Annual Financial Report

LEI: 213800RWVAQJKXYHSZ74  

ODYSSEAN INVESTMENT TRUST PLC (the "Company")

Annual Financial Report

For the year ended 31 March 2025

Odyssean Investment Trust plc (the "Company") hereby submits its Annual Report and Financial Statements for the year ended 31 March 2025 as required by the Financial Conduct Authority's Disclosure Guidance and Transparency Rule 4.1.

The Company's Annual Report and Financial Statements for the year ended 31 March 2025, including the Notice of Annual General Meeting, is being published in hard copy format and an electronic copy will shortly be available to download from the Company's web page on the Manager's website at www.oitplc.com. It will also be made available to the public at the Company's registered office, 46-48 James Street, London W1U 1EZ.

The Company's Annual Report and Financial Statements will be uploaded to the Financial Conduct Authority's National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Enquiries:

NSM Funds (UK) Limited

[email protected]

Unlocking Hidden Value Through Strategic Investment and Constructive Engagement

Financial Summary

Past performance is not a guide to future performance

Highlights

Linda Wilding

Chairman of Odyssean Investment Trust (OIT)

"Although the uncertainties driven by the tariff announcements have created market volatility, at the time of writing, it feels like markets are past the point of peak panic. After the initial "sell everything" knee jerk reaction, the market is beginning to realise that the impact on tariffs, particularly given the rollbacks announced, may not be as negative as originally anticipated.

Notwithstanding these dynamics, sentiment towards UK equities appears to be improving. The performance of the FTSE 100 has been strong despite outflows from UK-focused open-ended funds, implying buying has been driven by international investors and global funds. The Board is supportive of the portfolio managers, Stuart Widdowson and Ed Wielechowski using the investment company structure to take less liquid, but strategically valuable stakes in portfolio companies and being able to take a long-term, engaged investment approach which managers of open-ended funds are not able to do."

Stuart Widdowson

Fund Manager of Odyssean Investment Trust (OIT)

"The portfolio's focus on trend-exposed companies significantly impacted NAV per share, as many shares lacked fundamental support and traded at or below book value. In uncertain conditions, investor risk appetite declined, causing volatile share price movements driven more by short-term speculation than long-term outlooks.

Industrials remain the portfolio's largest sector exposure, particularly in B2B electronics. While delayed industrial market recovery has impacted performance, the portfolio holds strong, hard-to-replicate positions acquired below fair value, with potential for significant gains as markets recover.

In the environment we have endured through the past year, where small caps in particular have seen limited investor interest, we have been actively engaged with the portfolio to encourage companies to be as proactive as possible in driving their own destiny, through delivering on self-help and where appropriate crystallising value. The disposal of Elementis' Talc division announced post the period end is a good example of such a management-driven catalyst. It transforms the group's financial profile and, together with the announced buyback, has been welcomed by the investment community."

Press Enquiries

About Odyssean Investment Trust PLC

Odyssean Investment Trust PLC 'OIT' is a closed-ended investment trust that seeks to deliver attractive returns to its clients by investing in quality businesses and supporting them to deliver superior returns. To achieve this the Board has appointed Odyssean Capital LLP to manage the portfolio. OIT will remain a Small Registered UK AIFM, with NSM Funds (UK) Ltd. providing risk management support to the Board.

OIT invests in a concentrated portfolio of well-researched smaller companies, typically too small for inclusion in the FTSE 250. Constructive corporate engagement is a key part of the Portfolio Manager's approach, drawing on the investment team's lengthy and successful track record in this area. OIT has recently introduced formal ethical and sustainable investment restrictions, which augment our approach to engagement.

Financial Summary

# Alternative Performance Measures.

* Used by the Company as comparator, not a Benchmark. Source: Bloomberg.

Past performance is not a guide to future performance.

Chairman's Statement

Introduction

I am pleased to present the Annual Report and Financial Statements for Odyssean Investment Trust PLC ("OIT" or the "Company") covering the period from 1 April 2024 to 31 March 2025.

Performance

Over the period, the net asset value per share ('NAV per share') of your company fell by 10.7 % in another volatile period, whereas the broader market delivered a slightly negative return. It was very much a period of two distinct halves, with a strong performance to September transforming to a more difficult performance in the six months to March.

Despite the clear absolute and relative value of UK equities, particularly smaller quoted companies, broad investor sentiment in the asset class in which the Company invests remains subdued. Liquidity has been poor which has often exacerbated share price movements as well as hampered efficient price discovery. These market conditions are having a negative impact on general asset values, including those held by the Company. However, the closed ended nature of the Company is the ideal vehicle to help navigate these uncertain times and cope with the decline in liquidity and increased volatility of portfolio company shares.

The long term investment horizon of the strategy means that the portfolio is not driven by short term changes in the macro economic environment. Moreover, the low liquidity of portfolio companies means that changes in the portfolio positioning are made over many months rather than a few weeks or days. As a result of this, alongside the strategy being high conviction and concentrated, it's not unusual for the short term performance to vary materially from the broader market.

In the period under review, the concentration of the portfolio and the allocation towards more cyclical industrial companies has worked against short term performance. This has been irrespective of the fundamental and long term value offered by these investments. Uncertainties from the imposition of tariffs, with the direct and indirect impact on companies, aligned with a longer than expected destocking has weighed on some company valuations. Where good progress has been made in multi-year performance improvement plans, this has often not been rewarded by the market.

The Portfolio Manager stepped up its corporate engagement with portfolio companies as the year progressed. Although the impact of this engagement has yet to be reflected in share prices, the Board is hopeful that the efforts will bear fruit in the coming months.

Notwithstanding the difficult market conditions and shorter term performance, it is encouraging to see continued support for the Company and its differentiated investment strategy.

Discount and premium management

The share price has continued to broadly track in line with the NAV per share over the period, albeit with a little volatility. The Company's shares ended the period trading at 2.5% discount to the NAV.

The Company issued a total of 11.6m shares at a premium to NAV over the period, which meant that there was no dilution to existing shareholders. 6.5m of these were issued via a small placing in July, which was catalysed by a large buy order from a new shareholder. Since the period end and up to the date of this report, a further 0.7m shares have been issued at a premium to NAV.

Dividend

The Directors expect that returns for shareholders will be driven primarily by capital growth of the shares rather than dividend income.

Growth of the company

Given the recent market turmoil, the Company's NAV has dipped below £200m. However, the Board and the Portfolio Manager believe that there is substantial pent-up value in the portfolio which should lead to the Company's NAV growing back to the £200m mark comfortably, and potentially some way beyond in the medium term even without any further share issuance. The Board and the Portfolio Manager's primary objective remains growing the NAV per share over the long term.

They are both aware that there are benefits of the Company continuing to grow its absolute size through periodic and measured issuance of new shares, where this issuance is not dilutive to existing shareholders. The benefits of continuing to grow include but are not limited to a) having a broader base to spread fixed costs over and b) greater scale and a more diversified register probably driving improved daily liquidity in the secondary market, which helps reduce both the absolute discount over time but also its volatility.

The Board and the Portfolio Manager agree that the investment strategy is not infinitely scalable. However, both parties agree that there appears to be considerable room for the Company to grow before returns from the investment strategy risk being diminished, both through further investments into existing holdings as well as initiating a small handful of additional investments.

Outlook

Although the uncertainties driven by the tariff announcements have created market volatility, at the time of writing, it feels like markets are past the point of peak panic. It is particularly pleasing that the Company's discount has remained extremely narrow on all but the most volatile of days in early April 2025. This is testament to the work the Portfolio Manager and Cadarn Capital has done to diversify the shareholder base and communicate effectively with existing and potential shareholders.

Whilst the first part of the new financial year has been challenging, many of the share price moves of portfolio companies appear to have been driven on very low volumes, with the extent of price moves being amplified by low liquidity. After the initial "sell everything" knee jerk reaction, the market is beginning to realise that the impact on tariffs, particularly given the roll-backs announced, may not be as negative as originally anticipated. That said, uncertainty remains and until there is clarity on the direct and indirect impacts on companies, share prices of companies with international exposure are likely to remain depressed.

Notwithstanding these dynamics, sentiment towards UK equities appears to be improving. The strong performance of the FTSE 100 has been delivered despite outflows from UK-focused open ended funds, implying buying has been driven by international investors and global funds. It is unusual for UK large caps to outperform small and mid caps, and it bodes well for future absolute and relative performance of UK smaller companies, whose performance quite often lags rallies in their larger peers. Among the Company's portfolio, there remains a lot of value creation potential from strategic and operational initiatives. The Portfolio Manager has been working with portfolio company stakeholders intensively over the past few months to support initiatives to crystalise or highlight some of the potential upside of these initiatives. Elementis' disposal of its challenged Talc division, alongside an announced buyback, has been well received by the investment community and is a positive catalyst for value creation. The Board shares the view of the Portfolio Manager that these initiatives will augment any recovery in the NAV driven by improved market sentiment towards smaller companies in general.

Whilst some of the previous periods have seen considerable share price volatility amongst portfolio companies, the Board is supportive of the Portfolio Manager using the investment company structure to take less liquid, but strategically valuable stakes in portfolio companies - being able to take a long term investment approach which managers of open ended funds are not able to do. Over the next months and years the value of these stakes is likely to become more apparent and has the potential to grow the NAV per share meaningfully.

We continue to be grateful to the ongoing support and patience of shareholders during what has been a difficult period and look forward to what will hopefully be more fruitful and calmer periods in the next year or two.

Linda Wilding

Chairman

28 May 2025

Portfolio Manager's Report

The investment approach

Our investment approach applies the core elements of the private equity investment philosophy - highly focused, long-term, engaged 'ownership' style investment - to public markets. We believe that this approach creates a portfolio unlike that of many typical public equity funds and that, well executed, can offer attractive, differentiated, risk-adjusted returns.

- Highly concentrated portfolio: We look to build a highly concentrated portfolio of no more than 25 investee companies where we carry out intensive diligence, only investing behind our highest conviction ideas.

- Narrow focus: We are focused on smaller companies typically too small for inclusion in the FTSE 250 index. We believe this market is less efficient, offering more opportunities to find mis-pricings. Further, we believe the best investment decisions are made from a base of knowledge and experience, and we will make the majority of investments in industry sectors that we and our advisors, know well (TMT, Services, Industrials and Healthcare).

- Targeting long-term holding periods: We will evaluate each investment opportunity over a 3 to 5-year investment horizon. We have structured the portfolio to reflect this belief and do not intend to run any capital which is redeemable over short time periods. To think like an 'owner' of a business we believe your capital should behave like one too.

- Engaged investment style: We are engaged investors. We like investing in companies which, whilst good, are underperforming their potential and where we see the opportunity for constructive corporate engagement to unlock improved sustainable returns for all stakeholders.

The Company's investment objective is to deliver long term capital growth rather than outperform a specific index. Our differentiated investment approach, allied with our sector focus and the revised investment restrictions approved in January 2021, is likely to lead to periods of NAV per share performance materially different to those of the broader market. We fully anticipate this potential short-term performance variance and will focus on comparative investment performance on a rolling three-year basis.

The absolute return mentality of the strategy, allied with the desire to avoid being a forced seller, may lead to net cash balances being held over the long-term. We anticipate a core range of 5-15% over the long term. Net cash balances will not be used as an attempt to market time, but to enable us to invest where blocks of stock are available rather than being required to sell a less liquid holding on short notice.

Implementing the investment strategy

There are three key factors we look for when we analyse a potential investment;

1) a valuation opportunity;

2) in a higher-quality company; and

3) with improvement potential.

Our view is that buying at a fair price and supporting improved performance generates capital growth, while our quality filters mitigate losses in the event of unexpected headwinds.

Valuation

We look for two valuation factors in every investment. Firstly, what we refer to as "static valuation" - does the company trade at a discount to its current value? This is not only judged by traditional public market ratios. We also seek to model every company through the lens of a private equity buyer (of which we have considerable experience) as well as evaluating its attractiveness to strategic trade buyers.

Secondly, we are looking for companies which can grow their value over time - "dynamic valuation". We particularly look for situations where there are multiple, independent drivers of value creation present, and where management actions can unlock these. We believe seeking multiple value drivers makes an investment case more secure and less exposed to single areas of uncertainty or misjudgement.

Quality

We assess every potential investment against qualitative and quantitative quality criteria. The quality assessment is important to mitigate the risk of permanent capital destruction from investments which fail to achieve their value potential. In our experience, higher quality companies are more likely to maintain a minimum value through difficult times and are more able to attract high calibre management teams to rectify underperformance.

Improvement potential and engagement

We particularly like companies that are in some way underperforming relative to their potential, and where the current valuation does not price in the potential for improvement. Once invested, constructive corporate engagement can help to unlock value. Our mantra is to buy good businesses and sell excellent businesses. The spectrum of areas which can be improved is broad and includes operating performance, asset utilisation, overly complex business structures/organisation, strategic direction, poor M&A, investor relations, and governance and pay.

ESG in our investment process

We have historically focused on evaluating and engaging on corporate governance ("G") and financial performance as part of our investment process.

In January 2021, shareholders approved a change in the investment policy of the Company to implement negative screening of certain investments, deemed unethical and or involved in activities which were deemed unsustainable. These restrictions augment our approach to corporate engagement and provide clarity and certainty to investors and largely formalises the approach we have taken since we launched.

Our partnership with the specialist ESG data provider for smaller quoted companies, announced in December 2020, has enabled us to analyse all our portfolio companies ESG performance. Many of these companies are too small to have attracted ratings from the major ESG rating agencies.

This is in line with the pragmatic approach to E&S engagement given the more resource-constrained nature of smaller quoted companies. Our focus is on how boards approach sustainability, where the scope for improvement is, how progress is evaluated and how it is reported to investors. Our belief is that performing ahead of peers and market expectations on ESG should attract new shareholders, a higher rating and a lower cost of equity, all things which will drive enhanced returns and benefit the Company's shareholders.

Progress and performance in the past year

Whilst the events post the period end make the year to March 2025 seem a long time ago, it is worth reflecting on the year past. Global equities rose by c.5% in the year to March 2025. Despite the continued shunning of UK equities, and continued outflows from active UK equity funds, the UK All Cap returned more than double the return of global equities, with the largest 100 UK quoted companies returning almost 12%.

Further down the market cap spectrum, there was considerable divergence between index returns. UK mid caps were very slightly positive, AIM returns were around -6.5%, full list small caps returned more than 7%. The DNSC ex IC plus AIM Total Return Index (which we used as a comparator and not a benchmark) was marginally negative. The outperformance of the very largest UK quoted companies compared with the smallest is against the long term trend, whereby mid and small sized quoted UK companies have materially outperformed larger companies.

The Company's NAV per share fell by 10.7% over the period, with the significant variance to the market reflective of the underlying stock performances in the highly concentrated portfolio. It was a year of two halves, with the portfolio rising by almost 10% to the end of September, after which it experienced progressive declines in the last calendar quarter of 2024 and the first calendar quarter of 2025.

Liquidity was generally poor and risk appetite low for smaller companies. As a result, any news flow which was not positive was often punished by sharp share price moves. Entering into the autumn, there was a hope and expectation that industrial companies, of which the portfolio has considerable exposure, would begin to see underlying trading conditions become more favourable after a difficult year or two. However, as 2024 progressed, whilst there was the beginning of a pick-up in the long-awaited semiconductor equipment cycle, other industrial markets failed to see an improvement in demand and destocking continued for longer than had been expected.

Coming into calendar 2025, general economic sentiment did not improve as hoped. Moreover, despite his confidence, the incoming US president was unable to find a resolution to the Ukraine war within a few days of his inauguration. As a result, the hoped for rebound in earnings of cyclical companies in 2025 appears to have been pushed back yet again, other than where these companies have significant defence-related revenue streams. Moreover as calendar Q1 progressed in advance of "Liberation Day", companies began to guide more cautiously in anticipation of any tariff announcements and the potential second derivation impact on demand.

The portfolio's higher weighting towards companies exposed to these trends led to a disproportionate impact on the Company's NAV per share. There appeared to be little fundamental underpin to share prices, with a number trading at or below book value at the end of the period. As is so often the case in conditions of great uncertainty, investor risk appetite evaporates and share price movements can swing wildly on little news flow, being impacted by views of what may or may not occur in the next few weeks, rather than taking a longer term view.

The top three positive contributors to performance were Ascential, NCC, and Blackline Safety.

As detailed in the Interim Results, Ascential was taken over by Informa in the first half of the period.

Despite share price volatility over the period, NCC's shares returned more than 15% including dividends. The multi‑year performance improvement plan initiated more than two years ago seems to continue to be making good progress. The lower growth Escode division continues to deliver positive organic growth. Within the remaining cyber services businesses, the higher margin and higher visibility Managed Services activities continue to show strong double digit growth. However this performance continues to be masked by challenging trading conditions in the lower visibility Technical Assurance Services activities. During the period, NCC disposed of its non-core cryptographic division for mid-teens EV/EBITDA multiple, which has strengthened the balance sheet significantly to a point where it is in a slightly net cash position.

The position in Blackline Safety was initiated in June 2024, when we invested via a placing at C$4.05 per share. Blackline provides connected safety devices, both worn by individuals as well as larger, portable units. The company operates in an attractive global market which we believes grows above GDP. The company has developed industry leading technology in its hardware devices and associated software based monitoring platform, and is rapidly setting new industry standards. As a result the business is taking considerable market share and growing at around 30% per annum. More than 50% of revenues are derived from recurring software and monitoring services which have very high renewal rates. We invested at a forward EV/Sales of 2x which we believe was compelling given the growth rates and the quality and differentiation of the business. From purchase to the end of the period, the shares delivered a positive return of >60% in local currency.

The top three negative contributors to performance were XP Power, Stabilus and Essentra.

XP Power has suffered from a simultaneous de-rating as well as sales and earnings downgrades. The de-stocking of industrial and healthcare customers continued for at least six months longer than expected during the year. In addition, although the widely anticipated growth in orders from semiconductor equipment manufacturers from a very low ebb began in Q4 calendar 2024, the start and pace of recovery has been slower than hoped for. Although the end demand has not been what we had hoped it would be, we believe that the management has managed well what is within its control, achieving significantly ahead of what it had promised in late 2023 on operating cost savings and releasing cash from working capital. In early March 2025 the company chose to raise a modest amount of further equity to further strengthen the balance sheet given the uncertain market outlook. Whilst this was not anticipated, in retrospect this has probably proven to be a prudent decision. We continue to believe that the shares are pricing in an extraordinarily pessimistic view of its long term earnings potential and strategic value, as demonstrated by the hostile bid approach from its US peer Advanced Energy in May 2024 at a significant premium to the current share price.

Stabilus is the only portfolio company with significant exposure to the global automotive industry, providing gas springs and power mechatronic systems for opening tailgates/boots, bonnets and now doors, where it is the clear global market leader. The power mechatronic systems are growing significantly above overall vehicle production as they increase penetration across platforms. Around 50% of sales are to non-automotive markets, where automation of manufacturing is a key growth driver. Group sales are well balanced across geographies and the company is well invested. The company's shares de-rated significantly over the period due to concerns over end demand. The rating again implies an extremely pessimistic view of its future earnings potential.

Essentra is a mid-sized position in the portfolio, the company is a leading manufacturer and supplier of plastic and metal components for industrial end uses. The company is typically a very early cycle business - i.e. it tends to perform extremely well in the very early stages of volume recovery in general manufacturing. Although there remains a significant self-help opportunity to improve gross margins and structurally reduce costs, weaker than anticipated volumes and a lack of recovery in manufacturing activity in its key geographies led to a decent sized downgrade in early 2025. We continue to believe it is a high quality business model and should perform extremely well as and when the end market cycle turns. The company's valuation again assumes extreme pessimism about any eventual recovery.

Portfolio development

During the period £68m was invested into stock purchases. This level of investment was predominantly funded through realisations and investment income of £49m as well as cash inflows of £19m following the issuance of new shares. Overall net cash weighting decreased from 2.8% to 0.3% over the year and averaged 2% across the year.

Three new investments totalling £25m were made across the period. The largest of these investments was into Genus, a leading provider of genetics to the porcine and bovine markets. Secondly, a smaller weight position was initiated in the Canadian listed, but globally active B2B technology player Blackline Safety (as described above). When we invest in a business listed outside the UK we are highly selective, looking for extra comfort through backing a business model, or management team we know well. In the case of Blackline the group CEO has been known to us since 2005 and a business model combing B2B electronics hardware and recurring SaaS software is one we have seen many times before. The final new position is currently a smaller weight, but we see scope to scale it materially as we continue our diligence and if market prices remain attractive.

In total c.£43m was invested into existing positions. The most material of these was a further c.£12m investment into XP Power in part to support an equity fundraising (as described above). Significant further investments were also made into Essentra and Auction Technology Group as we scaled these relatively newer positions to their full target weightings. More broadly, further investments were also made into a number of positions on share price weakness where our due diligence suggested market reactions were overly severe and represented an attractive risk/reward opportunities.

Through the period we realised £49m from disposals and dividends. Three positions were fully exited raising c.£27m. The significant majority of proceeds from full realisations came from Ascential, where the group management team successfully delivered on a break-up of the group, selling two divisions, making a significant return to shareholders before the remaining business was itself acquired by Informa PLC. This drove a significant uplift in shareholder value with our investment in the group returning c.36% IRR across our c.2 year investment period.

Chemring was a smaller position in the portfolio which was also fully exited in the period. We first invested in Chemring in 2018 (shortly after the IPO of OIT) and actively rebalanced the position weighting on news flow and share price moves. With shares having performed particularly strongly through 2024, and seeing more attractive opportunities elsewhere, we fully exited after a c.6 year investment. Across this period our holding in delivered a c.20% IRR against a flat market.

A more disappointing outcome came from our holding in Videndum which was also fully exited in the period. The group was significantly challenged by the Hollywood writer's strike of 2023 as well as post covid de-stocking in its core end markets. With these headwinds being more severe and more prolonged than we anticipated, we became increasingly concerned about the strength of the balance sheet exiting the position at a loss, recycling capital into other names.

Throughout the period we continued to take profits from investments which performed well, recycling capital into new ideas or other existing positions which offered a more attractive balance of risk/reward. Material realisations were taken from Elementis, ATG, Genus and NCC all of which enjoyed periods of robust share price performance at times during the period.

Following this investment activity, industrials remains the largest sector exposure of the portfolio, with a significant portion of this exposure in the B2B electronics sector. Whilst this has potentially been a headwind to performance as the hoped for upturn in industrial markets has been delayed, we continue to believe we have built hard-to-replicate positions in a number of companies at prices significantly below fair value and where market recovery and self-help offer optionality for that value to scale materially in the medium term. As demonstrated by the reaction post Xaar's final results in March 2025, improving investor sentiment can drive a significant positive share price reaction when all sellers have been exhausted.

In the environment we have endured through the past year, where Small Caps in particular have seen limited investor interest, we have been actively engaged with the portfolio to encourage companies to be as proactive as possible in driving their own destiny, through delivering on self-help and where appropriate crystallising value.

Alongside this we have continued to engage actively on the more 'day to day' areas of corporate governance, investor relations and ESG disclosure. We continue to engage an external consultant to conduct a review of each of our investments against a proprietary ESG scoring system.

We use this to measure progress of the portfolio against ESG disclosure over time as well as an entry point for discussions with boards on these issues where appropriate. It remains pleasing to see ongoing improvements in these scores overtime.

Portfolio detail

At the end of the period under review, the portfolio comprised 16 companies.

Key updates through the period for each of our top 10 positions are detailed below:

NCC Group - Leading independent provider of software escrow services and cyber security consulting services

14% NAV

Sector: TMT

Performance in period

Through the year NCC continued to make progress on its transformation against a mixed market backdrop. Trading updates were broadly solid with the Cyber Security division demonstrating good gross margin progression on the back of improved utilisation, and a return to revenue growth with strong delivery in higher quality, recurring Managed Services revenue (up 40%+) offsetting ongoing softer markets for more transactional Technical Assurance Services. The group's Escode division which provides software escrow services continued its recent track record of steady single digit growth. An update from the company late in 2024 flagged that macro-economic uncertainty was driving a lengthening of sales cycles in cyber services. Whilst new business quotations remained strong (near record levels), growth outlook for 2025 was reduced due to customer decision making being delayed.

Outlook

Despite weakness in demand in some of its end markets, we believe NCC is making good progress on its transformation and remains significantly undervalued. The new management team have demonstrated their ability to transform the operations of the cyber consulting division. Consultant numbers have been right-sized driving improved utilisation, an offshore delivery centre has been set up supporting lower cost delivery and revenue mix is being shifted to higher quality areas. Management's ambitions to return this division to mid-teens margin and growth is credible in improved end markets. The group continues to trade at a very significant discount to our view of its sum-of-the-parts value and with each division of the group likely highly attractive to a range of buyers we do not see this situation as sustainable.

Elementis - Leading producer of specialty chemicals focused on personal care, talc and coatings markets.

12% NAV

Sector: Industrials

Performance in period

Elementis delivered a solid trading performance through the year, upgrades at the H1 results were followed by a slight beat at full year. Key trends through the year were revenue growth led by strong performance in Personal Care and Coatings divisions (new product sales and pricing power) offset by weakness in the more troubled Talc division (challenged end markets). Margins improved, supported by delivery of self-help cost actions of $18m in 2024 and a further $12m expected in 2025. In August the group announced a strategic review of its Talc business with disposal a likely outcome. In addition, significant shareholder engagement (which we supported) resulted in two new directors joining the board including Christopher Mills of our business partner Harwood Capital with a clear mandate to improve shareholder value.

Outlook

Elementis has traded solidly through the year but we still see significant value from here. In our view its shares undervalue the profitability potential the group has from its unique owned mineral resources (notably hectorite) and discount any potential recovery in volumes. The disposal of the lower quality Talc business announced post the period end, and the associated buyback is a material positive catalyst for value creation. We believe that the remaining Elementis businesses have much superior financial characteristics worthy of a significant re-rating. If the shares do not re-rate to fair value, with the perceived "poison pill" of the Talc division removed, the business looks extremely vulnerable to approaches from trade acquirers.

XP Power - Leading manufacturer of power supplies and power converters

11% NAV

Sector: Industrials

Performance in period

XP trading results in the year were broadly in-line with expectations in tough markets. Through FY24 revenues fell c.20% driven by de-stocking in industrial and medical end markets and the semiconductor market working through the bottom of the cycle. Against this backdrop the company managed costs well, maintaining gross margin and saw strong working capital management to reduce net debt. The end of the year saw some improving signs, with orders improving led by the semiconductor market but significant uncertainty on outlook for 2025 remained. This combined with a negative outcome to a US litigation along with US restrictions on semiconductor exports to China led the group to complete a £40m equity raise in March. We saw this as prudent and supported the raise.

Outlook

XPP shares have suffered through the period with the soft end markets persisting longer than expected and the decision to raise equity again to strengthen the balance sheet. We believe the recent equity raise now seems prudent with hindsight as it has de-risked the balance sheet leaving the group well positioned to benefit when end markets recover. Fundamentally, XP is a leader in markets that grow across the cycle, and they will recover from their current low point. We understand that new platform wins have been strong and should begin to impact sales during 2026/7, hopefully amplifying any cyclical recovery. XP shares currently trade on roughly half their average long term EV/Sales rating and have historically shown sharp re-ratings on a market recovery suggesting significant value potential. The fundamental value of XP was further demonstrated by the bid approach from US peer Advanced Energy in May 24 at a level equivalent to over twice the current share price.

Xaar - Leading independent designer and manufacturer of industrial inkjet printheads

9% NAV

Sector: Industrials

Performance in period

Xaar full year results confirmed a tough year for the business, but saw positive underlying trends and strong progress on significant mid-term opportunities. Revenues fell through the year largely driven by ongoing declines in legacy ceramic printing markets where the ongoing weakness in China remains a headwind. Looking through this however, growth in newer markets was strong (up 23%) with these now accounting for the majority of group revenue. More excitingly, the group continues to make progress on significant mid-term opportunities notably in inkjet printing for EV batteries, automotive paint shops and 3D printing. In each of these, OEM (Original Equipment Manufacturers) relationships have been agreed and working machines are in the market. We see the scope for each of these to potentially be transformative for the company's financials in the coming years.

Outlook

We remain excited by the medium term prospects for Xaar with our conviction in the opportunity growing through the year. As flagged above, the company has made significant progress on developing potentially material new product areas which have the opportunity to scale significantly. While the exact ramp up of these areas remains uncertain, they are increasingly tangible and close and we believe are materially undervalued at the current share price. The company has considerable IP for which there appear to be multiple exciting new potential commercial applications.

Genus - Leading global provider of genetics and related services to global porcine and bovine sectors

9% NAV

Sector: Healthcare

Performance in period

Genus saw improving trading through the period, upgrading expectations early in 2025. The group saw improving volumes in its porcine business (up 9% in H1 FY25) and improving margins in the bovine business supported by delivery of material cost out plans. Looking forward, the group noted good sign up of new porcine customers in China, flagged further cost improvement to come in its bovine business and noted ongoing progress on regulatory approval of a new disease resistant pig genetic line ('PRP') which has the potential to materially grow group revenues.

Outlook

We see many drivers to equity value growth at Genus. We believe the Porcine business should grow volume outside of China at mid-to-high single digits across the cycle and we think recent results show that the end markets are coming off cyclical lows. The bovine business has significant potential for further margin improvement as further cost out is delivered. There are further break out growth opportunities through success in gaining material share in Porcine in China or successful delivery of the new disease resistant pig. Shares today in our view reflect little of this potential, trade materially below our view of sum-of-the-parts value based on recent comparable transactions and we note significant private equity activity in the sector. We do not see a high quality market leader in this attractive niche trading at such a discount to fair value as a sustainable situation.

Gooch & Housego - Manufacturer of photonics solutions for a variety of industrial end markets

8% NAV

Sector: Industrials

Performance in period

Gooch's trading updates through the period showed markets remained subdued but with an improving outlook. Following downgrades in mid-year on supply chain/third-party delays, Gooch subsequently delivered in-line updates showing flat revenues - with growth in life sciences and A&D end markets offsetting ongoing de-stocking in industrials. Looking forward, the group noted a strong orderbook giving good visibility into 2025 as well as material opportunities to improve margin as management deliver on their self-help improvement plan. The group also continued to be reshaped through the disposal of non-core operations and accretive bolt-on M&A.

Outlook

Gooch appears to be progressing well. The group's end markets appear near a bottom, or in the case of defence have turned, offering an improving backdrop, and a manufacturing footprint spread across the UK and US means it is well insulated from possible tariff disruption. The management team are making progress on the key levers of their improvement plan notably driving efficiency through manufacturing operations and reshaping of the group though M&A. We see good prospects that the group delivers strong organic growth over the medium term and delivers on its ambition to drive a 700-800bps improvement in margins. The group today trades significantly below long run ratings and at half the level at which a key UK peer was recently acquired by a large US trade player. Any normalisation of these discounts suggests significant potential upside to shares.

James Fisher and Sons plc - Leading global provider of a range of niche marine services to renewable, energy and defence sectors

6% NAV

Sector: Services

Performance in period

James Fisher has seen a further year of delivery and transformation. Trading updates were delivered broadly in-line with expectations, but more important was the progress on the group's turnaround journey. Firstly, the group has seen a de-risking of its balance sheet with non-core disposals allowing significant pay down of debt and subsequent re‑financing. Leverage is now at management target levels of below 1.5x. Alongside this, the group has refreshed its senior team and begun the self-help program of cost savings through better integrating a distributed group of businesses and implementing best practices across supply chain and procurement. The group gave a positive outlook for FY25 with end markets remaining supportive and notably seeing progress in a number of key new product areas in its defence division.

Outlook

James Fisher has completed the first stage of its transformation. With the balance sheet fixed and the team now in place, attention shifts to the next phase where focus is on driving margins from current levels of c.5% to management targets of 10% and beyond. The team have set out a clear plan to deliver this, and we look forward to seeing progress in the coming year. Alongside the margin progression we see the group's end markets as remaining supportive and we are particularly excited by emerging new product wins in the defence division which we believe have the potential to transform this historically more challenged part of the business. The shares today trade below book value. For a growing business with ambitions to generate 15% ROCE we view this as a material mis-valuation with significant upside.

Spire Healthcare - Leading provider of private hospital and primary care services in the UK

5% NAV

Sector: Healthcare

Performance in period

Spire delivered solid performance through 2024, delivering 6% revenue growth driven by PMI and NHS patients offsetting weaker performance in self-pay. Margins expanded in the hospital business as the group outperformed on its targeted self-help cost savings, delivering £20m vs. an original £15m target for 2024. Looking forward, the group flagged that National Insurance / Minimum wage rises alongside mix and energy costs would drive a c£20m impact on FY25 performance. Management flagged that they had identified additional cost savings that would offset these by 2027. Despite this share fell sharply on the news.

Outlook

The impact of government changes to NI and minimum wage is a disappointing short term headwind for Spire, but looking through this, we continue to see a team driving significant progress in a market with attractive dynamics. High NHS waiting lists continue to support strong demand for private healthcare (and strong demand from the NHS for access to private providers to reduce these waiting lists), with its revenue spread between patient types Spire is well placed to benefit as this situation evolves. Despite the near term cost increases, the Spire team have shown themselves capable of delivering material efficiencies across the group and have rapidly identified savings to offset the unexpected regulatory changes. As these are delivered we see a strong earnings growth story going forward, which we expect to be complimented by continued M&A as Spire builds out its small but rapidly growing primary care offer. Shares today trade c.25% below the level of the failed bid from peer Ramsay Hospitals in 2021, despite Spire having doubled EBIT in the intervening years. We view the group as vulnerable at current levels.

Dialight - Global leader in LED lighting for hazardous and industrial environments

5% NAV

Sector: Industrials

Performance in period

Dialight's trading performance through the year has been strong as management begin to deliver on the group's transformation plan. FY25 results are expected to be ahead of market expectations with improvements in profitability as the group began to benefit from improved cost and pricing discipline. Alongside this management re-confirmed their belief that once the transformation is complete the group should generate c.15% margins vs. c.2% today. The other key news through the year was that following the initial announcement of an unfavourable outcome to a long running US litigation, Dialight managed to agree acceptable settlement terms with its counterparty with a payment of the liability spread over the next 3 years allowing them to be covered from group cash flow.

Outlook

We believe Dialight is making good progress on its turnaround. The new team are progressing on rebuilding the groups production, commercial and central functions which will enable delivery on 15% margin ambitions supported by some revenue recovery. Whilst current tariff uncertainty may impact end market demand in the short term, we view Dialight as likely suffering limited direct impact with its operations in Mexico tariff free for shipping into the US under current proposals. We believe that once the transformation is complete the group will be highly attractive to a range of trade acquirors - the current valuation of sub 0.5x EV/sales does not reflect this potential.

ATG - Leading provider of online marketplaces for Arts & Antiques and Industrial & Commercial products

5% NAV

Sector: TMT

Performance in period

Following a downgrade in outlook early in the period, ATG's results through the rest of the year were solid showing improving performance into the second half of their FY24. The group's end markets showed stabilisation through the year and ATG continued to deliver good progress on driving value added services (marketing, payments and shipping) which increase the take rate on every transaction ATG facilitates. The group continued to demonstrate its highly profitable and cash generative business model with EBITDA margins of 46% in FY24 and 80%+ cash conversion.

Outlook

While end markets for Arts & Antiques and second hand Industrial & Commercial equipment have transitioned through the post covid normalisation, ATG has delivered well on the factors within its control. The group has seen success of the initial roll out of its value added services which can scale revenue materially at high profit drop through, and we continue to see significant further scope for these to scale. While end markets have been tough, we see recent stabilisation through 2024 and the start of 2025 as providing a more supportive environment for the group to see an acceleration in revenue growth going forward. With leading positions in large markets and a highly scalable business model we see ATG as a valuable platform with an exciting equity story going forward.

The remaining 6 investments represent between c.1% and c.4% of NAV each. These are spread across our core focus sectors and all offer scope to scale, subject to further due diligence and pricing remaining attractive.

Outlook

Reverberations across financial markets still continue after the tariffs announced by the USA in early April 2025. We quickly analysed the impacts across our portfolio companies and concluded that the direct risk of the proposed tariffs was low. In the vast majority of cases, portfolio companies which could have been caught up by tariffs are either insulated, due to "local for local" manufacturing, or they manufacture in areas where there are exemptions. Moreover, we assessed that portfolio companies are not at a competitive disadvantage on balance to their competitors.

The indirect impacts are less clear. Trading updates from our portfolio companies and their peers do not indicate any change in customer behaviour yet. However, portfolio companies are mindful that this may change as the potential impacts of supply chain dislocations feed through during the second calendar quarter.

In our view it is likely that the momentum of the US making deals with partners will continue, with deals having been consummated with many countries by the autumn. Equally, we believe that peak pessimism was reached in the week after tariffs were announced.

8 out of the top 10 holdings have been quoted for more than 20 years. Of these 8, Elementis is a very different business in nature compared with 20 years ago. Excluding Elementis, the Enterprise Value to Sales ratio of the remaining 7 top 10 companies dropped to a 20 year low in early April 2025, even lower than the trough valuation during the Global Financial Crisis. This was indicative of extreme risk aversion - and notably there was very limited volume traded.

Since then, markets appear to be climbing the preverbal "wall of worry". As conditions normalise, we believe that the industrial technology portfolio holdings will continue to regain ground. We believe that they were inexpensively priced coming into this year, and during early April were trading at extremely distressed pricing, very dislocated from fair value. As sentiment improves towards these holdings, low levels of liquidity and tight shareholder bases mean that there could be a sharp recovery in pricing.

The portfolio is little changed over the past year, and reflects our view that we wish to be invested in companies with international exposure and typically niche market leading positions. Whilst this has been difficult for relative and absolute performance in the period, we continue to believe that our strategy will generate superior long term returns than focusing on companies with consumer and domestic cyclical exposure. The choices made by the incoming government in our view have not been conducive to supporting growth in the private sector. Overall UK economic growth continues to be downgraded and has decelerated. Stripping out the growth in public sector spending overall private sector growth is probably negative. We also suspect private sector GDP per capita has declined even further. Absent fiscal and energy policy change, we believe that this backdrop is not conducive to investing in domestic cyclical companies exposed to the UK consumer.

As well as seeking out internationally exposed companies due to their revenues and growth opportunities being more varied, we also believe that these companies are trading at significant discounts to their international peers. We believe that this means that prolonged undervaluation of these companies has more chance of being remedied through M&A than pure domestically-focused consumer companies, where the suitors tend to be more limited and more financially rather than strategically driven.

Our hope is that many of our portfolio companies benefit from sentiment improving towards small and mid cap quoted UK companies, and remain public companies. It seems to us that the distressed sales by UK focused quoted fund managers is past us.

A benefit of the market reaction to the imposition of tariffs by the USA has been that it has led to market commentators finally considering alternatives to investing in large US tech stocks, which have driven much of US and global equity returns over the past few years. Although European equities have seemed to be the first beneficiary of this, there is evidence that UK equities are attracting more interest from international equity investors.

Whilst international capital appears to have been flowing into UK large caps so far (with UK large caps unusually outperforming small and mid caps), it has seemingly yet to percolate down into UK small and mid cap stocks. If history is any guide to the future, this will happen and could catalyse some quite material moves in share prices.

We are acutely aware that the last year has seen the NAV not make the progress that we strive for over the long term. However, we are confident that better times lie ahead due to a combination of the following reasons:

- Valuations at almost crisis levels;

- Investor re-assessment of UK equities;

- Interest rates being cut;

- Investor sentiment shifting back in favour of sectors we have exposure to;

- Catalysts starting to be delivered at portfolio companies, such as the recently announced disposal of Elementis' Talc division.

In addition to strategic and operational catalysts starting to bear fruit at portfolio companies, a combination of lower interest rates and tariff certainty has the potential to rekindle M&A activity.

We thank shareholders for their patience and are confident that the considerable value we see in the portfolio will start to be recognised by either the stock market or alternatively strategic acquirers.

Stuart Widdowson & Ed Wielechowski

Odyssean Capital LLP

28 May 2025

Portfolio of Investments

as at 31 March 2025

* Other equity investments include six investments, each represents between 1.1% and 3.9% of NAV. These are spread across our core focus sectors and all offer scope to scale, subject to further due diligence and pricing remaining attractive.

Business Review

The Strategic Report contains a review of the Company's business model and strategy, an analysis of its performance during the financial year ended 31 March 2025 and its future developments and details of the principal risks and challenges it faces. In particular, the Chairman's Statement and the Portfolio Manager's Report concentrate on the outlook for the current year and the factors likely to affect the position of the business. The Strategic Report has been prepared solely to provide information to shareholders to enable them to assess how the Directors have performed their duty to promote the success of the Company.

The Strategic Report contains certain forward-looking statements. These statements are made by the Directors in good faith based on the information available to them up to the date of this report and such statements should be treated with caution due to the inherent uncertainties, including both economic and business risk factors, underlying any such forward-looking information.

Further information on how the Directors have discharged their duty under Section 172 of the Companies Act 2006 can be found in the Section 172 Statement.

Business model

Status of the Company

The Company was incorporated on 21 December 2017 and the IPO took place on 1 May 2018. It is registered in England and Wales as a public limited company and is an investment company within the terms of section 833 of the Companies Act 2006. The principal activity of the Company is to carry on business as an investment trust. The Company has been approved by HM Revenue & Customs as an authorised investment trust under sections 1158 and 1159 of the Corporation Tax Act 2010, subject to there being no subsequent serious breaches of regulations. In the opinion of the Directors, the Company is directing its affairs so as to enable it to continue to qualify for such approval.

The Company's shares have a listing in the closed-ended investment funds segment of the Official List of the FCA and trade on the London Stock Exchange's main market for listed securities.

The Company is a member of the AIC, a trade body which promotes investment companies and also develops best practice for its members.

Strategy for the year ended 31 March 2025 and Strategic Review

Throughout the year ended 31 March 2025, the Company continued to operate as an approved investment trust, following its investment objective and policy.

During the year, the Board made all strategic decisions for the Company. Odyssean Capital LLP and, until 25 January 2025, Frostrow Capital LLP undertook all strategic and administrative activities on behalf of the Board, which retained overall responsibility. In accordance with the Fund Services Agreement signed on 1 December 2025, and following a handover period, Frostrow Capital LLP was replaced as Company Secretary and Administrator by NSM Funds (UK) Limited ("NSM") and Investor Relations Adviser by Cadarn Capital Limited ("Cadarn").

Purpose

The purpose of the Company is to achieve predominantly capital growth in our shareholders' wealth over time. It aims to achieve this by using its closed-ended structure to invest in a concentrated number of less liquid, higher- quality smaller quoted companies, which the Portfolio Manager believes are undervalued and could be generating higher returns for their shareholders. The long-term nature of the Company's capital enables the Portfolio Manager to undertake constructive corporate engagement with the underlying portfolio companies and their stakeholders, on financial and operating performance, strategy and sustainability, specifically ESG practices.

Sustainable improvement in a smaller quoted company's financial and operational performance, and ESG practices, not only benefit the shareholders of the Company, but also the shareholders and stakeholders in the underlying portfolio companies.

Investment objective

The investment objective of the Company is to achieve attractive total returns per share principally through capital growth over a long-term period.

Investment policy

The Company's full investment policy is set out in the Annual Report and Financial Statements and contains information on the policies which the Company follows, including in relation to borrowings, derivatives, hedging as well as ethical and sustainability investment restrictions. The Company invests primarily in smaller company equities quoted on markets operated by the London Stock Exchange, where the Portfolio Manager believes the securities are trading below intrinsic value and where this value can be increased through strategic, operational, management and/or financial initiatives.

Any material change to the Company's investment policy would require the approval of shareholders by way of an ordinary resolution at a general meeting and the approval of the FCA. Non-material changes to the investment policy may be approved by the Board.

Portfolio analysis

A detailed review of how the Company's assets have been invested is contained in the Chairman's Statement and the Portfolio Manager's Report on pages. A list of the Company's investments is contained in the Portfolio of Investments section..

Dividend Policy

It is the Company's policy to pursue attractive total returns principally through growth over the long term. The Company will comply with the investment trust rules regarding distributable income, which require investment trusts to retain no more than 15% of their investment income each year. The Company will only pay the minimum dividend required to maintain investment trust status. No dividend will be proposed for the year ended 31 March 2025.

The Board

The Board of the Company comprises Linda Wilding (Chairman), Arabella Cecil, Peter Hewitt, Richard King and Neil Mahapatra, all of whom are independent non-executive Directors and served during the whole year under review and up to the date of signing the report. All Directors, other than Arabella Cecil, who is retiring, will stand for re‑election at the forthcoming Annual General Meeting. Further information on the Directors can be found in the Annual Report and Financial Statements..

Board Focus and Responsibilities

With the day to day management of the Company outsourced to service providers the Board's primary focus at each Board meeting is reviewing the investment performance and associated matters, such as, inter alia, future outlook and strategy, gearing, asset allocation, investor relations, marketing, and industry issues.

In line with its primary focus, the Board retains responsibility for all the key elements of the Company's strategy and business model, including:

● Investment Objective and Policy, incorporating the investment guidelines and limits, and changes to these;

● whether the Portfolio Manager should be authorised to gear the portfolio up to a pre-determined limit;

● review of performance against the Company's key performance indicators ("KPIs");

● review of the performance and continuing appointment of service providers; and

● maintenance of an effective system of oversight, risk management and corporate governance.

Details of the principal KPIs, along with details of the principal risks, and how they are managed, are given in the Key Performance Indicators section.

Section 172 statement

Overview

The Directors' overarching duty is to act in good faith and in a way that is the most likely to promote the success of the Company as set out in Section 172 of the Companies Act 2006. In doing so, Directors must take into consideration the interests of the various stakeholders of the Company, the impact the Company has on the community and the environment, take a long-term view on consequences of the decisions they make as well as aim to maintaining a reputation for high standards of business conduct and fair treatment between the members of the Company.

Fulfilling this duty naturally supports the Company in achieving its investment objective and helps to ensure that all decisions are made in a responsible and sustainable way. In accordance with the requirements of the Companies (Miscellaneous Reporting) Regulations 2018, the Company explains how the Directors have discharged their duty under Section 172 below.

To ensure that the Directors are aware of, and understand, their duties they are provided with the pertinent information when they first join the Board as well as receiving regular and ongoing updates and training on the relevant matters. Induction and access to training is provided for new Directors. They also have continued access to the advice and services of the Company Secretary, and when deemed necessary, the Directors can seek independent professional advice. The schedule of Matters Reserved for the Board, as well as the Terms of Reference of its committees are reviewed on an annual basis and further describe Directors' responsibilities and obligations and include any statutory and regulatory duties. The Audit Committee has the responsibility for the ongoing review of the Company's risk management systems and internal controls and, to the extent that they are applicable, risks related to the matters set out in Section 172 are included in the Company's risk register and are subject to periodic and regular reviews and monitoring.

Stakeholders

A company's stakeholders are normally considered to comprise its shareholders, its employees, its customers, its suppliers as well as the wider community in which the company operates and impacts. The Company is different in that as an investment trust it has no employees and, significantly, its customers are synonymous with its shareholders. In terms of suppliers, the Company receives professional services from a number of different providers, principal among them being the Portfolio Manager. The Board believes that the wider community in which the Company operates encompasses its portfolio of investee companies and the communities in which they operate.

Details of how the Board considers the needs and priorities of the Company's stakeholders and how these are taken into account during all its discussions and as part of its decision-making are detailed below. All discussions involve careful considerations of the longer- term consequences of any decisions and their implications for stakeholders.

The above mechanisms for engaging with stakeholders are kept under review by the Directors and are discussed on a regular basis at Board meetings to ensure that they remain effective.

Key topics of engagement with stakeholders and outcomes

Culture

The Directors agree that establishing and maintaining a healthy corporate culture among the Board and in its interaction with the Portfolio Manager, shareholders and other stakeholders supports the delivery of the Company's goals. The Board seeks to promote a culture of openness, debate and integrity through ongoing dialogue and engagement with its service providers, principally, the Portfolio Manager.

The Board strives to ensure that its culture is in line with the Company's purpose, values and strategy. As detailed in the Corporate Governance Statement, the Company has a number of policies and procedures in place to assist with maintaining a culture of good governance including those relating to diversity, Directors' conflicts of interest and Directors' dealings in the Company's shares. The Board assesses and monitors compliance with these policies as well as the general culture of the Board through Board meetings and in particular, during the annual evaluation process which is undertaken by each Director.

The Board is cognisant of the nature of companies that the Company invests in and notes that their performance could fluctuate while the Portfolio Manager actively engages with them. This requires a culture of patience from the Board, supported by an orderly, disciplined investment management process by the Portfolio Manager. The Board pays particular attention to Odyssean Capital's corporate engagement initiatives and proxy voting policies. Additional information on the Board's approach to ESG matters is detailed in the Annual Report and Financial Statements.

The Board seeks to appoint the best possible service providers and evaluates their remit, performance and cost effectiveness on a regular basis. The Board considers the culture of the Portfolio Manager and other service providers, including their policies, practices and behaviour, through regular reporting from these stakeholders and, in particular, during the annual review of the performance and continuing appointment of all service providers through its Management Engagement Committee.

Responsible and Sustainable Investing

It is the Board's view that, in order to achieve long-term success, companies need to maintain high standards of corporate governance and corporate responsibility. More information is given in the Portfolio Manager's Report.

* Alternative Performance Measures.

Climate Change

The risks associated with climate change represent an increasingly important issue and the Board and the Portfolio Manager are aware that the transition to a low-carbon economy will affect all businesses, irrespective of their size, sector or geographic location. Therefore, no company's revenues are immune and the assessment of such risks must be considered within any effective investment approach. Further details of the risks related to climate change are detailed in the Company's principal risks and uncertainties.

Key Performance Indicators ("KPIs")

At each Board meeting, the Directors consider several performance measures to assess the Company's success in achieving its objective. The KPIs used to measure the progress and performance of the Company over time are established industry measures. These are as follows:

Net asset value total return*

The NAV per share at 31 March 2025 was 137.9 p, compared to 154.4p per share at the end of the previous year, a decrease of 10.7% (2024: a decrease of 3.7%). The NAV total return since the launch of the Company on 1 May 2018 to 31 March 2025 was 37.9% (to 31 March 2024: 54.4%). The total return of the DNSC ex IC plus AIM Total Return Index was -0.4% (to 31 March 2024: +3.0%) for the same period.

A full description of the Company's performance for the year ended 31 March 2025 can be found in the Portfolio Manager's Report.

Share price total return*

The Company's share price at the previous year end was 155.5p and decreased to 134.5p as at 31 March 2025, resulting in a return of -13.5% (2024: -5.2%) during the year.

Share price premium/discount to NAV per share*

The share price premium to NAV per share changed from 0.7% at the previous year end to a discount of 2.45% as at 31 March 2025. During the year ended 31 March 2025, the shares traded at an average premium to NAV per share of 0.62% (2024: 1.4%).

Revenue return per share

In the year to 31 March 2025, the Company made a revenue return of -0.4p per share (2024: -0.4p per share).

Ongoing charges*

The Company's ongoing charges figure for the year ended 31 March 2025 was 1.47% (2024: 1.48%).

Management Arrangements - Portfolio Manager

The Company is an internally managed investment company for the purposes of the UK's Alternative Investment Fund Managers Directive and is its own alternative investment fund manager. The Board is therefore responsible for the portfolio management and risk management functions of the Company.

Pursuant to the terms of the Portfolio Management Agreement, the Board has delegated responsibility for discretionary portfolio management functions to Odyssean Capital LLP as Portfolio Manager, subject always to the overall supervision and control by the Board.

The Company may terminate the Portfolio Management Agreement by giving the Portfolio Manager not less than six months' prior written notice. The Portfolio Manager may terminate the Portfolio Management Agreement by giving the Company not less than six months' prior written notice.

Management Fee

The Portfolio Manager is entitled to receive an annual management fee equal to the lower of: (i) 1% of the NAV (calculated before deduction of any accrued but unpaid management fee and any performance fee) per annum; or (ii) 1% per annum of the Company's market capitalisation. The annual management fee is calculated and accrues daily and is payable quarterly in arrears.

The Portfolio Manager is also entitled to reimbursement for all costs and expenses properly incurred by it in the performance of its duties under the Portfolio Management Agreement.

Performance Fee

In addition, the Portfolio Manager is entitled to a performance fee in certain circumstances.

The Company's performance is measured over rolling three-year periods ending on 31 March each year (each a "Performance Period"), by comparing the NAV total return per ordinary share over a Performance Period against the total return performance of the DNSC ex IC plus AIM Total Return Index (the "Comparator Index"). The first Performance Period ran from IPO to 31 March 2021.

A Performance Fee is payable if the NAV per ordinary share at the end of the relevant Performance Period adjusted to: (i) add back the aggregate value of any dividends per ordinary share paid (or accounted as paid for the purposes of calculating the NAV) to shareholders during the relevant Performance Period; and (ii) exclude any accrual for unpaid Performance Fee accrued in relation to the relevant Performance Period) (the "NAV Total Return per Share") exceeds both:

i) the NAV per ordinary share on the first business day of a Performance Period; in each case as adjusted by the aggregate amount of (i) the total return on the Comparator Index (expressed as a percentage); and (ii) 1% per annum over the relevant Performance Period (the "Target NAV per Share");

ii) the highest previously recorded NAV per share as at the end of the relevant Performance Period in respect of which a Performance Fee was last paid (the "High‑Water Mark"); and

iii) with any resulting excess amount being known as the "Excess Amount".

The Portfolio Manager will be entitled to 10% of the Excess Amount multiplied by the time weighted average number of ordinary shares in issue during the relevant Performance Period to which the calculation date relates. The Performance Fee will accrue daily.

Payment of a Performance Fee that has been earned will be deferred to the extent that the amount payable exceeds 1.75% per annum of the NAV at the end of the relevant Performance Period (amounts deferred will be payable when, and to the extent that, following any later Performance Period(s) with respect to which a Performance Fee is payable, it is possible to pay the deferred amounts without causing that cap to be exceeded or the relevant NAV total return per share to fall below both the relevant target NAV per share and the relevant High-Water Mark for such Performance Period, with any amount not paid being retained and carried forward).

Subject at all times to compliance with relevant regulatory and tax requirements, any performance fee paid or payable shall be satisfied in cash and the Portfolio Manager shall, as soon as reasonably practicable following receipt of such payment, use 50% of such performance fee payment to make market purchases of ordinary shares (rounded down to the nearest whole number of ordinary shares) within four months of the date of the performance fee payment as a collective group rather than as individuals. The collective group includes Ian Armitage, Harwood Capital Management Limited, Stuart Widdowson and Ed Wielechowski.

Each such tranche of shares acquired by the Portfolio Manager will be subject to a lock-up undertaking for a period of three years post issuance or acquisition (subject to customary exceptions).

At no time shall the Portfolio Manager (and/or any persons deemed to be acting in concert with it for the purposes of the Takeover Code) be obliged, in the absence of a relevant whitewash resolution having been passed in accordance with the Takeover Code, to receive, or acquire, further ordinary shares where to do so would trigger a requirement to make a mandatory offer pursuant to Rule 9 of the Takeover Code. Where any restriction exists on the issuance of further ordinary shares to the Portfolio Manager, the relevant amount of the Performance Fee may be paid in cash.

Based on the performance of the Company to 31 March 2025, no performance fee has been accrued in respect of the year ended 31 March 2025 (2024: no performance fee).

Administrator, Company Secretary, Investor Relations Adviser

During the year and following the resignation by Frostrow of its services, the Company undertook a competitive review for its services for Administrator, Company Secretary and Investor Relations. In accordance with the Fund Services Agreement signed on 1 December 2024, and following a handover period, Frostrow was replaced as Company Secretary and Administrator by NSM and Investor Relations Adviser by Cadarn.

An annual administration and management services fee of 22.5 basis points of the market capitalisation of the Company up to (but not including) £150 million, charged monthly in arrears, is payable. The fees will reduce from 22.5 basis points to 20 basis points on market capitalization of the Company in excess of £150 million in size up to and including £300 million, to 17.5 basis points on market capitalisation in excess of £300 million, and to 15 basis points on market capitalisation in excess of £500 million. The agreement may be terminated by either party on six months' written notice.

Custodian

CACEIS Bank, UK Branch ("Caceis") has been appointed as the Company's custodian, pursuant to an original agreement between the Company and RBC Investor Services Trust ("RBC") dated 22 March 2018. Following acquisition of RBC by Caceis in 2023, migration of accounts from RBC to Caceis was completed in March 2024. Caceis is responsible for, inter alia, the safekeeping and custody of the Company's assets, investments and cash, processing transactions and foreign exchange services, if necessary. The Company and the Custodian may terminate the Custody Agreement with 90 days' written notice.

Portfolio Manager Evaluation and Continuing Appointment

The Board keeps the ongoing performance of the Portfolio Manager under continual review and the Management Engagement Committee conducts an annual appraisal of the Portfolio Manager's performance and makes a recommendation to the Board about the continuing appointment of the Portfolio Manager.

The Management Engagement Committee has reviewed Odyssean Capital's performance, with respect to its provision of portfolio management and other services. Due consideration was given to the quality and continuity of its personnel, succession planning and investment processes. Alongside the performance review, the Committee completed an appraisal of the terms of the Portfolio Management Agreement to ensure that the terms remained competitive and in the interest of the Company. The Portfolio Manager has executed the investment strategy according to the Board's expectations and it is the opinion of the Directors that the continuing appointment of the Portfolio Manager on the terms agreed is in the best interests of shareholders as a whole.

Company Promotion

The Company has appointed Cadarn to promote the Company's shares to professional investors in the UK, the Channel Islands and Ireland. As investment company specialists, the Cadarn team provides a continuous, pro-active distribution and investor relations service that aims to promote the Company by encouraging demand for the shares.

Cadarn actively engages with professional investors including discretionary wealth managers, institutions, family offices and a range of execution-only platforms. Regular engagement helps to attract new investors and retain existing shareholders, and over time results in a stable share register made up of diverse, long-term holders.

Cadarn arranges and manages a continuous programme of one-to-one meetings with professional investors around the UK. These include regular meetings with "gate keepers", the senior points of contact responsible for their respective organisations' research output and recommended lists. The programme of regular meetings also includes autonomous decision makers within large multi-office groups, as well as small independent organisations. Some of these meetings involve Odyssean Capital LLP, but most of the meetings do not, which means the Company is being actively represented both to existing and potential investors, while the Portfolio Manager concentrates on the portfolio.

NSM produces many key corporate documents, monthly factsheets, annual and half-yearly reports. All Company information and invitations to investor events, including updates from the Portfolio Manager on portfolio and market developments, are regularly emailed to a growing database, overseen by Cadarn, consisting of professional investors.

Cadarn maintains close contact with all the relevant investment trust broker analysts, particularly those from Winterflood Securities Limited, the Company's corporate broker, but also others who publish and distribute research on the Company to their respective professional investor clients.

The Company further benefits from regular press coverage, with articles appearing in respected publications that are widely read by both professional and self-directed private investors. The latter typically buy their shares via retail platforms, which account for a significant proportion of the Company's share register.

Employees, Human Rights, Social and Community Issues

The Board recognises the requirement under Companies Act 2006 to detail information about human rights, employees and community issues, including information about any policies it has in relation to these matters and the effectiveness of these policies. These requirements do not apply to the Company as it has no employees, all the Directors are non-executive and it has outsourced all its functions to third party service providers. The Company has therefore not reported further in respect of these provisions, however, it does expect its service providers and portfolio companies to respect these requirements.

Integrity and Business Ethics

The Company is committed to carrying out business in an honest and fair manner with a zero-tolerance approach to bribery, tax evasion and corruption. As such, policies and procedures are in place to prevent the above. The Board's expectations are that its principal service providers have similar governance policies in place. The Company Secretary, on behalf of the Board, will seek assurances from service providers on a regular basis.

Environmental, Social and Governance ("ESG") issues

The Company has no employees, property or activities other than investments, so its direct environmental impact is minimal. In carrying out its activities and in its relationships with service providers, the Company aims to conduct itself responsibly, ethically and fairly.

The Board is comprised entirely of non-executive Directors and the day-to-day management of the Company's business is delegated to the Portfolio Manager. The Portfolio Manager aims to be a responsible investor and believes it is important to invest in companies that act responsibly in respect of environmental, ethical and social issues.

The Portfolio Manager is specifically looking to invest in companies which have average or above average ESG characteristics or practices, but where improvement potential exists. Being mindful of the smaller company nature of many of the portfolio companies, the Portfolio Manager has a pragmatic engagement approach, focused on dialogue with portfolio companies around their performance, disclosure and general practices compared with best-in-class peers, and seeking positive changes in specific areas. The Portfolio Manager will not invest in non-ethical or unsustainable businesses as set out on in the Investment Objective and Investment Policy in the Annual Report and Financial Statements.

The Directors believe that proxy voting is an important part of the corporate governance process. It is the policy of the Company to vote at all shareholder meetings of investee companies, and the Board has delegated voting activities to the Portfolio Manager. The Portfolio Manager follows relevant regulatory requirements with an aim to make voting decisions which will best support growth in shareholder value and will commonly take into account best practices regarding corporate governance, board composition, remuneration and ESG issues. The Portfolio Manager also provides the Directors with a six-monthly update regarding the voting decisions made in respect of the investee companies.

Taskforce for Climate-Related Financial Disclosures ("TCFD")

The Company notes the TCFD recommendations on climate-related financial disclosures. The Company is an investment trust with no employees, internal operations or property and, as such, it is exempt from the Listing Rules requirement to report against the TCFD framework.

Modern Slavery Act 2015

The Company falls outside the scope of the Modern Slavery Act and is therefore not required to make a slavery and human trafficking statement. Nevertheless, it requires all of its suppliers in the scope of the Modern Slavery Act to confirm annual compliance.

Portfolio management of the Company has been delegated to the Portfolio Manager, Odyssean Capital LLP. It is a boutique investment manager whose investment strategy focuses on four key sectors: TMT, Business Services, Healthcare and Industrials. Due to its size, it is not subject to the requirements under section 54 (Transparency in Supply Chains) of the Modern Slavery Act 2015 to prepare an annual slavery and human trafficking statement.

Odyssean Capital LLP has engaged a third party ESG data and research provider whose research includes considerations of human rights and provides key ESG performance data on investee companies. As part of its corporate engagement activities, the Portfolio Manager would raise any significant concerns highlighted by the ESG research provider with management of the investee company. The Portfolio Manager believes that the companies that are invested in the portfolio pose a low risk of violating human rights or global labour standards.

Risk Management

Principal Risks, Emerging Risks and Risk Management

The Board considers that the risks detailed within this report are the principal risks currently facing the Company to deliver its strategy.

The Board is responsible for the ongoing identification, evaluation and management of the of the principal risks faced by the Company and the Audit Committee, on behalf of the Board, has established a process for the regular review of these risks and their mitigation. This process accords with the UK Governance Code and the FRC's Guidance on Risk Management, Internal Control and Related Financial and Business Reporting.

During the year ended 31 March 2025, the Audit Committee has again carried out a robust assessment of the emerging and principal risks facing the Company, including those that would threaten its business model, future performance, solvency and liquidity. The Committee also considered the controls in place to mitigate the inherent risks and whether additional controls or actions were required to bring the residual risk down to an acceptable level. The Committee was satisfied with the controls that are in place.

Further details, including as a summary of the Company's approach to risk and how principal risks and uncertainties were dealt with during the year under review, are set out below.

Internal Control Review

The Board is also responsible for the internal controls relating to the Company, including the reliability of the financial reporting process, and for reviewing their effectiveness.

Key procedures established with a view to providing effective financial control, have been in place throughout the year ended 31 March 2025 and up to the date of this Report. 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 and that the assets of the Company are safeguarded.

The risk management process and systems of internal control are designed to manage rather than eliminate the risk of failure to achieve the Company's investment objective. 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 review of the effectiveness of the Company's risk management and internal control systems as they have operated during the year and up to the date of approval of this Report. There were no matters arising from this review that required further investigation and no significant failings or weaknesses were identified.

Internal Control Assessment Process

Robust risk assessments and reviews of internal controls are undertaken regularly in the context of the Company's overall investment objective. During the year, the Board -through the Audit Committee and together with NSM - has confirmed its risk management controls under the key headings of: Corporate Strategy; Accounting, Legal and Regulatory; Operational; Investment and Business Activities. In evaluating the risks the Company faces, the Board has considered the Company's operations in the 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;

- the cost to the Company and benefits related to the review of risk and associated controls of the Company; and

- the extent to which the third parties operate the relevant controls.

A risk matrix helps to monitor the risks which have been identified and the controls in place to mitigate those risks. The risks are assessed on the basis of the likelihood of them happening, the impact on the business if they were to occur and the effectiveness of the controls in place to mitigate them. This risk register is reviewed by the Audit Committee regularly at every meeting.

Most of the day-to-day management functions of the Company are sub-contracted, and the Directors therefore obtain regular assurances and information from key third party suppliers regarding the internal systems and controls operating in their organisations. In addition, each of the third parties is requested to provide a copy of its report on internal controls each year, which is reviewed by the Audit Committee.

Emerging Risks

The Company has carried out a detailed assessment of its emerging and principal risks. The International Risk Governance Council's definition of an "emerging" risk is one that is new, or is a familiar risk in a new or unfamiliar context or under new context conditions (re-emerging). Failure to identify emerging risks may cause reactive actions rather than being proactive and, in a worst case scenario, could cause the Company to become unviable or otherwise fail or force the Company to change its structure, objective or strategy.

The Audit Committee reviews the Company's risk register at its half-yearly meetings. Emerging risks are discussed in detail as part of this process to try to ensure that emerging as well as well-known risks are identified and mitigated as far as possible.

Any emerging risks and mitigations are added to the risk register, examples being conflict in the Middle East and market volatility from trade tariffs, which may result in supply emergencies, distribution problems and price increases and the Board and all its advisers continue to keep developments under close review.

The experience and knowledge of the Directors is useful in these discussions, as are update papers and advice received from the Board's key service providers such as the Portfolio Manager, NSM, Cadarn and the Company's brokers. In addition, the Company is a member of the AIC, which provides regular technical updates, draws members' attention to forthcoming industry and regulatory issues and advises on compliance obligations.

Going Concern

The content of the Company's portfolio, trading activity, the Company's cash balances and revenue forecasts, and the trends and factors likely to affect the Company's performance are reviewed and discussed at each Board meeting.

The Company's financial statements for the year ended 31 March 2025 have been prepared on a going concern basis.

In reaching this conclusion, the Board has considered a detailed assessment of the Company's ability to meet its liabilities as they fall due, including tests which modelled the effects of substantial falls in markets and significant reductions in market liquidity, on the Company's NAV, its cash flows and expenses. The assessments also factored in market volatility from trade tariffs and ongoing and potential further risks arising from the conflicts in Ukraine and the Middle East. Further information is also provided in the Audit Committee Report.

Based on the information available to the Directors at the date of this report, including the results of these stress tests, the conclusions drawn in the Viability Statement, the Company's cash balances, and the liquidity of the Company's listed investments, the Directors are satisfied that the Company has adequate financial resources to continue in operation for at least the next 12 months and that, accordingly, it is appropriate to continue to adopt the going concern basis in preparing the financial statements.

Longer-Term Viability Statement

In accordance with the AIC Code of Corporate Governance, the Directors have carefully assessed the Company's position and prospects as well as the principal risks and have formed a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the next three financial years. The Board has chosen a three-year horizon in view of the long-term nature and outlook adopted by the Investment Manager when making investment decisions.

To make this assessment and in reaching this conclusion, the Audit Committee has considered the Company's financial position and its ability to liquidate its portfolio and meet its liabilities as they fall due:

- the portfolio is principally comprised of investments listed and traded on stock exchanges. These are actively traded and, whilst perhaps less liquid than larger quoted companies, the portfolio is well diversified;

- the portfolio is typically run with a net cash position and as a result there is ample liquidity on a day-to-day basis for the Company to meet its obligations;

- the expenses of the Company are predictable and modest in comparison with the assets and there are no capital commitments foreseen which would alter that position; and

- the Company has no employees, only its non-executive Directors. Consequently, it does not have redundancy or other employment related liabilities or responsibilities.

Redemption Event

As set out in the Company's Prospectus, the Board has committed to provide shareholders with an opportunity to elect to realise the value of their ordinary shares at close to NAV during the seventh year following the initial admission of the Company's shares. The first successful tender offer had taken place on 5 June 2024. The low level of participation reflected the strong absolute and relative performance delivered by the Portfolio Manager in a challenging market since launch and a recognition of the Company's unique investment approach.

The Board noted that the Company's share price has frequently traded at premium to NAV per share, and demand for its shares remains strong. This is demonstrated by the issuance of 5.1 million ordinary shares in the year ended 31 March 2025, and 34 million shares since the Annual General Meeting in September 2021.

Placing and Retail Offer

In light of interest from investors and demand in the market, the Board successfully completed a placing and retail offer of shares in the Company in July 2024. The fundraising raised gross proceeds of £11.4 million and a total of 6.5 million new shares, at a price of 174 pence per share, were issued in the Company. This represented a premium of 1.0% to the cum-income NAV per share as at 16 July 2024, being the last published NAV per share prior to the close of the fundraising.

The Audit Committee, as well as considering the potential impact of the Company's principal risks and various severe but plausible downside scenarios, has also considered the following assumptions in considering the Company's longer-term viability:

- there will continue to be demand for investment trusts;

- the Board and the Portfolio Manager will continue to adopt a long-term view when making investments;

- the Company invests principally in the securities of UK listed companies to which investors will wish to continue to have exposure;

- regulation will not increase to a level that makes running the Company uneconomical; and

- the performance of the Company will continue to be satisfactory.

The ongoing and potential further risks arising from market volatility due to trade tariffs and the conflicts in Ukraine and the Middle East were also factored into the key assumptions made by assessing its impact on the Company's key risks and whether they had increased in their potential to affect the normal, favourable and stressed market conditions.

Looking to the Future

The Board concentrates its attention on the Company's investment performance and Odyssean Capital LLP's investment approach and on factors that may have an effect on this approach.

The Board is regularly updated by NSM on wider investment trust industry issues and regular discussions are held concerning the Company's future development and strategy.

A review of the Company's year ended 31 March 2025, its performance and the outlook for the Company can be found in the Chairman's Statement and in the Portfolio Manager's Report.

The Company's overall strategy remains unchanged.

Approval

This Strategic Report has been approved by the Board of Directors and signed on its behalf by:

Linda Wilding Chairman

28 May 2025

Statement of Directors' Responsibilities

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

Company law requires the Directors to prepare financial statements for each financial period. Accordingly, the Directors have prepared the Financial Statements in accordance with IFRS as adopted by the United Kingdom. Under company law, the Directors must not approve the Financial Statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

In preparing the Financial Statements, the Directors are required to:

- select suitable accounting policies in accordance with IAS 8: "Accounting Policies, Changes in Accounting Estimates and Errors" and then apply them consistently;

- present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

- provide additional disclosures when compliance with specific requirements in IFRS is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Company's financial position and financial performance;

- state whether applicable IFRS have been followed, subject to any material departures disclosed and explained in the Financial Statements;

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

- prepare the Financial Statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the Financial Statements comply with Companies Act 2006 and Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors' Report, Directors' Remuneration Report and Corporate Governance Statement that comply with that law and those regulations, and for ensuring that the Annual Report includes information required by the UK Listing Rules of the FCA.

The Financial Statements are published on the Company's website, www.oitplc.com, which is maintained on behalf of the Company by Cadarn. The work carried out by the Auditor does not involve consideration of the maintenance and integrity of this website and accordingly, the Auditor accepts no responsibility for any changes that have occurred to the Financial Statements since they were initially presented on the website.

Under the Portfolio Management Agreement, the Portfolio Manager is responsible for the maintenance and integrity of the corporate and financial information included on 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.

We confirm that to the best of our knowledge:

- the Financial Statements, which have been prepared in accordance with IFRS as adopted by the United Kingdom, give a true and fair view of the assets, liabilities, financial position and loss of the Company; and

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

The Directors consider that the Annual Report and Financial Statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy.

On behalf of the Board

Linda Wilding Chairman

28 May 2025

Statement of Comprehensive Income

for the year ended 31 March 2025

The total column of this statement is the Income Statement of the Company prepared in accordance with International Financial Reporting Standards ("IFRS"), as adopted by the United Kingdom. The supplementary revenue and capital columns are presented in accordance with the Statement of Recommended Practice issued by the AIC ("AIC SORP").

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

There is no other comprehensive income, and therefore the net return for the period is also the total comprehensive income.

The accompanying notes are an integral part of these financial statements.

Statement of Changes in Equity

for the year ended 31 March 2025

The accompanying notes are an integral part of these financial statements.

Statement of Financial Position

as at 31 March 2025

The accompanying notes are an integral part of these financial statements.

These statements were approved and authorised for issue by the Board on 28 May 2025 and signed on its behalf by:

Linda Wilding

Chairman

Company Registered Number: 11121934

Cash Flow Statement

for the year ended 31 March 2025

The accompanying notes are an integral part of these financial statements.

Notes to the Financial Statements

for the year ended 31 March 2025

1. Material Accounting Policies

Odyssean Investment Trust PLC is a listed public company incorporated and registered in England and Wales. The registered office of the Company is 46-48 James Street, London W1U 1EZ. The principal activity of the Company is that of an investment trust company within the meaning of sections 1158/1159 of the Corporation Tax Act 2010 and its investment approach is detailed in the Strategic Report.

a) Basis of preparation

The financial statements of the Company have been prepared in accordance with IFRS as adopted by the United Kingdom which comprise standards and interpretations approved by the International Accounting Standards Board ("IASB"), and as applied in accordance with the provisions of the Companies Act 2006. The annual financial statements have also been prepared in accordance with the AIC SORP for the financial statements of investment trust companies and venture capital trusts, except to any extent where it is not consistent with the requirements of IFRS.

In order to better reflect the activities of an investment trust company and in accordance with guidance issued by the AIC, supplementary information which analyses the Statement of Comprehensive Income between items of a revenue and capital nature has been prepared alongside the Statement of Comprehensive Income.

The functional currency of the Company is Sterling because this is the currency of the primary economic environment in which the Company operates. The financial statements are also presented in Sterling rounded to the nearest thousand, except where otherwise indicated.

b) Going concern

The financial statements have been prepared on a going concern basis that approval as an investment trust company will continue to be met.

The Directors have made an assessment of the Company's ability to continue as a going concern and are satisfied that the Company has the resources to continue in business for the foreseeable future, being a period of at least 12 months from the date these financial statements were approved. In making the assessment, the Directors have considered the likely impacts of the ongoing and potential further risks arising from market volatility from trade tariffs and the conflicts in Ukraine and the Middle East on the Company, operations and the investment portfolio.

The Directors noted the net cash balance exceeds any short-term liabilities, the Company has no debt and the Company holds a portfolio of investments listed on the London Stock Exchange. The Company is a closed end fund, where assets are not required to be liquidated to meet redemptions. Whilst the economic future is uncertain, and the Directors believe it is possible the Company could experience further reductions in income and/or market value this should not be to a level which would threaten the Company's ability to continue as a going concern. The Directors, the Portfolio Manager and other service providers have put in place contingency plans to minimise disruption. Furthermore, the Directors are not aware of any material uncertainties that may cast doubt upon the Company's ability to continue as a going concern, having taken into account the liquidity of the Company's investment portfolio and the Company's financial position in respect of its cash flows, debt and investment commitments. Therefore, the financial statements have been prepared on a going concern basis.

c) Segmental reporting

The Directors are of the opinion that the Company is engaged in a single segment of the business, being investment business in accordance with its Investment Objective and Policy.

d) Accounting developments

In the current year, the Company has applied a number of amendments to IFRS, issued by the IASB. These include annual improvements to IFRS, changes in standards, legislative and regulatory amendments, changes in disclosure and presentation requirements.

The adoption of the changes has had no material impact on the current or prior years' financial statements.

e) Critical accounting judgements and key sources of estimation uncertainty

The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and the reported amounts in the Statement of Financial Position, the Statement of Comprehensive Income and the disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

No critical accounting judgments or significant estimations were made by the Company in the preparation of its financial statements for the year ended 31 March 2025.

f) Investments

The Company's business is investing in financial assets with a view to profiting from their total return in the form of income and capital growth. This portfolio of financial assets is managed and its performance evaluated on a fair value basis in accordance with the documented investment strategy and information is provided internally on that basis to the Company's Board of Directors and other key management personnel.

All investments are designated upon initial recognition as held at fair value through profit or loss, and are measured at subsequent reporting dates at fair value, which is bid price for investments traded in active markets. The Company derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. On derecognition of a financial asset, the difference between the asset's carrying amount and the sum of consideration received and receivable and the cumulative gain or loss that had been accumulated is recognised in profit or loss.

All gains and losses are allocated to the capital return within the Statement of Comprehensive Income. Also included within this heading are transaction costs in relation to the purchase or sale of investments. When a sale or purchase is made under a contract, the terms of which require delivery within the timeframe of the relevant market, the investments concerned are recognised or derecognised on the trade date.

All investments for which a fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy levels set out in note 7.

g) Income

Dividends receivable on quoted equity shares are taken to revenue on an ex-dividend basis. Dividends receivable on equity shares where no ex-dividend date is quoted are brought into account when the Company's right to receive payment is established. Dividends from overseas companies are shown gross of any withholding taxes which are disclosed separately in the Statement of Comprehensive Income.

Special dividends are taken to the revenue or capital account depending on their nature. In deciding whether a dividend should be regarded as capital or revenue receipt, the Board reviews all relevant information as to the sources of the dividend on a case-by-case basis.

When the Company has elected to receive scrip dividends in the form of additional shares rather than in cash, the amount of the cash dividend foregone is recognised as income. Any excess in the value of the cash dividend is recognised in the capital column.

All other income is accounted on a time-apportioned accruals basis and is recognised in the Statement of Comprehensive Income.

h) Expenses

All expenses are accounted on an accruals basis and are allocated wholly to revenue with the exception of the transaction costs which are allocated wholly to capital, as the fee payable by reference to the capital performance of the Company.

i) Share capital and reserves

The share capital represents the nominal value of equity shares.

The share premium account represents the accumulated premium paid for shares issued above their nominal value less issue expenses. This reserve is not distributable.

The special distributable reserve was created on 8 August 2018 following approval of the Court to cancel the Company's share premium account, accumulated through initial placing and subsequent issuance of the Company's ordinary shares over the period between 1 May 2018 and 27 June 2018. This reserve may be used for the costs of share buybacks, the cancellation of shares, and distribution by way of dividends.

The capital reserve represents realised and unrealised capital and exchange gains and losses on the disposal and revaluation of investments and of foreign currency items. In addition, performance fee costs are allocated to the capital reserve. The amount within the capital reserve less unrealised gains is available for distribution. The realised gains within the capital reserve amounted to £67,268,000 as at 31 March 2025 (2024: £57,437,000). The Company does not intend to make distributions out of its capital reserve.

The revenue reserve represents the surplus of accumulated revenue profits being the excess of income derived from holding investments less the costs associated with running the Company. This reserve may be distributed by way of dividends, to the extent realised.

2. Income

* Income from investments is classified by country of incorporation and taxation of the dividend paying investment company.

3. Portfolio management fee

The Company may be liable to pay a performance fee depending on the performance of the Company over a rolling three-year period. Based on the performance of the Company to 31 March 2025, no performance fee has been accrued (2024: £nil).

A performance fee is recognised when the performance criteria is met. Further details of the Company's management fee and performance fee arrangements can be found in Business Review section.

4. Other expenses

* Peter Hewitt does not receive a Director fee in respect of his services to the Company, owing to his employment as a Director of Global Equities at Columbia Threadneedle. The decrease in total Directors' fees from 2024 is mainly due to the reduction of one Director from the Board during the current year and the new Chair receiving the full year salary. Further details can be found in the Directors' Remuneration Report.

** Exclusive of VAT. The Company's auditor provided no non-audit services (2024: none) during the year.

*** Other expenses includes £300,000 of fees relating to the tender offer undertaken during the year to 31 March 2025.

5. Taxation

The current taxation charge for the year is the standard rate of Corporation Tax in the UK of 25% (2024: 25%). The differences are explained below:

Factors that may affect future tax charges

At 31 March 2025, the Company had no unprovided deferred tax liabilities (2024: £nil). At that date, based on current estimates and including the accumulation of net allowable losses, the Company had unrelieved losses of £18,410,000 (2024: £15,244,000) that are available to offset future taxable revenue. A deferred tax asset of £4,603,000 (2024: 3,811,000) has not been recognised because the Company is not expected to generate sufficient taxable income in future periods in excess of the available deductible expenses and accordingly, the Company is unlikely to be able to reduce future tax liabilities through the use of existing surplus losses.

Deferred tax is not provided on capital gains and losses arising on the revaluation or disposal of investments because the Company meets (and intends to continue for the foreseeable future to meet) the conditions for approval as an Investment Trust company.

6. Return per ordinary share

The capital, revenue and total return per ordinary share are based on the net return for the period shown in the Statement of Comprehensive Income and the weighted average number of ordinary shares during the period of 128,803,537 (2024: 116,957,728).

There are no dilutive instruments issued by the Company.

7. Investments held at fair value through profit or loss

The Company is required to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy consists of the following three levels:

- Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

An active market is a market in which transactions for the asset or liability occur with sufficient frequency and volume on an ongoing basis such that quoted prices reflect prices at which an orderly transaction would take place between market participants at the measurement date. Quoted prices provided by external pricing services, brokers and vendors are included in Level 1, if they reflect actual and regularly occurring market transactions on an arms length basis.

- Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices).

- Level 3 - Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgement, considering factors specific to the asset or liability.

There were no transfers between levels during the year.

During the year ended 31 March 2024, £8,685,000 of level 2 investments were transferred to level 1 as the volume and frequency of trading in these assets had increased sufficiently so that the assets were classified as being valued with quoted prices in an active market.

The Company held interests of 3% or more of any share class in seven investee companies (2024: eight investee companies).

8. Trade and other receivables

9. Trade and other payables

10. Share capital

The Company currently has no shares in treasury. During the year, the Company issued 11,642,159 new ordinary shares (2024: 8,507,000).

11. Net asset value per ordinary share

The basic net asset value per ordinary share is based on net assets of £183,512,000 (2024: £187,557,000) and the number of ordinary shares in issue of 133,094,212 (2024: 121,452,053).

There are no dilutive instruments issued by the Company.

12. Financial instruments

The Company's financial instruments include its investment portfolios, cash balances, trade receivables and trade payables that arise directly from its operations. Adherence to the Company's investment policy is key to mitigating risk.

Risks

The Portfolio Manager monitors the financial risks affecting the Company on an ongoing basis and the Board regularly receives financial information, which is used to identify and monitor risk. All risks are actively reviewed and managed by the Board.

The risks identified arising from the Company's financial instruments are:

(i) market risk, including market price risk, interest rate risk and currency risk;

(ii) liquidity risk;

(iii) credit and counterparty risk

(i) Market risk

Market risk is the risk of loss arising from movements in observable market variables. The fair value of future cash flows of a financial instrument held by the Company may fluctuate because of changes in market prices. The Portfolio Manager assesses the exposure to market risk when making each investment decision and these risks are monitored by the Portfolio Manager on a regular basis and the Board at meetings with the Portfolio Manager.

Market price risk

The Company is exposed to market price risk (i.e. changes in market prices other than those arising from currency or interest rate risk) which may affect the value of investments whose future prices are uncertain. The Company's exposure to market price risk comprises movements in the value of the Company's investments. If the fair value of the Company's investments at the year-end increased or decreased by 10%, then it would have had an impact on the Company's capital return and equity of £18,297,000 (2024: £18,230,000).

The Portfolio Manager manages this risk by following the investment objective and policy as set out in the prospectus. The Portfolio Manager assesses the exposure to market price risk when making each investment decision and monitors the overall level of market price risk on the whole investment portfolio on an ongoing basis. The Portfolio Manager maintains a net cash position and intends to maintain this for the foreseeable future.

Currency risk

Currency risk is the risk that fair values of future cash flows of a financial instrument fluctuate because of changes in foreign exchange rates. The Company held three investments in foreign currencies as at 31 March 2025 (2024: one). Whilst the Company's other investments are denominated in sterling, the Company may have currency exposure through the trading activities of its investee companies.

The Portfolio Manager does not hedge underlying portfolio companies.

Foreign currency exposures

Fair values of the Company's investments denominated in foreign currencies are shown below. The Company has no other foreign currency denominated assets or liabilities.

Foreign currency sensitivity

The table below shows the impact on the Company's net loss after taxation for the year ended and net assets, if sterling had strengthened/weakened by 10% against the Euro and Canadian Dollar.

Interest rate risk

Interest rate risk is the risk that fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Interest rate movements may potentially affect future cash flows from the level of income receivable on cash deposits.

The Company's bank balances are subject to a variable rate of interest, it does not generate significant income from interest and the Portfolio Manager does not hedge against this. The Company has no gearing and therefore there is limited downside risk from increasing interest costs on borrowings.

Based on the Company's cash balance as at 31 March 2025 of £1,436,000 (2024: £4,935,000), a 1% increase in interest rates would increase the revenue return and net assets by £14,000 (2024: £49,000) and a fall of 1% in interest rates would have the opposite effect on the Company's revenue return and net assets.

The Portfolio Manager actively manages the cash positions of the Company.

(ii) Liquidity risk

The Company's assets mainly comprise readily realisable securities which can be easily sold to meet funding commitments and obligations. Liquidity risk is mitigated by the fact that the Company has £1,436,000 (2024: £4,935,000) cash at bank and the assets are readily realisable. The Company is a closed-end fund and assets do not need to be liquidated to meet redemptions.

The Portfolio Manager maintains a net cash position and intends to maintain this for the foreseeable future. The Portfolio Manager will manage the portfolio to maintain sufficient cash balances to meet its obligations or liabilities as they fall due.

(iii) Credit risk

This is the risk a counterparty of the Company will not meet their obligations to the Company.

The Company does not have any significant exposure to credit risk arising from one individual party. Credit risk is spread across a number of counterparties, each having an immaterial effect on the Company's cash flows, should a default happen. The credit standing of all counterparties is reviewed periodically and assesses the debtors to ensure they are neither past due or impaired.

All the investments of the Company which are traded on a recognised exchange are held by the Company's custodian, CACEIS Bank, UK Branch. All the Company's cash is also held by CACEIS. The Portfolio Manager and the Board actively monitor the relationship with CACEIS and review its internal control report.

13. Related party transactions

The amount incurred in respect of Portfolio Management fees during the period to 31 March 2025 was £2,059,000 (2024: £1,801,000), of which £478,000 (2024: £463,000) was outstanding at 31 March 2025.

Fees paid to the Company's Directors and Directors' shareholdings, are disclosed in the Directors' Remuneration Report. At the year end, £7,000 of outstanding fees was payable to Directors (2024: £nil).

14. Subsequent events

Since the year end, the Company has issued 700,000 Ordinary Shares for net proceeds of £896,000, after purchase costs of £5,000.

FINANCIAL INFORMATION

This announcement does not constitute the Company's statutory accounts. The financial information is derived from the statutory accounts, which will be delivered to the registrar of companies and will be put forward for approval at the Company's Annual General Meeting. The auditors have reported on the accounts for the year ended 31 March 2024 and the year ended 31 March 2025, their reports were unqualified and did not include a statement under Section 498(2) or (3) of the Companies Act 2006.

The Annual Report for the year ended 31 March 2025 was approved on 28 May 2025.

ANNUAL GENERAL MEETING

The Annual General Meeting will be held on 4 September 2025 at 12 noon at the offices of Odyssean Capital LLP, 6 Stratton Street, Mayfair, London W1J 8LD.

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