareholders to do so at a price
at or above the prevailing Net Asset Value per ordinary
share.
These authorities, if approved, will expire at the Annual
General Meeting of the Company to be held in 2026.
At the AGM held on 31 October 2024, Shareholders
approved resolutions to give authority to issue shares up
to £2.5 million in nominal value. This authority expires at
the AGM in 2026 and therefore remains in place.
Purchase of Own Shares
Resolution 11: Authority to purchase shares
Resolution 11, a special resolution, will renew the
Company's authority to make market purchases of up
to 14.99% of its issued ordinary shares, excluding shares
held in Treasury, either for cancellation or placing
into treasury at the determination of the Directors.
Purchases of ordinary shares will be made within
guidelines established from time to time by the Board.
Any purchase of ordinary shares would be made only
out of the available cash resources of the Company.
The Directors would use this authority to address any
significant imbalance between the supply and demand
for the Company's ordinary shares and to manage the
discount to NAV at which the ordinary shares trade.
Ordinary shares will be repurchased only at prices
below the NAV per ordinary share, which should have
the effect of increasing the NAV per ordinary share for
remaining Shareholders. This authority will expire at the
AGM to be held in 2026 when a resolution to renew the
authority will be proposed.
Special Business
The Board are proposing one item of Special Business
that are not generally, items recurring at every AGM.
24
The Investment
Company plc
DIRECTORS' REPORT continued
Notice Period for General Meetings
Resolution 12: Authority for a 14 day notice period
Resolution 12, a special resolution, will give the Directors
the ability to convene General Meetings, other than
Annual General Meetings, on a minimum of 14 clear
days' notice. The minimum notice period for Annual
General Meetings will remain at 21 clear days. The
approval will be effective until the Company's AGM to
be held in 2026, at which it is intended renewal will be
sought. The Directors will only call a General Meeting
on 14 days' notice where they consider it to be in the
interests of Shareholders to do so and the relevant
matter is required to be dealt with expediently.
Continuation
The Company's Articles provide that an ordinary
resolution be put to Shareholders at the Annual General
Meeting, proposing that the Company continues in
existence as a closed-ended investment company, every
5 years. At the General Meeting held on 26 June 2023,
Shareholders approved the amendment of the Articles
of Association in respect to the continuation vote, the
next such vote will be at the Annual General Meeting in
2028 and every fifth general meeting thereafter.
Recommendation
The Directors consider that all the resolutions to
be proposed at the AGM are likely to promote the
success of the Company and are in the best interests
of the Company and its Shareholders as a whole. The
Directors unanimously recommend that Shareholders
vote in favour of each resolution, as they intend to do in
respect of their own beneficial holdings.
Post balance sheet events
There are no post balance sheet events to report.
Reappointment of Auditors
PKF Littlejohn LLP, the independent external Auditor of
the Company, were appointed in 2018. Resolutions to
reappoint PKF Littlejohn LLP as the Company's Auditor,
and to authorise the Audit Committee to determine
their remuneration will be proposed at the forthcoming
AGM.
Auditor Information
In accordance with the requirement and definitions
under section 418 of the Companies Act 2006, each
of the Directors at the date of approval of this report
confirms that:
• so far as they are each aware, there is no relevant
audit information of which the Company's Auditor is
unaware; and
• each Director has taken all the steps that he ought to
have taken as a Director to make himself aware of
any relevant audit information and to establish that
the Company's Auditor is aware of that information.
The Directors' Report was approved by the Board on
12 September 2025.
On behalf of the Board
I. R. Dighé
Chairman
12 September 2025
25
Corporate Governance Statement
The Corporate Governance Statement forms part of the Directors' Report.
26
The Investment
Company plc
Statement of Compliance
The Directors have adopted the Association of
Investment Companies ("AIC") Code published
in February 2019 for the financial year ended 30 June
2025. The AIC Code addresses the principles and
provisions set out in the UK Corporate Governance
Code ("the UK Code") published on 16 July 2019 as well as
setting out additional principles and recommendations
on issues that are of specific relevance to the Company.
The Board considers that reporting against the
principles and recommendations of the AIC Code,
and by reference to the AIC Guide as outlined above,
will provide the most appropriate information to
Shareholders.
The AIC Code was endorsed in February 2019 by the
Financial Reporting Council ("FRC") which has confirmed
that in complying with the AIC Code, the Company will
meet its obligations in relation to the UK Code. The AIC
Code is available online at: www.theaic.co.uk. A copy of
the UK Code can be found at: www.frc.org.uk.
The AIC published an updated Corporate Governance
Code in 2024 which will be applicable to the Company
for the year starting 1 July 2025.
This statement has been compiled in accordance with
the FCA's Disclosure and Transparency Rule ("DTR") 7.2
on Corporate Governance Statements.
The Board considers that the Company has complied
fully with the AIC Code and the relevant provisions
of the UK Code, except as set out below. The Board
has further considered the principles of the UK Code
and believes that the Company has complied with the
provisions thereof for the year under review, except as
outlined below.
The Company does not employ a chief executive, nor
any executive Directors. The systems and procedures
of the Administrator and other service providers, and
the annual statutory audit as well as the size of the
Company's operations, gives the Board confidence
that an internal audit function is not appropriate. The
Company is therefore not reporting further in respect
of these areas.
The Board of Directors
Throughout the year the Board consisted of four
Non-Executive Directors.
Mr Perrin, who is a non-executive director of Fiske plc,
is considered to be independent by the Board. Fiske plc
were until 4 November 2020 the investment manager
and remain as the Company's custodian. David Horner
is not considered to be independent by the Board due
to him being the managing director of the Company's
Investment Manager, appointed on that date.
The Board is responsible for all matters of direction
and control of the Company and Group, including its
investment policy, strategy and delivery. The Directors
review at regular meetings the Company's investments
and all other important issues to ensure that control is
maintained over the Company and Group's affairs.
The Chairman, Mr I. R. Dighé, is considered to be
independent and has no conflicting relationships. He
considers himself to have sufficient time to commit to
the Company's affairs.
The AIC Code recommends that the Board should
appoint one of its independent non-executive directors
to be the senior independent director. Mr Metcalfe is
considered to be independent and has been appointed
as the Company's Senior Independent Director.
DIRECTORS' REPORT continued
27
The Board has formalised the arrangements under
which Directors, in the furtherance of their duties, may
take independent professional advice.
The Directors each have a service contract, copies of
which are available on request from the Secretary. Mr
Perrin is approaching his thirteenth year as Chairman
of the Audit Committee, his independence is reviewed
on an annual basis and the Board is committed to
reviewing his continuing appointment at an appropriate
time.
The appointment of a new Director would be on the
basis of a candidate's merits and the skills/experience
identified by the Board as being desirable to complement
those of the existing Directors. The Company's diversity
policy, is set out on pages 19 and 20, but diversity is just
one of the factors that would be taken into account
when making a new appointment.
Board Operation
The Directors meet at regular Board meetings usually once a quarter, with additional meetings arranged as
necessary. Further discussions were held by the Directors throughout the year. During the year ended 30 June 2025,
the number of formal Board and Committee meetings attended by each Director who served during the year was
as follows:
Board
Meetings
Audit Committee
Meetings
Number
entitled to
attend
Number
attended
Number
entitled to
attend
Number
attended
Ian Dighé 5 5 2 2
David Horner 5 5 n/a n/a
Tim Metcalfe 5 4 2 1
Martin Perrin 5 5 2 2
Performance Evaluation
An annual evaluation for the year ended 30 June 2025
has been carried out. This took the form of a formal
questionnaire by the Directors as to the effectiveness
of the Board, the chairmanship and its Committees and
how the Company can better serve Shareholders.
There were no significant actions arising from
the evaluation process and it was agreed that the
current composition of the Board and its Committees
was appropriate and that the Board and its Committees
were functioning effectively.
Tenure
In terms of overall length of tenure, the AIC Code
does not make specific restrictions on tenure for
Directors. Some market commentators have expressed
opinions that considerable length of service (which
has generally been defined as a limit of 9 years) may
lead to the compromise of a Director's independence.
The Board does not believe that a Director should
be appointed for a finite period. The AIC Code does
recommend that it should have a policy on tenure of
its Chairman. The Board has noted that there is no
requirement under the AIC Code for its Chairman to
stand down after nine years however, it has adopted a
nine-year maximum tenure policy for its Chairman.
28
The Investment
Company plc
Re-election of Directors
All Directors shall seek annual re-election by the
Shareholders at the Company's Annual General
Meeting ("AGM").
The Chairman and the Senior Independent Director
have undertaken a review and assessment of the
effectiveness of the structure in delivering the
Investment Policy and meeting the Board's obligations
to Shareholders. This review undertaken through
meetings and discussion with each individual Director
has concluded that each Director, and the Board and its
Committees, are working well and no weaknesses have
been identified requiring a revision to the Board. The
Board has considered the re-election of each individual
Director and recommends their re-election on the basis
of their skills, knowledge and continued contribution.
Board Responsibilities
The Board is responsible for the determination and
implementation of the Company's investment policy and
strategy and has overall responsibility for the Company's
activities. The Board's main roles are to create value for
Shareholders, to provide leadership to the Company
and to approve the Company's strategic objectives.
The Board has adopted a schedule of matters reserved
for its decision and specific responsibilities that includes:
reviewing the Company's investments, asset allocation,
gearing policy, cash management, investment outlook
and revenue forecasts.
The Company's day-to-day administrative functions
have been subcontracted to a number of service
providers, each engaged under separate legal
agreements.
At each Board meeting the Directors follow a formal
agenda, which is circulated in advance by the Company
Secretary. The Company Secretary and Administrator
regularly provide financial information, together with
briefing notes and papers in relation to changes in
the Company's economic and financial environment,
statutory and regulatory changes and corporate
governance best practice.
Committees of the Board
The Company has appointed an Audit Committee to
monitor specific operations, further details are provided
in the Audit Committee Report on pages 30 and 31. Given
the size of the Board, it is not felt appropriate to have
a separate Management Engagement, Nomination or
Remuneration Committee. The functions that would
be normally carried out by these Committees are dealt
with by the full Board.
When the Board undertakes any function as a
Management Engagement Committee, Mr Horner
abstains from the meeting and any decisions reached
relating to Chelverton Asset Management Limited, and
likewise Mr Perrin relating to Fiske plc.
During the year, the Audit Committee was comprised
of all of the Directors of the Company, excluding Mr
Horner, and was chaired by Mr Perrin. Given the size of
the Board, it was deemed proportionate and practical
for all the other Directors to sit on the Audit Committee.
Mr Perrin FCA, is a chartered accountant with a wide
experience of operations and finance in industry. The
Board is satisfied that Mr Perrin has recent and relevant
financial experience in the sector in which the Company
operates to guide the Committee in its deliberations.
Internal Control Review
The Directors are responsible for the Group's risk
management and systems of internal control, for the
reliability of the financial reporting process and for
reviewing their effectiveness.
Throughout the year under review and up to the date of
this Annual Report, there has been an ongoing process
for identifying, evaluating and managing the principal
risks faced by the Group, which accords with guidance
supplied by the FRC on risk management, internal
control and related financial and business reporting.
This is reviewed on a regular basis by the Board. The
internal control systems are designed to ensure that
proper accounting records are maintained, that the
financial information on which business decisions are
made and which are issued for publication is reliable
DIRECTORS' REPORT continued
29
and that the assets of the Group are safeguarded.
The risk management process and Group systems of
internal control are designed to manage rather than
eliminate the risk of failure to achieve the Group's
objectives. It should be recognised that such systems
can only provide reasonable, not absolute, assurance
against material misstatement or loss.
The Directors have carried out a robust review of the
effectiveness of the systems of internal control as they
have operated during the year and up to the date of
approval of the Annual Report and Financial Statements.
The internal control systems in place are considered to
be effective as there were no matters arising from
this review that required further investigation and no
significant failings or weaknesses were identified.
Risk assessment and a review of internal controls is
undertaken regularly in the context of the Company's
overall investment objective. The Board, through the
Audit Committee, has identified risk management
controls in four key areas: corporate strategy; published
information and compliance with laws and regulations;
relationships with service providers; and investment
and business activities. In arriving at its judgement, the
Board has considered the Company's operations in light
of the following factors:
• the nature and extent of risks which it regards as
acceptable for the Company to bear within its overall
business objective;
• the threat of such risks becoming reality;
• the Company's ability to reduce the incidence and
impact of risk on its performance; and
• the cost to the Company and benefits related to the
Company and third parties operating the relevant
controls.
Most functions for the day-to-day management of the
Company are sub-contracted to third party service
providers, and the Directors therefore obtain regular
assurances and information from these suppliers
regarding their internal systems and controls.
Internal Audit
As the Company's investment management,
administration and custodial activities are carried out
by third party service providers the Board does not
consider it necessary to have an internal audit function.
The Board reviews financial information produced by
the Administrator on a regular basis.
Relations with Shareholders
Communication with Shareholders is given a high priority
by the Board. All Shareholders are encouraged to vote
at the AGM. Shareholders that wish to communicate
directly with the Board or to lodge a question in advance
of the AGM should contact the Company Secretary at
the address on page 2 or contact the Board via email to
The Annual and Half-Yearly Reports of the Group
are prepared by the Board to present a full, fair,
balanced and understandable review of the Group's
performance, business model and strategy. Copies
of these are released to the London Stock Exchange.
The Annual Report is dispatched to Shareholders by
mail and is also available from the Secretary or at
https://theinvestmentcompanyplc.co.uk.
The Board maintains regular dialogue with
representatives of the Company's largest Shareholders
throughout the year. The Board is mindful of feedback
received from Shareholders.
Disclosure Guidance and Transparency Rules ("DGTR")
Other information required to be disclosed pursuant
to the DGTR has been placed in the Directors' Report
because it is information which refers to events that
have taken place during the course of the year.
On behalf of the Board
I. R. Dighé
Chairman
12 September 2025
30
Role of the Audit Committee
The primary responsibilities of the Audit Committee
(the "Committee") are:
• to monitor the integrity of the Financial Statements of
the Group, and review the financial reporting process
and the accounting policies of the Group;
• to present a fair balance and understandable
assessment of the Group's Annual Report and
Financial Statements;
• to keep under review the effectiveness of the Group's
internal control environment and risk management
systems;
• to review annually the need for the Group to have its
own internal audit function;
• to make recommendations to the Board in relation
to the re-appointment or removal of the external
Auditor and to approve its remuneration and terms
of engagement;
• to review the effectiveness of the audit process;
• to develop and implement a policy on the supply of
non-audit services by the Auditor; and
• to review and monitor the Auditor's independence
and objectivity.
Matters considered in the year
The Committee met twice during the financial year to
consider the Financial Statements and to review the
internal control systems.
The Audit Committee has:
• reviewed the need for the Group to have its own
internal audit function;
• reviewed the internal controls and risk management
systems of the Company and those of its third party
service providers:
– during the year the Chairman of the Audit
Committee visited the offices of the Administrator,
ISCA, and reviewed the controls operated on the
Company's accounting records;
• reviewed and, where appropriate, updated the
Company's risk register;
• agreed the audit plan with the Auditor, including the
principal areas of focus;
• received and discussed with the Auditor its report on
the results of the audit; and
• reviewed the Group's Financial Statements.
The principal issues identified by the Committee
were the valuation and ownership of the investment
portfolio and revenue recognition. The Board relies
on the Administrator to use correct listed prices and
seeks comfort in the testing of this process through the
internal control statements. This was discussed with the
Administrator and Auditor at the conclusion of the audit
of the Financial Statements.
The Committee assesses annually whether it is
appropriate to prepare the Group's Financial
Statements on a going concern basis. The Board's
conclusions are set out in Note 1 of the Financial
Statements.
The Committee considers the internal control system
of the Company and its third party service providers.
There were no significant matters of concern identified
in the Committee's review of the internal controls of the
Company and its third party service providers.
The Investment
Company plc
AUDIT COMMITTEE REPORT
31
Following consideration of the above, and its detailed
review, the Committee was of the opinion that the
Annual Report and Financial Statements, taken as a
whole, are fair, balanced and understandable and
provide the information necessary to assess the Group's
position and performance, business model and strategy
and advised the Board accordingly.
Auditor
The Audit Committee will, in accordance with the terms
of reference of the Committee, continue to consider
the need to put the audit out to tender, the Auditor's
performance, its fees and independence, along with
matters raised during each audit.
Audit Fees
An audit fee of £52,500 + VAT has been agreed in
respect of the audit for the year ended 30 June 2025. Of
this amount, £48,111 relates to the Audit of the Company
and £4,389 in respect of the subsidiary company.
Audit services
The Committee reviews the need for non-audit services
and authorises such on a case by case basis, having
consideration to the cost-effectiveness of the services
and the independence and objectivity of the Auditor.
No non-audit services were provided to the Group in
the year under review.
Appointment of the Auditor
The Committee conducted a review of PKF Littlejohn
LLP's independence and audit process effectiveness as
part of its review of the financial reporting for the year
ended 30 June 2025. In considering the effectiveness,
the Committee reviewed the audit plan in July 2025,
discussing the materiality level and identification of
key financial reporting risks. The Committee also
considered the execution of the audit against the plan,
as well as the Auditor's reporting to the Committee in
respect of the Financial Statements. Based on this,
the Committee were satisfied that the quality of the
external audit process had been good with appropriate
focus and challenge on the key audit risks.
The Committee advises the Board on the appointment
of the external auditor and determines the Auditor's
remuneration. It keeps under review the cost
effectiveness and also the independence and objectivity
of the external auditor. The Committee was satisfied
that the objectivity and independence of the auditor
was not impaired during the year.
This is the seventh year in which PKF Littlejohn LLP has
conducted the audit. As a Public Interest Entity listed
on the London Stock Exchange the Company is subject
to mandatory auditor rotation requirements. The
Company will be required to put the external audit out to
tender at least every ten years and change the Auditor
at least every twenty years. Under the legislation the
Company will be required to put the audit out to tender,
at the latest, following the 2028 year end. The auditor is
required to rotate partners every five years.
The previous audit partner for the Company, Ian
Cowan, retired during the year after six years in this
role. The current audit partner, Timothy Herbert, is in
his first year in this role.
M. H. W. Perrin (FCA)
Chairman, Audit Committee
12 September 2025
DIRECTORS' REMUNERATION REPORT
The Board has prepared this report in accordance with the requirements of the Large and Medium Sized Companies
and Groups (Accounts and Reports) (Amendment) Regulations 2013. An ordinary resolution for the approval of the
Remuneration Report will be put to Shareholders at the forthcoming AGM. The law requires the Company's Auditor
to audit certain disclosures provided. Where disclosures have been audited, they are indicated as such. The Auditor's
opinion is included in the Independent Auditor's Report on pages 38 to 45.
Annual Statement from the Chairman
The Directors' Remuneration Report for the year ended
30 June 2025 is set out below.
Given the size of the Board, it is not considered
appropriate for the Company to have a separate
Remuneration Committee and the functions of this
Committee are carried out by the Board as a whole.
Each Director of the Company takes no part in
discussions concerning their own remuneration.
Remuneration Policy
The Board's policy is that the remuneration of non-
executive Directors should reflect the experience
of the Board as a whole, and is determined with
reference to comparable financial organisations and
appointments.
The Directors' fees are determined within the limits
set out in the Company's Articles of Association, not to
exceed a maximum aggregate amount of £250,000
per annum. In addition, Directors may be paid extra
remuneration for the performance of service which in
the opinion of the Director is beyond the ordinary and
usual duties of a Director. Under the Company's Articles
of Association, if any Director performs or agrees to
perform services (including services as a member of
any committee(s)) which in the opinion of the Directors
are beyond the ordinary and usual duties of a Director,
the Director may (unless otherwise expressly resolved
by the Company in general meeting) be paid such
extra remuneration by way of salary or otherwise, as
the Directors may determine, which shall be charged
as part of the Company's ordinary working expenses.
However, as the Directors do not receive performance
related pay, any additional remuneration would not be
based on a percentage of profits.
Directors have not been paid bonuses, pension benefits,
share options, long-term incentive schemes or other
performance-related benefits or compensation for
loss of office. Director's fees will be reviewed in the
future, within the context of growing the assets of the
Company, and will be subject to Shareholder approval.
Fees for any new Director appointed will be on the
above basis. Any views expressed by Shareholders on
the fees being paid to Directors would be taken into
consideration by the Board.
The terms of appointment provide that Directors shall
retire and be subject to annual re-election at each
Annual General Meeting of the Company in accordance
with the Articles of Association of the Company.
Compensation will not be paid upon early termination
of appointment.
A resolution to approve the Remuneration Policy was
put to Shareholders at the AGM in 2024 and will remain
in place until the AGM in 2027.
Shareholder views of remuneration policy
The formal views of unconnected Shareholders have
not been sought in the preparation of this policy.
Employees
The Company does not have any employees and,
therefore no chief executive officer. Accordingly,
the disclosures required under paragraphs 18(2), 19,
38 and 39 of Schedule 8 of the Large and Medium
sized Companies and Groups (Accounts and Reports)
Regulations 2008 are not required.
32
The Investment
Company plc
Directors' Emoluments for the Year (audited information)
The Directors who served in the year received the following total emoluments:
Year
ended
30 June
2025
£
2024/
2025
Change
%
Year
ended
30 June
2024
£
2023/
2024
Change
%
Year
ended
30 June
2023
£
2022/
2023
Change
%
Year
ended
30 June
2022
£
2021/
2022
Change
%
Year
ended
30 June
2021
£
2020/
2021
Change
%
Year
ended
30 June
2020
£
Ian Dighé 20,000 – 20,000 – 20,000 – 20,000 – 20,000 17.1 17,083
David Horner¹ – – – – – – – – – – –
Tim Metcalfe 20,000 – 20,000 – 20,000 – 20,000 – 20,000 17.1 17,083
Martin Perrin 20,000 – 20,000 – 20,000 – 20,000 – 20,000 17.1 17,084
Michael Weeks² – (100.0) 1,667 (91.7) 20,000 – 20,000 52.1 13,146 100.0 –
Tom Cleverley³
– – – (100.0) 6,667 (66.7) 20,000 52.1 13,146 100.0 –
60,000 61,667 86,667 100,000 86,292 51,250
1
David Horner was appointed to the Board on 26 July 2023. Mr Horner has waived his right to receive fees.
2
Michael Weeks was appointed to the Board on 4 November 2020 and resigned from the Board on 26 July 2023.
3
Tom Cleverley was appointed to the Board on 4 November 2020 and resigned from the Board on 28 October 2022.
Directors emoluments for the year to 30 June 2026 are expected to be £20,000 each for Mr Dighé, Mr Metcalfe
and Mr Perrin.
Company Performance
The Company does not have a specific benchmark against which performance is measured. The graph
below compares the total return (assuming all dividends are reinvested) to holders of ordinary shares compared to
the total shareholder return of the Numis Small Companies plus AIM ex Investment Trusts.
The Company has had several different investment objectives and policies which makes any long-term comparison
to an index difficult, however, the Numis Small Companies plus AIM ex Investment Trusts is the closest broad index
against which to measure the Company's recent performance.
Shareholder return (pence) rebased to 100
350
300
250
200
150
100
0
ORDINARY SHARES
NAV Total Return
Share price Total Return
Numis Small Companies plus AIM ex Investment Trusts
20122010 2013* 2020201920182017201620152014 2023
*15 months to 30 June 2013.
20212011
(to 31 March)
2022 2025
50
2024
(to 30 June)
33
Relative Importance of Spend on Pay
The table below shows the remuneration paid to the Directors and the distributions made to Shareholders by way of
dividends for the financial year 30 June 2025 and the previous five financial years.
2025
£
2024
£
2024/
2025
Change
%
2023
£
2023/
2024
Change
%
2022
£
2022/
2023
Change
%
2021
£
2021/
2022
Change
%
2020
£
2020/
2021
Change
%
Dividends paid
to Ordinary
Shareholders in
the year – – – – – – – 143,161 (100.0) 584,576 (75.5)
Directors' fees 60,000 61,667 (2.7) 86,667 (28.8) 100,000 (13.3) 86,292 15.9 51,250 68.4
Directors' Beneficial and Family Interests
The interests of the current Directors and their connected persons in the issued share capital of the Company –
which are held beneficially, either in their own name or through a nominee at each year end – are set out below:
As at
30 June 2025
‡
No. of
ordinary 10p
shares
As at
30 June 2024
No. of
ordinary 50p
shares
Ian Dighé 189,980 37,996
David Horner 143,520 28,704
Tim Metcalfe* 237,525 47,505
Martin Perrin* 200,000 36,000
* Together with their connected persons.
‡
Following five for one conversion.
There were no changes in these holdings up to the date of this Report.
34
The Investment
Company plc
DIRECTORS' REMUNERATION REPORT continued
Voting at Annual General Meeting
In accordance with the requirement of the Companies Act 2006 Shareholder approval for the Remuneration Report
will be sought at the 2025 AGM.
An ordinary resolution adopting the Remuneration Report was approved at the AGM held on 31 October 2024. The
votes cast by proxy were as follows:
Directors' Remuneration Report
Number of
votes
% of votes
cast
For and discretionary 394,616 99.58
Against
1,658 0.42
Total votes cast
396,274 100.00
Number of votes withheld
nil
Voting on the Remuneration Policy at the AGM held on 31 October 2024 was as follows:
Directors' Remuneration Policy
Number of
votes
% of votes
cast
For and discretionary 394,616 99.58
Against
1,658 0.42
Total votes cast
396,274 100.00
Number of votes withheld
nil
The next approval of the Remuneration Policy will be sought at the 2027 AGM.
Approval
The Directors' Remuneration Report was approved by the Board on 12 September 2025.
On behalf of the Board
I. R. Dighé
Chairman
35
The Directors are responsible for preparing this Annual
Report and the Financial Statements in accordance
with applicable law and regulations. Company law
requires the Directors to prepare Financial Statements
for each financial year. Under that law, the Directors
have prepared the Group and Company Financial
Statements in accordance with UK adopted international
accounting standards in conformity with the
requirements of the Companies Act 2006. Additionally,
the Financial Conduct Authority's Disclosure Guidance
and Transparency Rules require the Directors to
prepare the Group Financial Statements in accordance
with UK adopted international accounting standards.
Under company law the Directors must not approve
the Financial Statements unless they are satisfied that
they give a true and fair view of the state of affairs of
the Group and Company and of the profit or loss of the
Group and Company for that period.
In preparing those Financial Statements, the Directors
are required to:
• select suitable accounting policies and then apply
them consistently;
• make judgements and estimates that are reasonable
and prudent;
• state whether applicable UK adopted international
accounting standards, in conformity with the
requirements of the Companies Act 2006 and, for
the Group, UK adopted international accounting
standards have been followed, subject to any
material departures disclosed and explained in the
Financial Statements; and
• prepare the Financial Statements on the going
concern basis unless it is inappropriate to presume
that the Group will continue in business.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Group's and Company's transactions
and disclose with reasonable accuracy at any time
the financial position of the Group and Company
and enable them to ensure that the Financial
Statements comply with the Companies Act 2006. They
are also responsible for safeguarding the assets of the
Group and 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 for ensuring that
the Annual Report includes information required by the
Listing Rules of the Financial Conduct Authority.
The Financial Statements are available on the Company's
website at https://theinvestmentcompanyplc.co.uk.
The Directors are also responsible for the maintenance
and integrity of the Company's website. Visitors to the
website need to be aware that legislation in the United
Kingdom covering the preparation and dissemination
of the Financial Statements may differ from legislation
in their jurisdiction.
36
The Investment
Company plc
STATEMENT OF DIRECTORS' RESPONSIBILITIES
We confirm that to the best of our knowledge:
• the Group and Company Financial Statements, which
have been prepared in accordance with UK adopted
international accounting standards in conformity with
the requirements of the Companies Act 2006 and,
for the Group, UK adopted international accounting
standards, give a true and fair view of the assets,
liabilities, financial position and loss of the Group and
Company;
• the Annual Report includes a fair review of the
development and performance of the business and
the position of the Group and Company together with
a description of the principal risks and uncertainties
faced by the Group and Company; and
• 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 position and performance, business
model and strategy of the Group and Company.
On behalf of the Board
I. R. Dighé
Chairman
12 September 2025
37
38
The Investment
Company plc
38
Opinion
We have audited the Financial Statements of The
Investment Company Plc (the "Parent Company")
and its subsidiaries (the "Group") for the year ended
30 June 2025 which comprise the Consolidated
Statement of Comprehensive Income, the Consolidated
and Company Statements of Financial Position, the
Consolidated and Company Statements of Changes
in Equity, the Consolidated and Company Statements
of Cash Flows and Notes to the Financial Statements,
including significant accounting policies. The financial
reporting framework that has been applied in their
preparation is applicable law and UK-adopted
international accounting standards and as regards the
Parent Company Financial Statements, as applied in
accordance with the provisions of the Companies Act
2006.
In our opinion:
• the Financial Statements give a true and fair view of
the state of the Group’s and of the Parent Company’s
affairs as at 30 June 2025 and of the Group’s loss for
the year then ended;
• the Group Financial Statements have been
properly prepared in accordance with UK-adopted
international accounting standards;
• the Parent Company Financial Statements have been
properly prepared in accordance with UK-adopted
international accounting standards and as applied in
accordance with the provisions of the Companies Act
2006; and
• the Financial Statements have been prepared in
accordance with the requirements of the Companies
Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) ("ISAs (UK)") and applicable
law. Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the
audit of the Financial Statements section of our report.
We are independent of the Group and Parent Company
in accordance with the ethical requirements that are
relevant to our audit of the Financial Statements in the
UK, including the FRC’s Ethical Standard as applied to
listed public interest entities, and we have fulfilled our
other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide
a basis for our opinion.
Conclusions relating to going concern
In auditing the Financial Statements, we have
concluded that the Directors' use of the going concern
basis of accounting in the preparation of the Financial
Statements is appropriate. Our evaluation of the
Directors’ assessment of the Group’s and Parent
Company’s ability to continue to adopt the going
concern basis of accounting included:
• challenging management’s key inputs and
assumptions in modelling future financial
performance and cashflow requirements, including
consideration of economic and market conditions
and ensuring any relevant investment commitments
are reflected therein;
• assessing liquidity and the ability of management to
trade in the investment portfolio, which underpins the
ability to meet the future obligations and operational
expenditure as required;
• checking the mathematical accuracy of the forecast
used to model future financial performance and
cashflow requirements;
• assessing the mitigating factors available to
management including their ability to generate cash
from the investment portfolio, should it be deemed
necessary, and the liquidity of the portfolio; and
• assessing the appropriateness of the going concern
disclosures included with the Financial Statements.
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS
3939
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the
relevant sections of this report.
Our application of materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for
materiality. These, together with qualitative considerations, helped us determine the scope of our audit and the
nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and
in evaluating the effect of misstatements, both individually and in aggregate on the Financial Statements as a whole.
Based on our professional judgement, we determined materiality for the Financial Statements as follows:
Group Parent Company
Overall materiality £219,000 (2024: £228,000) £207,850 (2024: £228,000)
Performance materiality £175,000 (2024: £159,600) £166,250 (2024: £159,600)
Triviality £10,950 (2024: £11,400) £10,390 (2024: £11,400)
Basis for determining materiality 3% of net assets for the Group and 2.84% of net assets for the Parent Company
(2024: 3% of gross assets)
Rationale for the benchmark
applied
We have set our overall materiality at 3% of net assets as the carrying value of
the investments is a key driver of Shareholder value and a key performance
indicator used by management and forms more than 80% of net assets. The
basis of materiality has been changed from the previous year where the
benchmark applied was gross assets. This change reflects our assessment that
net assets provide a more relevant and consistent benchmark which reflects
the residual value attributable to Shareholders.
Performance materiality represents amounts set by the auditor at less than the
overall materiality to reduce the probability that the aggregate of uncorrected
and undetected misstatements exceeds the overall materiality. In setting this,
we consider the overall control environment and our experience from previous
audits which has indicated a low number of corrected and uncorrected
misstatements. Based on these factors we have set performance materiality
at 80% (2024: 70%) of our overall materiality.
Based on the work we have performed, we have not
identified any material uncertainties relating to events
or conditions that, individually or collectively, may cast
significant doubt on the Group’s or Parent Company's
ability to continue as a going concern for a period
of at least twelve months from when the Financial
Statements are authorised for issue.
In relation to the Parent Company’s reporting on how
they have applied the UK Corporate Governance Code,
we have nothing material to add or draw attention to
in relation to the Directors’ statement in the Financial
Statements about whether the Director’s considered
it appropriate to adopt the going concern basis of
accounting.
40
The Investment
Company plc
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS continued
40
In addition to the above, we determined a specific lower materiality applicable to expenses as follows:
Group Parent Company
Overall materiality £6,980 (2024: £19,000) £6,840 (2024: £18,000)
Performance materiality £5,580 (2024: £13,300) £5,470 (2024: £12,600)
Triviality £345 (2024: £950) £340 (2024: £900)
Basis for determining
materiality
2% (2024: 5%) of other expenses
Rationale for the
benchmark applied
Cost control is a key focus of the Group, and hence this is deemed to be a suitable
performance indicator to use for determining materiality within the Statement of
Comprehensive Income. A significant portion of income comprises of gains/losses and
investment income which are driven by market performance and as such the Statement
of Financial Position materiality figures are applied to those income areas.
For the reasons noted above, performance materiality has been set at 80% (2024: 70%)
of the overall materiality.
We set materiality for each component of the Group at a lower level of materiality, dependent on the size and
our assessment of the risk of material misstatement of that component. The Group’s only component was audited
to component materiality of £285 based on 2% of total expenses (2024: £10,000). We further applied performance
materiality thresholds of 80% (2024: 70%) and triviality threshold of 5% (2024: 5%) for the component.
Our approach to the audit
In designing our audit, we determined materiality and assessed the risk of material misstatement in the Financial
Statements. In particular, we looked at areas involving significant accounting estimates and judgements by the
Directors and considered future events that are inherently uncertain. We also addressed the risk of management
override of internal controls, including among other matters consideration of whether there was evidence of bias
that represented a risk of material misstatement due to fraud.
The Group’s only component was the Parent Company and this was subject to a full scope audit by a team with
relevant sector experience undertaken from our office based in London. The components identified as not material
were subject to review procedures undertaken by the same audit team.
4141
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
Financial Statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit
strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters
were addressed in the context of our audit of the Financial Statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
Key Audit Matter How our scope addressed this matter
Valuation and ownership of investments
(notes 1 and 8)
The Group holds investments with a
carrying value of £6,359,558 as at 30 June
2025. The Group’s investments comprise
of listed holdings and are valued using
the appropriate level of the fair value
hierarchy as per IFRS 13 Fair Value
Measurement.
All investments are classified as Level
1 in the fair value hierarchy, valued
using quoted prices in active markets.
However, the risk of misstatement
remains due to:
• potential errors in pricing data;
• possible inactive markets for some
small-cap stocks; and
• risk of management override in the
valuation process.
Furthermore, there is a risk that the Group
does not hold legal title to the investments.
As above, investments are a highly
significant component of the Statement
of Financial Position and therefore if the
investments were not rightfully owned,
this would have a material impact on the
Financial Statements. Therefore, this is
determined to be a key audit matter.
Our work in this area included:
• substantively testing the portfolio of listed investment valuations
to closing bid prices, published by an independent pricing source;
• agreeing the portfolio of listed investments held at the year end to
the custody report received directly from the custodian Fiske Plc;
• substantively testing samples of investment additions and
disposals and corroborating to supporting documentation,
including recalculating realised gains/(losses) on disposals to
ensure that they have been calculated accurately;
• performing an analysis of trading volumes for a sample of
securities over a relevant period to determine whether there was
sufficient activity to conclude that the market remained active;
• performing a reconciliation of the investment holdings, verifying
that the correct classification has been applied to each holding and
that the fair value hierarchy disclosure is presented in accordance
with IFRS 13 Fair Value Measurement;
• for a sample of unrealised investment gains/(losses), we traced
to supporting calculations and in the case of listed investments,
vouched the price movements to stock exchanges websites; and
• for a sample of realised investment gains/(losses), we traced
to supporting evidence by ageing the sale proceeds to trade
confirmations and recalculated the gain/(loss).
Based on the work performed, we are satisfied that the Group and
Parent Company’s valuation of the investments held is appropriate,
and that the Group and Parent Company hold legal title to the
investments.
42
The Investment
Company plc
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS continued
42
Other information
The other information comprises the information
included in the Annual Report and Financial Statements,
other than the Financial Statements and our auditor’s
report thereon. The Directors are responsible for the
other information contained within the Annual Report
and Financial Statements. Our opinion on the Group
and Parent Company Financial Statements does not
cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not
express any form of assurance conclusion thereon.
Our responsibility is to read the other information and,
in doing so, consider whether the other information is
materially inconsistent with the Financial Statements
or our knowledge obtained in the course of the audit,
or otherwise appears to be materially misstated. If
we identify such material inconsistencies or apparent
material misstatements, we are required to determine
whether this gives rise to a material misstatement in
the Financial Statements themselves. If, based on the
work we have performed, we conclude that there is a
material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the
Companies Act 2006
In our opinion the part of the Directors’ Remuneration
Report to be audited has been properly prepared in
accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the
course of the audit:
• the information given in the Strategic Report and the
Directors’ Report for the financial year for which the
Financial Statements are prepared is consistent with
the Financial Statements; and
• the Strategic Report and the Directors’ Report have
been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by
exception
In the light of the knowledge and understanding of the
Group and the Parent Company and their environment
obtained in the course of the audit, we have not
identified material misstatements in the Strategic
Report or the Directors’ Report.
We have nothing to report in respect of the following
matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
• adequate accounting records have not been kept
by the Parent Company, or returns adequate for
our audit have not been received from branches not
visited by us; or
• the Parent Company Financial Statements and the
part of the Directors’ Remuneration Report to be
audited are not in agreement with the accounting
records and returns; or
• certain disclosures of Directors’ remuneration
specified by law are not made; or
• we have not received all the information and
explanations we require for our audit.
Corporate governance statement
We have reviewed the Directors' statement in relation
to going concern, longer-term viability and that part
of the Corporate Governance Statement relating to
the Group’s and Parent Company's compliance with
the provisions of the UK Corporate Governance Code
specified for our review by the Listing Rules.
Based on the work undertaken as part of our audit, we
have concluded that each of the following elements
of the Corporate Governance Statement is materially
consistent with the Financial Statements or our
knowledge obtained during the audit:
• Directors' statement with regards the appropriateness
of adopting the going concern basis of accounting
and any material uncertainties identified set out on
page 19;
4343
• Directors’ explanation as to their assessment of the
Group’s prospects, the period this assessment covers
and why the period is appropriate set out on page 19;
• Directors’ statement on whether they have a
reasonable expectation that the Group will be able to
continue in operation and meet its liabilities set out on
page 19;
• Directors' statement that they consider the Annual
Report and the Financial Statements, taken as a
whole, to be fair, balanced and understandable set
out on pages 36 and 37;
• Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set
out on pages 28 and 29;
• The section of the Annual Report that describes the
review of effectiveness of risk management and
internal control systems set out on pages 28 and 29;
and
• The section describing the work of the Audit
Committee set out on pages 30 and 31.
Responsibilities of Directors
As explained more fully in the statement of Directors’
responsibilities, the Directors are responsible for
the preparation of the Group and Parent Company
Financial Statements and for being satisfied that they
give a true and fair view, and for such internal control
as the Directors determine is necessary to enable the
preparation of Financial Statements that are free from
material misstatement, whether due to fraud or error.
In preparing the Group and Parent Company Financial
Statements, the Directors are responsible for assessing
the Group’s and the Parent Company’s ability to
continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going
concern basis of accounting unless the Directors either
intend to liquidate the Group or the Parent Company or
to cease operations, or have no realistic alternative but
to do so.
Auditor's responsibilities for the audit of the Financial
Statements
Our objectives are to obtain reasonable assurance
about whether the Financial Statements as a whole
are free from material misstatement, whether due
to fraud or error, and to issue an Auditor’s Report
that includes our opinion. Reasonable assurance is
a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate,
they could reasonably be expected to influence the
economic decisions of users taken on the basis of these
Financial Statements.
Irregularities, including fraud, are instances of
non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities,
including fraud is detailed below:
• We obtained an understanding of the Group and
Parent Company and the sector in which they
operate to identify laws and regulations that could
reasonably be expected to have a direct effect
on the Financial Statements. We obtained our
understanding in this regard through discussions with
management, industry research, and the application
of our cumulative audit knowledge and experience of
the sector.
• We determined the principal laws and regulations
relevant to the Group and Parent Company in this
regard to be those arising from the Financial Conduct
Authority (FCA) Rules, Listing Rules, Disclosure
Guidance and Transparency Rules, the principles
of the UK Corporate Governance Code applied by
the AIC Code of Corporate Governance (the AIC
Code), the AIC Statement of Recommended Practice
Financial Statements of Investment Trust Companies
and Venture Capital Trusts issued in July 2022 (“AIC
SORP”) to the extent that this is consistent with IFRS,
Companies Act 2006, Alternative Investment Fund
44
The Investment
Company plc
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS continued
44
Managers’ Directive and UK tax legislation including
qualification as an investment trust under section 1158
of the Corporation Tax Act 2010.
• We designed our audit procedures to ensure the audit
team considered whether there were any indications
of non-compliance by the Group and Parent
Company with those laws and regulations. These
procedures included, but were not limited to:
– enquiries of management;
– review of minutes of those charged with
governance;
– review of legal and regulatory correspondence;
and
– review of financial statement disclosures and testing
to supporting documentation to assess compliance
with applicable laws and regulations.
• We also identified the risks of material misstatement of
the Financial Statements due to fraud. We considered,
in addition to the non-rebuttable presumption of
a risk of fraud arising from management override
of controls, the risk of fraud related to revenue
recognition, the posting of unusual journals and the
manipulation of the Group’s alternative performance
profit measures and other key performance indicators
to meet externally communicated targets. To address
the risk of fraud related to revenue recognition, our
audit work included but was not limited to:
– evaluating the appropriateness of the information
systems and effectiveness of the design and
implementation of the related controls;
– substantively testing the income recognised in the
Financial Statements, including accrued income
balances recognised as at the year-end;
– tracing a sample of dividend income received to
bank statements and dividend declarations issued
by the companies in which the investments are held;
– performing a review of the revenue recognition
accounting policy for compliance with IFRS 15, to
the extent relevant given the nature of the Group’s
activities, along with the AIC SORP; and
– reviewing post-year end receipts to
ensure completeness of income recorded in the
accounting period.
• As in all of our audits, we addressed the risk of fraud
arising from management override of controls by
performing audit procedures which included, but
were not limited to: the testing of journals; reviewing
accounting estimates for evidence of bias; and
evaluating the business rationale of any significant
transactions that are unusual or outside the normal
course of business.
Because of the inherent limitations of an audit, there is
a risk that we will not detect all irregularities, including
those leading to a material misstatement in the Financial
Statements or non-compliance with regulation. This
risk increases the more that compliance with a law or
regulation is removed from the events and transactions
reflected in the Financial Statements, as we will be less
likely to become aware of instances of non-compliance.
The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves
intentional concealment, forgery, collusion, omission or
misrepresentation.
A further description of our responsibilities for
the audit of the Financial Statements is located
on the Financial Reporting Council’s website
at: www.frc.org.uk/auditorsresponsibilities. This
description forms part of our Auditor’s Report.
4545
Other matters which we are required to address
We were appointed by the Audit Committee on
29 November 2018 to audit the Financial Statements
for the period ended 30 June 2019 and subsequent
financial periods. Our total uninterrupted period of
engagement is seven years, covering the periods ended
30 June 2019 to 30 June 2025.
The non-audit services prohibited by the FRC’s Ethical
Standard were not provided to the Group or the Parent
Company and we remain independent of the Group
and the Parent Company in conducting our audit.
Our audit opinion is consistent with the additional report
to the Audit Committee.
Use of our report
This report is made solely to the Company’s members,
as a body, in accordance with Chapter 3 of Part 16 of
the Companies Act 2006. Our audit work has been
undertaken so that we might state to the Company’s
members those matters we are required to state to
them in an Auditor’s Report and for no other purpose.
To the fullest extent permitted by law, we do not accept
or assume responsibility to anyone, other than the
Company and the Company's members as a body, for
our audit work, for this report, or for the opinions we
have formed.
Timothy Herbert (Senior Statutory Auditor)
For and on behalf of PKF Littlejohn LLP
Statutory Auditor
15 Westferry Circus
Canary Wharf
London E14 4HD
12 September 2025
The notes on pages 52 to 69 form part of these Financial Statements.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 30 June 2025
| Year ended | Year ended | ||||||
| 30 June 2025 | 30 June 2024 | ||||||
| Revenue | Capital | Total | Revenue | Capital | Total | ||
| Notes | £ | £ | £ | £ | £ | £ | |
| (Losses)/gains on investments | |||||||
at fair value through profit or loss | 8 | ( | ( | ||||
| Exchange losses on capital | |||||||
items | ( | ( | ( | ( | |||
Investment income | 2 | ||||||
Investment management fee | 3 | ||||||
Other expenses | 4 | ( | ( | ( | ( | ||
(Loss)/return before taxation | ( | ( | ( | ||||
Taxation | 5 | ( | ( | ( | ( | ||
Net (loss)/return after taxation | ( | ( | ( | ||||
| Revenue | Capital | Total | Revenue | Capital | Total | ||
| pence | pence | pence | pence | pence | pence | ||
| (Loss)/return after taxation | |||||||
| per 10p (2024: 50p) ordinary | |||||||
share – basic & diluted | 6 | ( | ( | ( |
The total column of this statement is the Statement of Comprehensive Income of the Group prepared in accordance
with international accounting standards in conformity with the requirements of the Companies Act 2006. The
supplementary revenue and capital columns are prepared in accordance with the Statement of Recommended
Practice ("AIC SORP") issued in July 2022 by the Association of Investment Companies.
The Group did not have any income or expense that was not included in total income for the year. Accordingly,
(loss)/return after taxation represents the (loss)/profit for the year and also total comprehensive income for the
year, as defined by IAS 1 (revised) and no separate Statement of Comprehensive Income has been presented.
All revenue and capital items in the above statement derive from continuing operations. No operations were
acquired or discontinued during the year.
46
The Investment
Company plc
The notes on pages 52 to 69 form part of these Financial Statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2025
| Ordinary | Capital | ||||||
| share | Share | redemption | Special | Capital | Revenue | ||
| capital | premium | reserve | reserve | reserve | reserve | Total | |
| £ | £ | £ | £ | £ | £ | £ | |
Balance at 1 July 2024 | ( | ||||||
Total comprehensive income | |||||||
Net loss for the year | ( | ( | ( | ||||
Transactions with Shareholders recorded | |||||||
| directly to equity | |||||||
Transfer between reserves on deconsolidation of NCT | ( | ||||||
| Ordinary dividends | |||||||
Balance at 30 June 2025 | |||||||
Balance at 1 July 2023 | ( | ||||||
Total comprehensive income | |||||||
Net return for the year | |||||||
Transactions with Shareholders | |||||||
| recorded | |||||||
| directly to equity | |||||||
| Cancellation of share | |||||||
premium account and capital redemption | |||||||
reserve | ( | ( | |||||
Share issue | |||||||
| Cost of shares | |||||||
purchased under Tender Offer and held in Treasury | ( | ( | ( | ||||
Tender Offer costs | ( | ( | |||||
| Ordinary dividends | |||||||
Balance at 30 June 2024 | ( |
47
The notes on pages 52 to 69 form part of these Financial Statements.
COMPANY STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2025
Ordinary
share
capital
£
Preference
share
capital
£
Share
premium
£
Capital
redemption
reserve
£
Special
reserve
£
Capital
reserve
£
Revenue
reserve
£
Total
£
Balance at
1 July 2024 2,792,439 858,783 2,425,325 – – 1,135,441 1,032,512 8,244,500
Total comprehensive
income
Net (loss)/return
for the year – – – – – (69,385) 5,156 (64,229)
Transactions with
Shareholders recorded
directly to equity
Preference share
cancellation – (858,783) – – – – – (858,783)
Contribution to Abport – – – – – (7,244) – (7,244)
Contribution to NCT – – – – – (8,977) – (8,977)
Ordinary dividends
– – – – – – 8,468 8,468
Balance at
30 June 2025
2,792,439 – 2,425,325 – – 1,049,835 1,046,136 7,313,735
Balance at
1 July 2023 2,386,025 858,783 4,453,903 2,408,820 – 5,450,799 1,003,304 16,561,634
Total comprehensive
income
Net return for the year – – – – – 1,562,294 27,453 1,589,747
Transactions with
Shareholders recorded
directly to equity
Cancellation of share
premium account and
capital redemption
reserve – – (4,453,903) (2,408,820) 6,862,723 – – –
Share issue 406,414 – 2,425,325 – – – – 2,831,739
Cost of shares
purchased under
Tender Offer and
held in Treasury – – – – (6,862,723) (5,795,417) – (12,658,140)
Tender Offer costs – – – – – (82,235) – (82,235)
Ordinary dividends – – – – – – 1,927 1,927
Preference share
dividends paid
– – – – – – (172) (172)
Balance at
30 June 2024
2,792,439 858,783 2,425,325 – – 1,135,441 1,032,512 8,244,500
48
The Investment
Company plc
The notes on pages 52 to 69 form part of these Financial Statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
At 30 June 2025
Notes
| 30 June | 30 June | ||
| 2025 | 2024 | ||
| £ | £ | ||
| Non-current assets | |||
Investments held at fair value through profit or loss | 8 | ||
| Current assets | |||
Trade and other receivables | 11 | ||
| Cash and cash equivalents | |||
| Current liabilities | |||
Trade and other payables | 12 | ( | ( |
( | ( | ||
| Net current assets | |||
| Net assets | |||
| Capital and reserves | |||
Ordinary share capital | 13 | ||
Share premium | |||
Capital reserve | |||
| Revenue reserve | ( | ||
| Shareholders' funds | |||
NAV per 10p ordinary share | 15 | # |
#
The NAV at 30 June 2024 has been restated for comparative purposes only to reflect the 5 for 1 share split as
discussed in Note 13.
These Financial Statements were approved by the Board on 12 September 2025 and were signed on its behalf by:
I. R. Dighé
Chairman
Company Number: 0004205
49
The notes on pages 52 to 69 form part of these Financial Statements.
COMPANY STATEMENT OF FINANCIAL POSITION
At 30 June 2025
Notes
30 June
2025
£
30 June
2024
£
Non-current assets
Investments held at fair value through profit or loss 8 6,359,558 7,069,820
Investment in subsidiaries 9
– 807,496
6,359,558 7,877,316
Current assets
Trade and other receivables 11 482,840 318,775
Cash and cash equivalents
584,176 251,625
1,067,016 570,400
Current liabilities
Trade and other payables 12
(112,839) (203,216)
(112,839) (203,216)
Net current assets
954,177 367,184
Net assets
7,313,735 8,244,500
Capital and reserves
Ordinary share capital 13 2,792,439 2,792,439
Preference share capital 14 – 858,783
Share premium 2,425,325 2,425,325
Capital reserve 1,049,835 1,135,441
Revenue reserve
1,046,136 1,032,512
Shareholders' funds
7,313,735 8,244,500
As permitted by section 408 of the Companies Act 2006, the Company has not presented its own Statement of
Comprehensive Income. The amount of the Company's return for the financial year dealt with in the Financial
Statements of the Group is a loss after tax of £64,229 (2024: gain of £1,589,747).
These financial statements were approved by the Board on 12 September 2025 and were signed on its behalf by:
I. R. Dighé
Chairman
Company Number: 0004205
50
The Investment
Company plc
The notes on pages 52 to 69 form part of these Financial Statements.
CONSOLIDATED AND COMPANY CASH FLOW STATEMENTS
For the year ended 30 June 2025
| 30 June | 30 June | 30 June | 30 June | ||
| 2025 | 2024 | 2025 | 2024 | ||
| Notes | £ | £ | £ | £ | |
| Cash flows used in operating activities | |||||
Income received from investments | 147,778 | 269,318 | |||
Interest received | 4,443 | 50,706 | |||
Overseas taxation paid | ( | ( | (1,043) | (4,475) | |
Investment management fees paid | – | – | |||
| Other cash payments | ( | ( | (392,246) | (339,205) | |
| Net cash used in operating activities | ( | ( | (241,068) | (23,656) | |
| Cash flows used in financing activities | |||||
Proceeds from Share Issue | – | 3,618,690 | |||
Funding of Tender Offer | ( | – | (13,445,091) | ||
| Tender Offer expenses paid | ( | – | (539,075) | ||
| Net cash used in financing activities | ( | – | (10,365,476) | ||
| Cash flows generated from investing activities | |||||
Purchase of investments | 8 | ( | ( | (3,386,658) | (9,459,505) |
Sale of investments | 8 | 3,968,583 | 11,831,583 | ||
| Contribution to subsidiaries | (8,306) | (13,080) | |||
| Net cash generated from investing activities | 573,619 | 2,358,998 | |||
| Net increase/(decrease) in cash and cash equivalents | ( | 332,551 | (8,030,134) | ||
Reconciliation of net cash flow to movement in net cash | |||||
Increase/(decrease) in cash | ( | 332,551 | (8,030,134) | ||
| Exchange rate movements | – | – | |||
Increase/(decrease) in net cash | ( | 332,551 | (8,030,134) | ||
| Net cash at start of period | 251,625 | 8,281,759 | |||
| Net cash at end of period | 584,176 | 251,625 | |||
| Analysis of net cash | |||||
| Cash and cash equivalents | 584,176 | 251,625 | |||
584,176 | 251,625 |
Group Company
51
52
The Investment
Company plc
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2025
53
54
The Investment
Company plc
NOTES TO THE FINANCIAL STATEMENTS continued
55
56
The Investment
Company plc
NOTES TO THE FINANCIAL STATEMENTS continued
57
| Year ended | Year ended | |||||
| 30 June 2025 | 30 June 2024 | |||||
| Revenue | Capital | Total | Revenue | Capital | Total | |
| £ | £ | £ | £ | £ | £ | |
| Income from investments: | ||||||
UK dividends | 137,176 | 3,750 | 140,926 | 122,596 | 118,536 | 241,132 |
| Unfranked dividend income | ||||||
(including scrip dividends) | 7,412 | – | 7,412 | 13,548 | – | 13,548 |
| UK fixed interest | – | – | – | 23,188 | – | 23,188 |
144,588 | 3,750 | 148,338 | 159,332 | 118,536 | 277,868 | |
| Other income | ||||||
Bank deposit and other interest | 4,445 | – | 4,445 | 50,708 | – | 50,708 |
| Total income | 149,033 | 3,750 | 152,783 | 210,040 | 118,536 | 328,576 |
| Year ended | Year ended | |
| 30 June | 30 June | |
| 2025 | 2024 | |
| £ | £ | |
| Investment management fee | – | – |
58
The Investment
Company plc
NOTES TO THE FINANCIAL STATEMENTS continued
| Year ended | Year ended | |
| 30 June | 30 June | |
| 2025 | 2024 | |
| £ | £ | |
Administration and secretarial services | 85,000 | 85,000 |
| Auditor's remuneration for: | ||
– audit of the Group's financial statements | 52,500 | 50,000 |
Directors' remuneration (see Note 18) | 60,000 | 61,667 |
Investment Manager's contribution to expenses (see Note 3) | (224,059) | (189,476) |
Capital expenses | (24,744) | – |
| Other expenses | 176,631 | 181,041 |
| Total expenses | 125,328 | 188,232 |
59
Year ended 30 June 2025 | Year ended 30 June 2024 | |||||
| Revenue | Capital | Total | Revenue | Capital | Total | |
| £ | £ | £ | £ | £ | £ | |
Current Taxation | – | – | – | – | – | – |
| Overseas taxation suffered | 1,049 | – | 1,049 | 3,629 | – | 3,629 |
1,049 | – | 1,049 | 3,629 | – | 3,629 |
Year ended 30 June 2025 | Year ended 30 June 2024 | |||||
| Revenue | Capital | Total | Revenue | Capital | Total | |
| £ | £ | £ | £ | £ | £ | |
| (Loss)/return on ordinary | ||||||
| activities | (1,039) | (69,386) | (70,425) | 21,808 | 994,467 | 1,016,275 |
| Tax at UK Corporation tax | ||||||
rate of 25.0% (2024: 25.0%) | (260) | (17,346) | (17,606) | 5,452 | 248,617 | 254,069 |
| Effects of: | ||||||
UK dividends that are not taxable | (34,294) | (938) | (35,232) | (30,649) | (29,634) | (60,283) |
Overseas dividends that are not taxable | – | – | – | – | – | – |
| Non-taxable investment | ||||||
losses/(gains) | – | 24,470 | 24,470 | – | (218,983) | (218,983) |
Overseas taxation suffered | 1,049 | – | 1,049 | 3,629 | – | 3,629 |
| Unrelieved expenses | 34,554 | (6,186) | 28,368 | 25,197 | – | 25,197 |
| Actual current tax charged | ||||||
| to the revenue account | 1,049 | – | 1,049 | 3,629 | – | 3,629 |
60
The Investment
Company plc
NOTES TO THE FINANCIAL STATEMENTS continued
| Year ended | Year ended | |||||
| 30 June 2025 | 30 June 2024 | |||||
Revenue | Capital | Total | Revenue | Capital | Total | |
| (Loss)/return after taxation | ||||||
| attributable to ordinary | ||||||
| Shareholders (£) | (2,088) | (69,386) | (71,474) | 18,179 | 994,467 | 1,012,646 |
| Weighted average number | ||||||
| of ordinary shares in issue | ||||||
(excluding shares held in Treasury) | 9,186,025 | 2,045,691 | ||||
| (Loss)/return per ordinary | ||||||
| share basic and diluted | ||||||
| (pence) | (0.02) | (0.76) | (0.78) | 0.89 | 48.61 | 49.50 |
| Year ended | Year ended | |
| 30 June | 30 June | |
| 2025 | 2024 | |
| £ | £ | |
| Unclaimed dividends in respect of prior periods | ||
| clawed back after 12 years | 8,468 | 1,927 |
| Total | 8,468 | 1,927 |
61
Group | Company | |||
| 2025 | 2024 | 2025 | 2024 | |
| £ | £ | £ | £ | |
| Investments held at fair value through profit or loss | ||||
Opening book cost | 6,286,746 | 8,123,670 | 6,286,746 | 8,177,670 |
| Opening net investment holding gains | 783,074 | 440,800 | 783,074 | 386,800 |
Opening valuation | 7,069,820 | 8,564,470 | 7,069,820 | 8,564,470 |
| Movements in the year: | ||||
Purchases at cost | 3,377,072 | 9,504,441 | 3,377,072 | 9,504,441 |
Sales proceeds | (3,989,455) | (11,885,506) | (3,989,455) | (11,885,503) |
Realised gains on sales | 585,135 | 544,141 | 585,135 | 490,138 |
| Unrealised (losses)/gains in the year | (683,014) | 342,274 | (683,014) | 396,274 |
| Closing valuation | 6,359,558 | 7,069,820 | 6,359,558 | 7,069,820 |
| Being: | ||||
Book cost | 6,259,498 | 6,286,746 | 6,259,498 | 6,286,746 |
| Net investment holding gains | 100,060 | 783,074 | 100,060 | 783,074 |
6,359,558 | 7,069,820 | 6,359,558 | 7,069,820 |
Group | Company | |||
| 2025 | 2024 | 2025 | 2024 | |
| £ | £ | £ | £ | |
| Summary of capital gains | ||||
Realised gains on sales | 585,135 | 544,141 | 585,135 | 490,138 |
| Unrealised (losses)/gains in the year | (683,014) | 342,274 | (683,014) | 396,274 |
(97,879) | 886,415 | (97,879) | 886,412 |
Group | Company | |||
| 2025 | 2024 | 2025 | 2024 | |
| £ | £ | £ | £ | |
| Transaction costs | ||||
Costs on purchases | 9,208 | 32,920 | 9,208 | 32,920 |
| Costs on sales | 4,894 | 39,595 | 4,894 | 39,595 |
14,102 | 72,515 | 14,102 | 72,515 |
62
The Investment
Company plc
NOTES TO THE FINANCIAL STATEMENTS continued
| Group | Level 1 | Level 2 | Level 3 | Total |
| At 30 June 2025 | £ | £ | £ | £ |
| Financial assets at fair value through profit or loss: | ||||
Equities | 6,359,558 | – | – | 6,359,558 |
6,359,558 | – | – | 6,359,558 | |
| Group | Level 1 | Level 2 | Level 3 | Total |
| At 30 June 2024 | £ | £ | £ | £ |
| Financial assets at fair value through profit or loss: | ||||
| Equities | 7,069,820 | – | – | 7,069,820 |
7,069,820 | – | – | 7,069,820 |
63
| Company | Company | |||
| 30 June 2025 | 30 June 2024 | |||
| New Centurion Trust | Abport | Total | Total | |
| £ | £ | £ | £ | |
At 1 June 2024 | 5,406,679 | 3,873 | 5,410,552 | 5,410,552 |
| Provision for diminution | ||||
| brought forward | (4,599,852) | (3,204) | (4,603,056) | (4,603,056) |
806,827 | 669 | 807,496 | 807,496 | |
In specie distribution from NCT 15 June 2025 | (806,827) | – | (806,827) | – |
| Received from Abport | ||||
| Limited | – | (669) | (669) | – |
| Value at 30 June 2025 | – | – | – | 807,496 |
| Country of | % share of | % share of | ||
| Incorporation | capital held | voting rights | Nature of business | |
Abport Limited | England | 100% | 100% | Investment dealing company |
Group | Company | |||
| 2025 | 2024 | 2025 | 2024 | |
| £ | £ | £ | £ | |
Amounts due from subsidiaries | – | – | – | 53,849 |
Dividends receivable | 15,055 | 14,495 | 15,055 | 14,495 |
Trade receivables | 35,839 | 43,439 | 35,839 | 43,439 |
| Other receivables | 431,946 | 206,992 | 431,946 | 206,992 |
482,840 | 264,926 | 482,840 | 318,775 |
64
The Investment
Company plc
NOTES TO THE FINANCIAL STATEMENTS continued
Group | Company | |||
| 2025 | 2024 | 2025 | 2024 | |
| £ | £ | £ | £ | |
Trade payables | 6,881 | 44,936 | 6,881 | 44,936 |
| Other accruals | 105,958 | 165,362 | 105,958 | 158,280 |
112,839 | 210,298 | 112,839 | 203,216 |
| Group and Company | Group and Company | |||
| 2025 | 2024 | |||
Number | £ | Number | £ | |
| Issued allotted and fully paid: | ||||
| Ordinary shares of 10p each (2024: 50p each) | 27,924,390 | 2,792,439 | 5,584,878 | 2,792,439 |
Group | Company | |||
| 2025 | 2024 | 2025 | 2024 | |
| £ | £ | £ | £ | |
| Issued preference share of 50p each | – | – | – | 858,783 |
65
| 2024 | ||
| 2025 | (restated) # | |
| £ | £ | |
Net Assets | 7,313,735 | 7,376,741 |
Ordinary shares in issue (excluding Treasury shares) | 9,186,025 | 9,186,025 |
NAV per ordinary share | 79.62p | 80.30p |
| 2025 | 2024 | |
| (Book and | (Book and | |
| fair value) | fair value) | |
| Assets at fair value through profit or loss: | ||
Investment portfolio | 6,359,558 | 7,069,820 |
| Loans and receivables | ||
Trades for future settlement | 35,839 | 43,436 |
Accrued income | 15,055 | 14,495 |
Other debtors | 424,238 | 199,295 |
Cash at bank | 584,176 | 252,293 |
| Liabilities at amortised cost or equivalent | ||
Trades for future settlement | (6,881) | (44,936) |
| Creditors (including unclaimed dividends) | (105,958) | (165,362) |
Total for financial instruments | 7,306,027 | 7,369,041 |
| Non-financial instruments | 7,708 | 7,700 |
| Total net assets | 7,313,735 | 7,376,741 |
66
The Investment
Company plc
NOTES TO THE FINANCIAL STATEMENTS continued
67
Group | Company | |||
| 2025 | 2024 | 2025 | 2024 | |
| £ | £ | £ | £ | |
| Financial assets neither past due or impaired | ||||
Trade and other receivables | 475,132 | 257,226 | 475,132 | 311,075 |
| Cash and cash equivalents | 584,176 | 252,293 | 584,176 | 251,625 |
1,059,308 | 509,519 | 1,059,308 | 562,700 |
68
The Investment
Company plc
NOTES TO THE FINANCIAL STATEMENTS continued
69
SHAREHOLDER INFORMATION
Fraud Warning
Fraudsters use persuasive and high-pressure tactics to
lure investors into scams and we are aware of entities
from time to time purporting to be The Investment
Company plc. They may offer to sell shares that
turn out to be worthless or non-existent, or to buy
shares at an inflated price in return for an upfront
payment. While high profits are promised, if you
buy or sell shares in this way you will probably lose
your money. Detailed advice on how to avoid and
report potential investment scams is available on the
FCA website: www.fca.org.uk/scamsmart.
The Company has also been made aware of attempts
to issue documentation in the Company's name which is
not legitimate. Anyone wishing to verify the authenticity
of any documentation should contact the Company
Secretary on 01392 487056 or [email protected].
The Company has also been made aware of a website
purporting to be the Company's website which is not
legitimate. Anyone wishing to verify the authenticity of
the website should contact the Company Secretary on
01392 487056 or [email protected].
70
The Investment
Company plc
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the 159th Annual General Meeting of the Company will be held at the offices of Chelverton
Asset Management Limited, Ground Floor Office, Basildon House, 7 Moorgate, London EC2R 6AF on Tuesday
14 October 2025 at 2.30pm to consider and, if thought fit, pass the following resolutions, of which numbers 1 to 9 will
be proposed as ordinary resolutions and numbers 10, 11 and 12 as special resolutions.
Ordinary Business
Resolution 1 – Ordinary Resolution
To receive and adopt the Strategic Report, Reports of the Directors and Auditor and the Audited Financial
Statements for the year ended 30 June 2025.
Resolution 2 – Ordinary Resolution
To receive and approve the Directors' Remuneration Report.
Resolution 3 – Ordinary Resolution
To re-elect I.R. Dighé as a Director of the Company.
Resolution 4 – Ordinary Resolution
To re-elect D.A. Horner as a Director of the Company.
Resolution 5 – Ordinary Resolution
To re-elect T.M. Metcalfe as a Director of the Company.
Resolution 6 – Ordinary Resolution
To re-elect M. H. W. Perrin as a Director of the Company.
Resolution 7 – Ordinary Resolution
To re-appoint PKF Littlejohn LLP as Auditor of the Company to hold office from the conclusion of this meeting until
the conclusion of the next meeting at which Financial Statements are laid before the Company.
Resolution 8 – Ordinary Resolution
To authorise the Directors to determine the remuneration of the Auditor.
71
Resolution 9 – Ordinary Resolution
THAT, in substitution for any existing authorities, the Directors be and are hereby generally and unconditionally
authorised 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 10 pence each in the capital of the Company ("ordinary shares") up to
an aggregate nominal amount of £500,000 (being 54.4% of the issued ordinary share capital, excluding Treasury
shares, of the Company at the date of this Notice), during the period commencing on the date of the passing of this
Resolution and expiring at the conclusion of the Annual General Meeting of the Company to be held in 2026 (unless
previously renewed, varied or revoked by the Company in general meeting) (the "Section 551 period"), but so that
the Company may, at any time prior to the expiry of the Section 551 period, make offers or agreements which would
or might require ordinary shares to be allotted after the expiry of the Section 551 period and the Directors may allot
ordinary shares in pursuance of such offers or agreements as if the authority had not expired.
Resolution 10 – Special Resolution
THAT, in substitution for any existing authorities, and subject to the passing of Resolution 9, the Directors be and
they are hereby empowered, in accordance with Sections 570 and 573 of the Act, to allot ordinary shares for cash
pursuant to the authority conferred on the Directors by Resolution 9 above, and to sell ordinary shares from Treasury
for cash as if Section 561(1) of the Act did not apply to any such allotment or sale, up to an aggregate nominal
amount of £500,000 (being 54.4% of the issued ordinary share capital, excluding Treasury shares, of the Company
at the date of this Notice), such power to expire at the conclusion of the Annual General Meeting of the Company
to be held in 2026 (unless previously renewed, varied or revoked by the Company in general meeting) save that the
Company may, at any time prior to the expiry of such power, make an offer or enter into an agreement which would
or might require ordinary shares to be allotted or sold after the expiry of such power and the Directors may allot or
sell ordinary shares in pursuance of such an offer or agreement as if such power had not expired.
72
The Investment
Company plc
NOTICE OF ANNUAL GENERAL MEETING continued
Resolution 11 – Special Resolution
THAT, the Company is hereby generally and unconditionally authorised in accordance with Section 701 of the Act
to make market purchases (within the meaning of Section 693(4) of the Act) of ordinary shares of 10p each in the
capital of the Company ("ordinary shares") provided that:
(a) the maximum aggregate number of ordinary shares authorised to be purchased is such a number thereof
being 14.99% of the ordinary shares in issue, excluding shares held in Treasury at the date of the passing of this
Resolution;
(b) the minimum price which may be paid for each ordinary share is 10p, or nominal value;
(c) the maximum price which may be paid for each ordinary share shall not be more than the higher of: (i) an
amount equal to 105% of the average of the middle market quotations of ordinary shares taken from the Daily
Official List of the London Stock Exchange for the five business days immediately preceding the day on which
the contract of purchase is made; and (ii) the higher of the price of the last independent trade in the ordinary
shares and the highest then current independent bid for the ordinary shares on the London Stock Exchange;
(d) this authority will (unless previously renewed, varied or revoked by the Company in general meeting) expire at
the conclusion of the Annual General Meeting of the Company to be held in 2026;
(e) the Company may make a contract of purchase for ordinary shares under this authority before this authority
expires which will or may be executed wholly or partly after its expiration; and
(f) any ordinary shares bought back under the authority hereby granted may, at the discretion of the Directors, be
cancelled or held in Treasury and if held in Treasury may be resold from Treasury or cancelled at the discretion
of the Directors.
Special Business
Resolution 12 – Special Resolution
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.
ISCA Administration Services Limited
The Office Suite
Den House
Den Promenade
Teignmouth TQ14 8SY
12 September 2025
73
NOTES
Right to appoint a proxy
1. A member entitled to attend and vote at this meeting may appoint one or more persons as his/her proxy to
attend, speak and vote on his/her behalf at the meeting. A proxy does not need to be a member of the Company.
A member may appoint more than one proxy in relation to a meeting provided that each proxy is appointed to
exercise the rights attached to a different share or shares held by that member.
2. A proxy form which may be used to make such appointment and give proxy directions accompanies this notice.
If you do not receive a proxy form and believe that you should have one, or if you require additional proxy forms
in order to appoint more than one proxy, please contact the Registrar on +44 (0) 121 585 1131. If calling from
outside of the UK, please ensure the country code is used. The helpline is open Monday to Friday 9.00am to
5.00pm, excluding public holidays in England and Wales.
Procedure for appointing a proxy
3. To be valid, the proxy form, together with any power of attorney or other authority under which it is signed or a
notarially certified copy must be deposited at the offices of the Company's registrar, Neville Registrars Limited,
Neville House, Steelpark Road, Halesowen B62 8HD to be received not later than 2.30pm on 10 October 2025
or 48 hours (excluding non-working days) before the time appointed for any adjourned meeting or, in the case
of a poll taken subsequent to the date of the meeting or adjourned meeting, so as to be received no later than
24 hours (excluding non-working days) before the time appointed for taking the poll.
4. The return of a completed proxy form will not preclude a member from attending the Annual General Meeting
and voting in person if he or she wishes to do so. The termination of the authority of a person to act as proxy
must be notified to the Company in writing.
Nominated persons
5. Any 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
member by whom he or she was nominated, have a right to be appointed (or to have someone else appointed)
as a proxy for the Annual General Meeting. If a Nominated Person has no such proxy appointment right or does
not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the member
as to the exercise of voting rights.
6. The statement of the rights of members in relation to the appointment of proxies in Notes 1 and 3 above does
not apply to Nominated Persons. The rights described in those notes can only be exercised by members of the
Company.
Record date and entitlement to vote
7. To be entitled to attend and vote at the Annual General Meeting (and for the purpose of the determination by
the Company of the votes they may cast), members must be entered on the Company's register of members at
6.00pm on 10 October 2025 (or, in the event of any adjournment, 48 hours (excluding non-working days) before
the time of the adjourned meeting). Changes to the register of members after the relevant deadline will be
disregarded in determining the right of any person to attend and vote at the meeting. Only holders of ordinary
shares are entitled to attend and vote at the Annual General Meeting.
74
The Investment
Company plc
NOTICE OF ANNUAL GENERAL MEETING continued
8. As at 11 September 2025, (the business day prior to the publication of this notice), the Company's issued share
capital amounted to 27,924,390 ordinary shares of which 18,738,365 are held in Treasury and carry no vote.
Therefore, the total voting rights in the Company as at 11 September 2025 were 9,186,025 votes.
Members' rights
9. In accordance with Section 319A of the Companies Act 2006, the Company must cause any question relating to
the business being dealt with at the meeting put by a member attending the meeting to be answered. No such
answer need be given if:
(a) to do so would:
(i) interfere unduly with the preparation for the meeting, or
(ii) involve the disclosure of confidential information;
(b) the answer has already been given on a website in the form of an answer to a question; or
(c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
10. A corporation which is a member can appoint one or more corporate representatives who may exercise, on its
behalf, all its powers as a member provided that no more than one corporate representative exercises powers
over the same share.
11. Members should note that it is possible that, pursuant to requests made by members of the Company under Section
527 of the Companies Act 2006, the Company may be required to publish on a website a statement setting out any
matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the
audit) that are to be laid before the Annual General Meeting; or (ii) any circumstances connected with an auditor of
the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in
accordance with Section 437 of the Companies Act 2006.The Company may not require the members 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 Annual General Meeting includes any statement that the
Company has been required under Section 527 of the Companies Act 2006 to publish on a website.
12. Members satisfying the thresholds in Section 338 of the Companies Act 2006 may require the Company to give,
to members of the Company entitled to receive notice of the Annual General Meeting, notice of a resolution which
those members intend to move (and which may properly be moved) at the Annual General Meeting. A resolution may
properly be moved at the Annual General Meeting unless: (i) it would, if passed, be ineffective (whether by reason of
any inconsistency with any enactment or the Company's constitution or otherwise); (ii) it is defamatory of any person;
or (iii) it is frivolous or vexatious. A request made pursuant to this right may be in hard copy or electronic form, must
identify the resolution of which notice is to be given, must be authenticated by the person(s) making it and must be
received by the Company not later than six weeks before the date of the Annual General Meeting.
13. Members satisfying the thresholds in Section 338A of the Companies Act 2006 may request the Company
to include in the business to be dealt with at the Annual General Meeting any matter (other than a proposed
resolution) which may properly be included in the business at the Annual General Meeting. A matter may
properly be included in the business at the Annual General Meeting unless (i) it is defamatory of any person or
(ii) it is frivolous or vexatious. A request made pursuant to this right may be in hard copy or electronic form, must
identify grounds for the request, must be authenticated by the person(s) making it and must be received by the
Company not later than six weeks before the date of the Annual General Meeting.
75
76
The Investment
Company plc
NOTICE OF ANNUAL GENERAL MEETING continued
Electronic Proxy Appointment through CREST
14. CREST members who wish to appoint a proxy or proxies, or amend an instruction to a previously appointed
proxy, through the CREST electronic proxy appointment service may do so for the Annual General Meeting to
be held at 2.30pm on 14 October 2025 and any adjournment(s) thereof, by using the procedures described in
the CREST manual (available via www.euroclear.com). CREST personal members or other CREST sponsored
members, and those CREST members who have appointed (a) voting service provider(s), should refer to their
CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate
CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear
UK & International Limited (Euroclear)'s specifications and must contain the information required for
such instructions, as described in the CREST manual. The message, regardless of whether it relates to the
appointment of a proxy or to an instruction to a previously appointed proxy, must be transmitted so as to be
received by the issuer's agent (ID: 7RA11) by no later than 2.30pm on 10 October 2025.
For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to
the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message
by enquiry to CREST in the manner prescribed by CREST.
CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note
that Euroclear does not make available special procedures in CREST for any particular messages. Normal
system timings and limitations will therefore apply in relation to the input of CREST proxy instructions. It is
the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal
member or sponsored member or has appointed (a) voting service provider(s), to procure that his/her
CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a
message is transmitted by means of the CREST system by any particular time. In this connection, CREST
members and, where applicable, their CREST sponsors or voting service provider(s) is/are referred, in
particular, to those sections of the CREST manual concerning practical limitations of the CREST system and
timings.
The Company may treat as invalid a CREST proxy instruction in the circumstances set out in Regulation
35(5)(a) of the Uncertificated Securities Regulations 2001.
Documents
15. The Annual Report incorporating this Notice of Annual General Meeting and, if applicable, any members'
statements, members' resolutions or members' matters of business received by the Company after the dates of
this Notice will be available on the Company's website, https://theinvestmentcompanyplc.co.uk.
16. A copy of the Directors' service contracts will be available for inspection at the registered office of the Company
during usual business hours on any weekday (except weekends and public holidays) until the date of the meeting
and at the place of the meeting for a period of fifteen minutes prior to and during the meeting.
Registered in England and Wales No. 0004205
The Investment
Company plc
FOUNDED 1868
REGISTERED NO. 4205
ENGLAND AND WALES