Annual Financial Report

Gabelli Merchant Partners Plc

Annual Report and Accounts

For the year ended 30 June 2025

Gabelli Merchant Partners Plc (GMP-LN) is pleased to announce its audited results for the Period Ended 30 June 2025. The full audited financial statements will be uploaded to the Company website: https://www.gabelli.co.uk/investment-products/gabelli-merchant-partners/.

The Company announces it will hold its Annual General Meeting ("AGM") at 14:00 GMT on 4 December 2025 at 3 St. James's Place London SW1A 1NP. Further details on the arrangement for this year's AGM are set out in the Notice of AGM. The Notice of AGM, together with a Form of Proxy, will be posted to shareholders in due course and will also be available on the Company's website.

Portfolio Summary

Largest Portfolio Security holdings (excluding cash and cash equivalents)

1 Long position.

2 Offsetting position taken, based on the acquirer of the security when acquirer stock is being offered in whole, or in part, to finance the transaction.

3 Represents the total position value (market value plus the offsetting market value) as a percentage of the total portfolio value.

4 Market value of the long position.

5 Market value of the offsetting position.

6 Represents the market value as a percentage of the total portfolio value.

7 Includes derivatives, individual positions are each less than $750 thousand in market value.

Financial Highlights

Source: Portfolio Manager (Gabelli Funds, LLC), verified by the Administrator (State Street Bank and Trust Company).

1 Net Asset Value (NAV) includes deferred tax asset balance sheet adjustments resulting from the Group being a close company.

2 The dividends paid during the fiscal year ended 30 June 2025 consist of $0.16 per share for the full year dividend for the year ended 30 June 2024 and $0.02 per share for the interim dividend for the year ended 30 June 2025. The dividends paid during the fiscal year ended 30 June 2024 were the first, second and third interim dividends for the year ended 30 June 2023. The Board has continued to review and assess the Group's distribution policy.

3 See the Statement from the Chair for discussion regarding the Specialist Fund Segment of the London Stock Exchange, on which the Group's Ordinary Shares trade.

4 The amount by which the market price per share is lower than the NAV per share, expressed as a percentage of the NAV per share.

5 These key performance indicators are alternative performance measures. Further information regarding the use of alternative performance measures can be found in the Key Performance Indicators section of the Annual Report and Financial Statements for the year ended 30 June 2025.

6 Net Asset Value per ordinary share, total return represents the theoretical return on NAV per ordinary share, assuming that dividends paid to shareholders were reinvested at the NAV per ordinary share at the close of business on the day shares were quoted ex-dividend.

7 Share Price Total Return represents the theoretical return to a shareholder, on a closing market price basis, assuming that all dividends received were reinvested, without transaction costs, into the ordinary shares of the Group at the close of business on the day the shares were quoted ex-dividend.

8 Ongoing Charges are operating expenses incurred in the running of the Group, but excluding financing costs. These are expressed as a percentage of the average net asset value during the period and this is calculated in accordance with guidance issued by the Association of Investment Companies.

Statement from the Chair

Introduction

Gabelli Merchant Partners Plc (the "Company" or "GMP") was incorporated in England and Wales on 28 April 2017. Its shares trade under the symbol "GMP" and have been listed on the Specialist Fund Segment of the Main Market of the London Stock Exchange and the Official List of the International Stock Exchange since 19 July 2017. During the year ended 30 June 2025, the Company changed its name from Gabelli Merger Plus+ Trust Plc to Gabelli Merchant Partners Plc.

The Group's objective is to generate total returns, consisting of capital appreciation and current income. The Company's secondary objective is the protection of capital, uncorrelated to equity and fixed income markets. The Company has broad and flexible investment authority and, accordingly, it may at any time have investments in other related or unrelated areas.

The Company classified as an investment company and accordingly is a member of the Association of Investment Companies ("AIC"). GMP is close company and its largest shareholder, Associated Capital Group, Inc., is intent on continuing with the listed vehicle and growing value in the markets in accordance with the investment policy.

The Company's Ordinary Shares trade on the Specialist Fund Segment of the London Stock Exchange. Secondary liquidity for the Company's Ordinary Shares is available via the trading system known as SETSqx, which is an auction based trading process. It is quote based throughout the day, until the auctions at U.K. times: 8am, 9am, 11am, 2pm and 4:35pm, when buyers and sellers can cross orders with each other. As there is no market maker, absent a "match" in prices, a trade would not occur. The closing market price is based on the last actual trade on the day or from any previous trading session when the last trade occurred. Thus there would have to be a match at the prescribed auction times to "meet" on price and quantity for an execution to occur.

The 7 1/2% discount management mentioned in the offering prospectus is not a policy and the Board instead reviews overall conditions on a regular and frequent basis. The Board is always receptive to feedback and welcomes any questions and comments from shareholders.

Performance

The Company's Net Asset Value ("NAV") at 30 June 2025 was $10.50 per share, generating a total return of 6.51% for the year ended 30 June 2025. The Company has provided a total return of 44.75% since issuance. This includes the costs of the issue resulting in a starting NAV of $9.92 per share compared with the issue price of $10.00 per share, and initial closing market price of $10.15 per share.

Expansion of Operating Investment Activities

On 1 November 2024, the Company acquired an affiliated UK investment manager, Gabelli Securities International UK Limited ("GSIL UK"), a limited company organised and existing under the laws of England and Wales. GSIL UK is a regulated investment manager, positioning GMP to increase sources of income, allowing for both self-management and the broadening of services to affiliated and third parties.

Dividend History

Since its listing, the Company has paid dividends of $3.15 per Ordinary Share, totalling $29.4 million.

* Subsequent to 30 June 2025, the Company approved an interim dividend of $0.10 per ordinary share with ex-date 30 October and payment date 14 November. This dividend was the 25th dividend made since listing and demonstrates the Company's ongoing commitment to distributing value to shareholders in the form of cash.

The Company expects to make future dividend payments based upon profits, subject to continuous review by the Board.

Loyalty Programme

The Company has implemented a Loyalty Programme to incentivise long-term share ownership. The Loyalty Programme is open to all shareholders who are entered in the Loyalty Register, a separate register to allow a shareholder to increase its voting power after holding shares for a continuous period of at least five years. Each shareholder so registered will be entitled to subscribe for one Special Voting Loyalty Share in respect of each Ordinary Share held. These shares can also be used as a form of consideration when entering into one or more agreements to acquire operating businesses in accordance with the Investment Policy. As of 30 June 2025, Associated Capital Group, Inc. is subscribed for 6,179,100 Special Voting Loyalty Shares, the maximum amount it was permitted under the Loyalty Programme.

Outlook

Into the final quarter of 2025, we sit at a crossroads. Economic expansion may have waned in the closing days of the Biden administration, but confidence received a boost with President Trump's election. Shifting priorities complicated hopes for reinvigorated growth and deal-making, however, and now the US economy is left to digest a mix of near-term stimulus from provisions of the new tax bill, deregulation and a drag from tariffs, immigration, and shaken consumer/corporate confidence. The Federal Reserve remains a key determinant of the direction of markets, with Jerome Powell, whose term as Chair ends in May 2026, so far reluctant to use ample dry powder to ease financial conditions. With the federal funds rate target at 4.25%-4.50% and moderate inflation, the Fed has room to offset economic softness with multiple rate cuts, but is ultimately governed by the market in its ability to control rates and inflation expectations.

While the first half of the year was marked by tariff-related and geopolitical uncertainty, global mergers and acquisitions activity was resilient, totalling $1.98 trillion, a 33% increase relative to the first half of 2024. The Trump Administration has initiated a marked shift toward a more pragmatic, pro-business, and streamlined approach to antitrust enforcement under new Federal Trade Commission ("FTC") Chair, Andrew Ferguson, and Department of Justice ("DOJ") Antitrust Division head, Gail Slater. Ferguson has stated that the FTC will pursue litigation only when confident in a favourable legal outcome. The agencies have also signalled a willingness to accept remedies and divestitures when appropriate, enabling more transactions to proceed. This evolving approach has begun to restore corporate confidence in the regulatory process and is expected to support continued strength in new deal activity.

Corporate boards may have gained greater clarity on the antitrust front but, several macro factors, including geopolitical tensions and economic uncertainty, remain unresolved. However, optimism for a pickup in M&A activity is building, driven by strategic imperatives such as the need to compete globally in the face of shifting tariff dynamics, access to new technologies, and entry into emerging growth verticals. We anticipate a strong pace of new deal announcements in the months ahead as the market gains further visibility on these remaining headwinds.

In the current environment, it is strategically advantageous to allocate a portion of the Company's assets to U.S. Treasury bills due to the numerous benefits they offer. Treasuries stand out for their ability to provide competitive returns when compared to other fixed-income securities and given their short-term nature allows for frequent reinvestment at prevailing interest rates, potentially maximizing the overall yield of the portfolio over time. Moreover, Treasuries are highly liquid and can be easily bought and sold without significantly affecting their value. This liquidity not only enhances the flexibility of the Company's investment strategy but also allows for swift adjustments in response to changing market conditions.

Looking ahead, the path of Treasury yields will remain highly sensitive to incoming economic data. Should inflation continue to moderate and labour market conditions show signs of softening, the Fed may be well positioned to begin easing in late 2025. Markets are currently pricing in up to two cuts by year-end. However, uncertainty lingers. A rebound in growth or persistent inflation could delay the start of easing, while weaker data or renewed geopolitical instability could prompt a faster response. As the last quarter of 2025 begins, the Treasury market remains data-driven, shaped by fiscal policy dynamics, and intently focused on the Fed's next move.

I extend a welcome to all our shareholders for the next phase of the Company's exciting growth.

Marc Gabelli John Birch

Co-Chairman Co-Chairman

23 October 2025

Portfolio Manager's Review

Methodology

The Company will seek to meet a long-term investment objective by utilising the Gabelli Private Market Value (PMV) with a CatalystTM investment methodology, investing as owners, with an emphasis on cash generating, franchise companies, selling at a significant discount to our appraisal of their Private Market Value and with a Catalyst in place to generate returns. We define Private Market Value (PMV) as the value an informed industrialist would pay to purchase assets with similar characteristics in a privately negotiated transaction. Catalysts are identifiable events, either specific to a corporation or macro and are utilised to earn returns independent of the broad markets' direction. Such events include corporate actions such as, but not limited to, management changes, announced mergers, acquisitions, takeovers, tender offers, leveraged buyouts, restructurings, demergers and other types of reorganisations and corporate actions ("deals"). The Company may take both long and short positions in equity and debt securities. The Company may take minority or majority controlling operating interests of equity in a business, and in adverse market conditions may justify a temporary defensive position and remain in government securities. While taking a long-term view, the Company may realise opportunities from hedging or for shorter-term gains when appropriate.

Catalyst driven event arbitrage is a highly specialised investment approach designed principally to profit from the differential, or "spread," between the market price of our investments and the value ultimately realised through event consummation.

We are especially enthusiastic about the opportunities to grow client wealth in the decades to come, and we highlight below several factors that should help drive results. These include:

· Increased market volatility, which enhances our ability to establish positions for the prospect of improved returns

· A robust market for corporate deal making as conditions continue to provide an accommodative market for mergers and acquisitions

· A normalised interest rate environment, providing attractive merger spread opportunities

· The Fund's experienced investment team, which pursues opportunities globally through the disciplined application of Gabelli's investment methodology

Current Outlook[1]

Global deal merger and acquisition activity ("M&A") totalled $2.0 trillion during the first half of 2025, a year over year increase of 33%. This increase was largely driven by the return of the "mega deal"-those greater than $10 billion-which totalled $607 billion, an increase of 78% compared to 2024. Deals valued under $500 million, on the other hand, accounted for $385 billion during the first half, which was flat year over year.

The United States continued to be the most popular venue for transactions. Deals involving United States-based targets totalled $858 billion during the first half of 2025, a 13% increase. While this was the strongest first half for US deal making since 2022, US deal making only accounted for 43% of worldwide M&A-the lowest percentage in 3 years. European M&A tallied $341 billion of transactions over the same period, a decrease of 4%. Asia Pacific target M&A totalled $409 billion-an 82% increase year over year. 

Despite tariff concerns, cross-border M&A activity totalled $595 billion during the first half of the year, an increase of 26% year over year. Private equity deals saw an uptick as well, an increase of 24% compared to the same period last year. Private equity accounted for 21% of total deal activity. The Technology sector was the biggest contributor to merger activity during the first half, totalling $347 billion, accounting for 18% of total announced deal volume. The Financials sector accounted for 17% of deal activity.

Portfolio in Review

The U.S. stock market experienced a volatile first half of 2025, marked by a significant rebound after an early tariff-induced sell-off. The S&P 500 rose 6.2% in the first half of 2025, despite being down as much as 15% on the year at one point during the week following President Trump's April 2 "Liberation Day" tariff announcements. The market quickly recovered, rallying over 9% on April 9 when Trump paused most tariffs for 90 days, and surged another 3% on May 12 after a 90-day trade truce with China greatly reduced the headline tariff numbers.

While the uncertainty around tariffs was a headwind for M&A volumes in the first half; some of the other tailwinds associated with the new administration in the US led to a fairly robust first half. Corporates and sponsors remained active, supported by a stable financing environment, strong balance sheets, and a clear strategic imperative to drive growth through acquisitions. On a global basis, M&A volumes totalled $2 trillion through the first six months of the year, up 33% compared to last year.

Heading into the second half of the year, the setup for merger arbitrage investing is increasingly constructive. A robust M&A pipeline increases the number of actionable deals and spreads, while a more constructive regulatory environment helps mitigate deal break risk. In the first half, the main story was the latter, as a number of deals in the pipeline from last year were able to navigate their way to completion under a new regulatory regime. As we move into the second half of the year, we anticipate this return to more traditional antitrust analysis, combined with the potential for interest rate cuts and more policy certainty around tariffs, should drive further consolidation.

We continue to find attractive investment opportunities in newly announced and pipeline deals. We remain focused on investing in highly strategic, well-financed deals with an added focus on near-term catalysts, and are upbeat about our prospect to generate absolute returns.

Notable contributors to performance include:

Home Healthcare Services

Amedisys Inc (AMED-Nasdaq, "Amedisys") traded higher in June on reports Amedisys and acquirer United Healthcare were engaged in settlement discussions surrounding the Biden Administration's November 2024 lawsuit to block the merger. Our expectation was that both companies could substantially eliminate the DOJ's antitrust objections to the deal by agreeing to divest additional locations. Additionally, the parties were ordered by the Judge to engage in settlement negotiations in August prior to the trial formally commencing in October. Amedisys had agreed to be acquired by United Healthcare in June 2023 for $101 cash per share, or about $4 billion.

Consumer Finance

Discover Financial Services (DFS-NYSE), a leading digital banking and payment services company operating the Discover Global Network, received final regulatory approvals from the U.S. Federal Reserve Bank and the Office of Comptroller of the Currency (OCC) in April for its acquisition by Capital One Financial. These were the last major hurdles for the $35 billion acquisition, and the deal closed on May 18th at the expiration of the DOJ waiting period. Under terms of the agreement announced on February 20, 2024, Discover Financial shareholders received 1.0192 shares of Capital One for each share of Discover, which valued the transaction at announcement at about $35 billion.

Network Solutions

Juniper Networks (JNPR-Nasdaq, "Juniper") reached a settlement with the US Department of Justice (DOJ) over its planned acquisition by Hewlett Packard Enterprises (HPE). The DOJ had sued to block the acquisition in January 2025, but in June agreed to allow the merger to proceed after HPE agreed to license some of Juniper's core AI-powered networking technologies. We believed there was limited downside to the transaction in the event the Court upheld the DOJ's injunction, and at the same time we also expected the parties to prevail in court given weak economic support and the absence of parties objecting to the merger. In June, Juniper's stock was trading at the $36 per share level, and completed the transaction at $40 cash per share, or about $13 billion in early July.

Manufacturing

U.S. Steel (X-NYSE) shares rallied in May after President Trump's public endorsement of a "planned partnership" between U.S. Steel and Nippon Steel. This development marked a pivotal moment in the long-running $15 billion acquisition saga. Our thesis was predicated on the likelihood of a favourable resolution under the new Trump administration, particularly given Nippon Steel's strategic concessions and economic inventive tied to the deal. Absent a deal, shares looked reasonably priced as profitability was poised to increase after years of elevated capital expenditures on cutting edge mills. Additionally, Cleveland-Cliffs and Nucor Steel had expressed continued interest in acquiring U.S. Steel. The announcement in May that the partnership would inject $14 billion in U.S. Steel's operations - including $4 billion for a new steel mill - and create 70,000 jobs, validated our view that political and regulatory hurdles could be overcome. The inclusion of a "golden share" provision, ensuring U.S. government oversight and maintaining American control, further mitigated national security concerns that had previously stalled the deal under the Biden administration. Recall that in December 2023, U.S. Steel agreed to be acquired by Nippon Steel for $55 cash per share, or about $15 billion, the result of a sale process that kicked off when Cleveland Cliffs made an unsolicited cash-and-stock bid for U.S. Steel valued at $35 per share. The deal closed in June.

Merger investing

Merger arbitrage is a highly specialised component of a portfolio. The investment approach is designed principally to profit from corporate events, including the successful completion of proposed mergers, acquisitions, takeovers, tender offers, leveraged buyouts, restructurings, demergers, and other types of corporate reorganisations and other actions. As arbitrageurs, we seek to earn the differential, or "spread," between the market price of our investments and the value ultimately realised through deal consummation.

The Search For Value - Gabelli Merchant Partners Plc

Investment Methodology

Process in Action

Gabelli Funds' approach to the global marketplace is to invest like owners. Our clients own businesses through the fractional interest of a share. We are not index benchmarked, and construct portfolios agnostic of market capitalisation and index weightings. We seek long-term capital appreciation for our clients relative to inflation over the long term, regardless of market cycles. We have invested this way since 1977.

The Gabelli Merchant Partners portfolio offers access to companies that have been identified to have substantial disconnects between market price and our estimate of the business value (private market value™, or "PMV™") and where catalyst events exist that may narrow these discounts for the benefit of GMP shareholders. We thus establish a "Margin of Safety" for our investors by identifying differences between our estimate of PMV and the stock market price. The process seeks to identify businesses undergoing some form of strategic change, typically with strong organic cash flow characteristics, balance sheets reorganizational opportunities, and strategic operational flexibility accelerated with the prospect of management capital allocation actions.

Catalyst merger events can come in many forms including, but not limited to, corporate restructurings (such as demergers and asset sales), operational improvements, regulatory or managerial changes, special situations (such as liquidations), and mergers and acquisitions. Corporate mergers provide valuable insights into corporate capital allocation decisions and therefore help in our assessment of long-term valuations. Our proprietary research data bases track thousands of announced deals globally and utilises that compounded knowledge in the continued refinement of Private Market Valuations. PMV's will change over time, and while our analysis is long term, it is through this consistent process of bottom up stock selection and the implementation of disciplined portfolio construction that we expect to create value for our shareholders annually.

In this process, we do sector-by-sector analysis, assessing the PMV of a business, and identifying the catalyst in place to realise returns. A company's PMV is not constant, and changes as a function of many variables. Our analysis emphasises balance sheets, cash flows, and the long‑term defendable position of a corporation. We achieve returns through investing in businesses utilising our proprietary Private Market Value with a Catalyst™ methodology. PMV is the value that we believe an informed buyer would be willing to pay to acquire an entire company in a private transaction. Our team arrives at a PMV valuation by a rigorous assessment of fundamentals from publicly available information. Further, PMV's are enhanced through the analysis of announced corporate mergers and acquisition activity. Mergers offer tangible insights into the long-term capital allocation decisions of global corporations. We focus on the balance sheet, earnings, free cash flow, and the company's management, the stewards of corporates assets, of prospective companies. The judgement gained from our comprehensive, accumulated knowledge across a variety of sectors is deployed for investors in a portfolio. Our analysts typically forecast model company operations 5 years into the future. Unlike Wall Street's earnings momentum players, we do not try to forecast earnings with accounting precision and then trade stocks based on quarterly expectations and realities. We simply try to position ourselves in front of long-term earnings trends. Throughout our research process, the focus is on free cash flow: earnings before interest, taxes, depreciation and amortization ("EBITDA") minus the capital expenditures necessary to grow the business. We believe free cash flow is the best barometer of a business' value. Deteriorating or rising free cash flow often foreshadows net earnings changes. We also look at earnings per share trends. In addition, we analyse on and off-balance sheet assets and liabilities such as property, plant and equipment, inventories, receivables, and legal, environmental and health care issues. We want to know everything and anything that will add to, or detract from, our valuation models. This method of analysis involves looking at businesses as a function of their assets and earnings power. We examine businesses as if we were owners of those businesses, and we believe that we can do that in a rational way by looking at industries on a global basis. Our investment professionals visit with hundreds of companies each year. Our work is proprietary, bottom up, and involves the full utilisation of public resources.

Our analysts follow industries on a global basis and narrow the universe of potential investment candidates to a short list of the most attractive companies. All publicly available company material is reviewed, including annual and quarterly reports, 10‑Ks, 10-Qs, and proxy statements.

Each analyst develops an operational understanding of their industry, effectively becoming an expert in that industry. The analysts hone this expertise by continually visiting companies and their senior managements, and by talking to competitors, suppliers and customers. They also develop and maintain government and trade sources to derive an overall understanding of their industry. In addition, our firm hosts a number of industry seminars, where the top executives of the leading firms share their insights with the investment community.

The objective of this process is to identify companies that trade at significant differences to their intrinsic or private market values.

We continually visit the management of hundreds of companies and integrate their input with our knowledge base. Our goal is to understand management's motivations and expectations. Given our approach, we want to know who our partners are and if they are working to enhance shareholder value. This process, coupled with our financial analysis, helps us select the most attractive investment candidates for our portfolios.

We employ a three-dimensional approach to valuation:

· Earnings per share

· Free cash flow

· Private market value

The first step is to analyse the income statement and cash flow. Cash flow is viewed as a barometer of financial health, and often foreshadows earnings trends. We attempt to forecast the direction and growth rates of the earnings and cash flow streams.

The second step is to examine the balance sheet. The corporate balance sheet is recast, assessing real-world values of inventories, property, plant and equipment and stated book value. To these two analytical processes, dynamic forecasting and static asset and liability valuation, we add our assessment of the PMV of the business. In other words, what would this company be worth to an informed business person attempting to create or purchase a business with similar characteristics?

Catalyst: Identification of a mispriced situation, however, does not necessarily guarantee a rewarding investment. The next step is to determine events in businesses undergoing some form of strategic change that will help narrow the spread between a stock's public market price and our determination of its PMV. We call these events catalysts. Catalysts include industry events such as consolidation, changes in the regulatory or accounting environment, new technologies, or be indigenous to the company itself such as financial engineering, demergers, acquisitions or sales.

Results: After we have identified and selected stocks that qualify as candidates based on these fundamental and conceptual considerations, our objective is to structure a diversified portfolio. This has been a proven long-term method for creating wealth, risk adjusted, in the stock market.

Manager History

The Gabelli organisation, of which Gabelli Funds, LLC (the portfolio manager) is an affiliate, began in the U.S. in 1976 as an institutional value investing research firm. Mario Gabelli, the firm's founder, is credited by the academic community for establishing the notion of Private Market Value, the value an informed industrialist would pay for an entire business in a negotiated transaction. This is a long-term oriented bottom-up investment process based on the fundamental investment principles first articulated in 1934 by Graham and Dodd, the founders of modern security analysis, and further augmented by Mario Gabelli in 1977 with his introduction of the concepts of PMV into equity analysis. Gabelli has added the element of a catalyst event to generate long-term returns. The Gabelli method, PMV with a CatalystTM, is part of the Value Investing Curriculum at many major business schools and is thus applied in the analysis of public equity securities by Gabelli Funds for shareholders.

Investment Objective and Policy

Investment objective

The Company's primary investment objective is to seek to generate total return, consisting of capital appreciation and current income for the long term. The Company will seek a secondary objective of the protection of capital, uncorrelated to equity and fixed income markets.

Investment policy

The Company will seek to meet its long-term investment objective by utilising the Gabelli Private Market Value with a Catalyst™, investment methodology, maintaining a diversified portfolio of event merger arbitrage strategies to seek to create an optimal risk/reward profile for the portfolio. The company invests for the long term as owners with an emphasis on cash generating, franchise companies, selling at a significant discount to our appraisal of their Private Market Value. We define Private Market Value (PMV) as the value an informed industrialist would pay to purchase assets with similar characteristics in a privately negotiated transaction.

"Event Driven Merger Arbitrage" is a highly specialised active investment approach designed principally to profit from the differences between PMV estimates and public market price with returns realised through the price achieved through corporate catalyst events. Catalysts are utilised to earn returns independent of the broad markets' direction. This includes corporate events such as, but not limited to, management changes, announced mergers, acquisitions, takeovers, tender offers, leveraged buyouts, restructurings, demergers and other types of reorganisations and corporate actions ("deals").

The Company will invest and operate globally although it is expected to have an emphasis on predominantly equity securities issued by companies in the United States of any market capitalisation. The Company is permitted to use a variety of investment strategies and instruments, including but not limited to: minority or majority controlling operating interests in equity; convertible and non-convertible debt securities; asset-backed and mortgage-backed securities; fixed interest securities; preferred stock, nonconvertible preferred stock, depositary receipts; shares or units of UCIs or UCITS as an investment or by management contract; rights qualifying as transferable securities; when issued, delayed delivery transferable securities; forward contracts; swaps; recently issued transferable securities; repurchase agreements, money market instruments and warrants.

The Company may invest part of its net assets in cash and cash equivalents, money market instruments, bonds, commercial paper or other debt obligations with banks or other counterparties having at least a single A (or equivalent) credit rating from an internationally recognised rating agency or government and other public securities, if the Portfolio Manager believes that it would be in the best interests of the Company and its Shareholders. This may be the case, for example, if the Portfolio Manager believes that adverse market conditions justify a temporary defensive position. Any cash or surplus assets may also be temporarily invested in such instruments pending investment in accordance with the Company's investment policy.

The Company may take both long and short positions in equity and debt securities. For shorting purposes, the Company may use indices, individual stocks, or fixed income securities. The Company is a long-term investor and does not seek to generate short-term returns or profits from trading or hedging. While taking a long-term view, the Company will realise opportunities from hedging or for shorter-term gains when appropriate.

The Company may utilise financial derivative instruments to create both long and synthetic covered short positions with the aim of maximising positive returns. The Company may use strategies and techniques consisting of options, futures contracts, and currency transactions and may enter into total rate of return, credit default, or other types of swaps and related derivatives for various purposes, including to gain economic exposure to an asset or group of assets that may be difficult or impractical to acquire.

The Company may also use derivatives for efficient portfolio management purposes including, without limitation, hedging and risk management and leverage.

The Company has broad and flexible investment authority and, accordingly, it may at any time have investments in other related or unrelated areas. Strategies and financial instruments utilised by the Company may include, but are not limited to: (i) purchasing or writing options (listed or unlisted) of any and all types including options on equity securities, stock market and commodity indices, debt securities, futures contracts, future contracts on commodities and currencies; (ii) trading in commodity futures contracts, commodity option contracts and other commodity interests including physical commodities; (iii) borrowing money from brokerage firms and banks on a demand basis to buy and sell short investments in excess of capital; (iv) entering into agreements to acquire operating businesses including managing assets for third parties and (v) entering into swap agreements (of any and all types including commodity swaps, interest rate swaps and currency swaps), forward contracts, currencies, foreign exchange contracts, warrants, credit default swaps, synthetic derivatives (for example, CDX), collateralised debt obligations tranches, and other structured or synthetic debt obligations, partnership interests or interests in other investment companies and any other financial instruments of any and all types which exist now or are hereafter created.

No material change will be made without shareholder approval.

Strategy

Our Key Performance Indicators ("KPIs")

The Company's strategy is to generate returns for its shareholders by pursuing its investment objective while mitigating shareholder risk, by investing in a diversified spread of equity and fixed income investments. Through a process of bottom-up stock selection and the implementation of disciplined portfolio construction, we aim to create value for the Company's shareholders. The largest holdings in the Company's portfolio are listed in the Portfolio Summary.

Gearing Policy

At the sole discretion of the Portfolio Manager, the Company may use leverage as part of its investment programme. It is anticipated that the Company will structurally gear and use tactical leverage or portfolio borrowings in an amount (calculated at the time of investment) of around 2 times of the Net Asset Value, subject to maximum gearing of 2.5 times the Net Asset Value. The Board continuously monitors the Company's gearing to make sure it complies with the Company bylaws and with any investment restriction. For further details please refer to the Glossary.

Leverage

Leverage is calculated using two methods: i) Gross method and ii) Commitment method. For further details please see the Glossary.

Stakeholder Interests (s.172 statement)

The Companies (Miscellaneous Reporting) Regulations 2018 require directors to explain more fully how they have discharged their duties under Section 172(1) of the Companies Act 2006 in promoting the success of their companies for the benefit of members as a whole. This enhanced disclosure covers how the Board has engaged with and understands the views of stakeholders and how stakeholders' needs have been taken into account, the outcome of this engagement and the impact that it has had on the Board's decisions.

As the Company is an externally managed investment company and does not have any customers, the Board considers the main stakeholders in the Company to be the shareholders and other key service providers. The reasons for this determination, and the Board's overarching approach to engagement with these stakeholders, are set out in the table below.

Key Performance Indicators ("KPIs")

The Board recognises that it is share price performance that is most important to the Company's shareholders. Fundamental to share price performance is the performance of the Company's net asset value. The central priority is to generate returns for the Company's shareholders through net asset value and share price total return, and discount management. For the year ended 30 June 2025, the Company's KPIs, as monitored closely by the Board at each meeting, are listed below:

The above table sets out the key KPIs for the Company. These KPIs fall within the definition of 'Alternative Performance Measures' (APMs) under guidance issued by the European Securities and Markets Authority (ESMA). Information explaining how these are calculated is set out in the Glossary. These KPIs including APMs have been carefully selected by the Board on discussion with the Portfolio Manager, to give the most appropriate overview of performance in the financial year to shareholders and other stakeholders.

Cumulative Performance Chart (USD) from 19 July 2017

The Company presents returns compared to the NYLI Merger Arbitrage ETF ("MNA", and formerly IQ Merger Arbitrage ETF). MNA's investment approach is designed to track the performance of the NYLI Merger Arbitrage Index, which seeks to employ a systematic investment process designed to identify opportunities in companies whose equity securities trade in developed markets, including the U.S., and which are involved in announced mergers, acquisitions and other buyout-related transactions. Given the investment strategy of the Company, this is deemed to be an appropriate comparator.

Principal Risks

The Company continues to have exposure to a variety of risks and uncertainties, and the Audit & Risk Committee has focused attention on identifying and mitigating key risks likely to crystallise in the current economic environment. The Board continues to prioritise a robust system of controls to minimise exposure to global macro events in particular, which remains highlighted as a generic risk as in recent Annual Reports.

The Directors confirm that they have carried out a further robust assessment of the principal risks facing the Company during the year, including those that would threaten its investment objective, business model, future performance, solvency or liquidity. The Company maintains a risk register which sets out the current and emerging risks facing the Company, the likelihood and potential impact of each risk and the controls established for mitigation. The risk register is reviewed by the Audit & Risk Committee on a regular basis throughout the financial year and was specifically refreshed in 2025 to introduce more stringent risk ratings for each risk and to reflect the impact of related mitigating controls.

The core principal risks set out in the 2024 Annual Report remain largely unchanged and are set out in the following table with an explanation of how they are mitigated. On review during the year, the Board re-rated several principal risks and considered the adequacy of mitigating controls in place across the Company's operations and those of its key third party providers. The Audit & Risk Committee has also specifically considered the risks associated with the Portfolio Manager's use of Contracts for Difference within the investment strategy which on review, were felt to continue to be appropriate. The risk narrative in the table below includes a summary of the actions taken to position the Company to withstand the related effects for markets and investments:

Viability Statement

In accordance with the provisions of the UK Corporate Governance Code, the Directors have assessed the prospects of the Company over a longer period than the 12 months referred to in the 'Going Concern' guidelines and the Company's accounting policy.

The Board conducted this review focusing on a period of five years. This period was selected as it is aligned with the Company's investment objective of generating total return, consisting of capital appreciation and current income for the long term. In making this assessment the Board also considered the Company's principal risks.

Investment companies in the UK operate in a well established and robust regulatory environment and the Directors have assumed that:

· Investors will continue to want to invest in closed-end investment companies because the fixed capitalization structure is suited to pursuing the Portfolio Manager's proprietary long-term PMV with a CatalystTM investment strategy;

· The Company's remit of investing globally with an emphasis on securities traded in the U.S., and predominantly equity securities issued by companies of any market capitalization will continue to be attractive to investors.

· The UK's well established investment and robust regulatory environment will continue as such and will remain an attractive global domicile for the Company's remit.

As with all investment vehicles, there is a risk that the performance of individual investments will vary and that capital may be lost, but this is not regarded as a threat to the viability of the Company.

Operationally, the Company retains title to all assets, and cash and securities are held with a custodian bank approved by the Portfolio Manager and the Board. The nature of the Company's investments means that solvency and liquidity risks are low because:

· The Company's portfolio is invested in readily realisable, listed securities;

· The structure of the Company means that, unlike an open-ended fund, it does not need to liquidate positions when shareholders wish to sell their shares; and

· The expenses of the Company are predictable and modest in comparison with the assets and there are no capital commitments currently foreseen which would alter that position.

· The taxation of the Company as a close investment company is predictable and modest in comparison with the return profile of the investment programme and as a result of regular consultation with shareholders, an effort to undertake the mitigation of such close status taxation, such as a re-domiciliation, is not expected in the next 12 months.

The Board continuously monitors the Company's investment portfolio, liquidity and gearing, along with levels of market activity, to appropriately minimise and mitigate consequential risks to capital and future income such as geopolitical risks, financial risks etc. Taking these factors into account, the Directors confirm that they have a reasonable expectation that the Company will continue to operate and meet its expenses. The Company's portfolio consists primarily of U.S. investments.

The Strategic Report for the year ended 30 June 2025 has been approved by the Board and signed on its behalf by:

Marc Gabelli John Birch

Co-Chairman Co-Chairman

23 October 2025

Board of Directors

The Directors of the Company who were in office during the year and up to the date of the signing of the financial statements were as follows:

Marco M. Bianconi - Independent non-executive Director

Chair of the Audit & Risk Committee, member of the Conflicts and Remuneration Committees

Marco is Chief Corporate Development, M&A and Investor Relations Officer at Cementir Holding N.V. an international Building Materials manufacturer quoted on the Italian Stock exchange. He previously served for five years as CFO of its parent company Caltagirone SpA. Prior to this he worked for eight years at Fidelity Investments in London as Portfolio Manager and Pan European Equity Analyst. Marco holds a number of non-executive roles within the Cementir group and is non-executive director at Henderson European Trust Plc. Marco holds an MBA at NYU Stern School of Business, class 1996 and he is a Chartered Accountant since 1990. Marco was appointed to the Board on 5 June 2017.

John Birch - Non-executive Director and Co-Chairman

Chair of the Management Engagement and Conflicts Committees, member of the Remuneration and Nomination Committees

John is the Managing Partner of The Cardinal Partners Global S.a.r.l. Previously he was Chief Operating Officer of Sentinel Asset Management, Inc. and Sentinel Administrative Services, Inc., both members of National Life Group. He has also held senior roles in State Street, American Skandia Investment Services, Inc., Gabelli Funds, Inc. and Gabelli International. He has an MA in Tax and over 30 years experience in asset management. John was appointed to the Board on 5 June 2017.

Marc Gabelli - Non-executive Director and Co-Chairman

Chair of the Nomination Committee

Marc is a director and President of the Portfolio Manager's parent company, GGCP, a director of Associated Capital Group, Inc. "ACG" and is a Senior Portfolio Manager at Gabelli. As a fund manager, his focus is global value equity investments. He has managed several Morningstar five star mutual funds, and a Lipper #1 ranked global equity mutual fund. Marc is active in a variety of charitable educational efforts in the United States and United Kingdom. He has lived and worked in the U.K. at various times, beginning in 1990. He is a graduate of the Massachusetts Institute of Technology (M.I.T.) Sloan School of Management. Marc was appointed to the Board on 28 April 2017.

John Newlands - Independent non-executive Director

Member of the Audit & Risk Committee

John has served more than twenty years in the City of London, most recently with Brewin Dolphin Limited as Head of Investment Companies Research from 2007 to 2017. He was a member of the Association of Investment Companies Statistics' Committee from 2000 to 2017. He has an MBA from Edinburgh University Business School and is a Chartered Electrical Engineer. He has written four books about financial history, the most recent charting the History of the Scottish American Investment Company Plc. He is a non executive director of CQS New City High Yield Fund and Chair of Develop North PLC and Chair of the Investment Committee of Durham Cathedral. John was appointed to the Board on 8 February 2018.

Yuji Sugimoto - Independent non-executive Director

Member of the Nomination, Conflicts and Management Engagement Committees

Yuji has over 37 years experience in financial markets. He is a former Executive Director of Sumitomo Mitsui Banking Corporation in the US. Prior to this Yuji co-managed Japanese/Pan-Asian institutional research sales as a Managing Director at Lehman Brothers / Barclays. From 2003 to 2007 he managed a New York based Japanese equity hedge fund Sugimoto Capital Management LLC, which he founded. He started his career at Salomon Brothers working for 24 years in New York, London, Hong Kong and Tokyo in a number of institutional sales management positions as a Managing Director. He has a MBA from the University of Southern California and a B.A. in Economics from Columbia University. Yuji was appointed to the Board on 5 June 2017.

James Wedderburn - Independent non-executive Director

Chair of the Remuneration Committee and member of the Audit & Risk Committee

James has over 40 years experience in the investment industry. From 1999 to 2017 he was Director of the family office of Sir Peter Lampl, founder of the Sutton Trust social mobility charity, where he was responsible for all financial and investment matters and closely involved with the charity's finances. He worked previously at financial group Hamilton Lunn monitoring the global investments of ultra high net worth clients and, prior to that, was a fund manager at Invesco MIM and Samuel Montagu responsible for UK pension fund and charity clients. James spent his early career as a UK equity research analyst at Cazenove and Laing & Cruickshank after graduating from Oxford University. James was appointed to the Board on 15 November 2017.

Directors' Report

The Directors present the annual report and accounts of the Group for the year ended 30 June 2025. The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the UK and in accordance with the requirements of the Companies Act 2006.

The Company

The Company was incorporated in England and Wales on 28 April 2017 with registered number 10747219. The Company is registered as an investment company as defined by Section 833 of the Companies Act 2006 (the "Companies Act") and operates as such.

The Company was admitted to the Specialist Fund Segment of the Main Market of the London Stock Exchange and trading on the Official List of the International Stock Exchange on 19 July 2017.

The Company's Listing Sponsor on the International Stock Exchange is Ocorian Administration (Guernsey) Limited. The Company also operates an additional market quote for its ordinary shares on the London Stock Exchange, denominated in sterling.

Going concern

The Directors, having taken account of the continuing uncertainty around investee company valuations and implications on the Company's future income streams from various geopolitical conflicts and have determined that the Company's strategy, longer-term asset allocation, short-term liquidity and robust governance structure provide a sufficient basis for the Board to adopt the going concern basis for the Group for a period no less than 12 months from the date these accounts are made available.

In forming this position, the Directors considered the Company's investment objectives, risk management policies, capital management policies and procedures, the nature of the portfolio and expenditure projections in detail. The Company is able to meet all of its liabilities from its assets and the ongoing charges are approximately 2% of assets. This Going Concern statement should be read in conjunction with the Company's Viability Statement.

Directors

The Directors of the Company in office at the date of this report and their biographies are set out in the preceding section. Details of Directors' interests in the shares of the Company are set out in the Directors' Remuneration Report.

Directors' retirements are subject to the Company's Articles of Association (the "Articles"). The Articles provide that the directors may appoint a person who is willing to act as a director and any director so appointed is required to retire at the next AGM after his or her appointment and is eligible for reappointment. All directors who held office at the time of the two preceding AGMs and who did not retire by rotation at either of them are also required to retire by rotation and are eligible for reappointment. In addition, each Director considered to be non-independent will retire and being eligible offer themselves for re-election on an annual basis.

The Board has agreed to follow the recommendations of the latest Corporate Governance Codes and ask all Directors of the Company to offer themselves for re-election annually. Therefore, all the Directors will retire at the forthcoming AGM and, being eligible will offer themselves for re-election.

Having considered the Directors' performance as part of the annual Board evaluation process the Board believes that it continues to be effective and that the Directors each bring an appropriate level of knowledge, experience, business, financial and asset management skills. The Board therefore recommends that shareholders vote in favour of each Director's proposed election at the AGM.

Mr. Gabelli, as a Director and President of Gabelli Group Capital Partners, the parent company of Gabelli Funds, LLC (the "Portfolio Manager"), is deemed to be interested in the Company's Portfolio Management Agreement, as is Mr Birch, who serves on the Boards of other funds in the Gabelli/GAMCO group of companies.

There were no other contracts subsisting during the year under review, or up to the date of this report, in which a Director of the Company is or was, materially interested and which is, or was, significant in relation to the Company's business.

None of the Directors has a service contract with the Company. The terms of their appointment are provided to them in a letter when they join the Board. No Director is entitled to compensation for loss of office on the takeover of the Company. The powers of the Directors are set out in the Corporate Governance Report.

Directors' conflicts of interest

Directors have a duty to avoid situations in which they have, or could have, a direct or indirect interest that conflicts, or may potentially conflict, with the Company's interests. This is in addition to the continuing duty that Directors owe the Company to disclose to the Board any transaction or arrangement under consideration by the Company in which they are interested.

Directors are required to disclose any conflicts and potential conflicts of interest upon appointment. A schedule of these is maintained by the Company Secretary and provided at each quarterly Board meeting. Directors are responsible for keeping these disclosures up to date and in particular to notify any new potential conflicts of interest, or changes to existing situations, to the Company Secretary.

In accordance with the Companies Act 2006 and the Company's Articles, the Directors can authorise such conflicts or potential conflicts of interest. In deciding whether to authorise any conflict, the Directors must consider their general duties under the Companies Act 2006, and their overriding obligation to act in a way they consider, in good faith, will be most likely to promote the Company's success.

In addition, the Directors are able to impose limits or conditions when giving authorisation to a conflict, or potential conflict of interest, if they think this is appropriate. The authorisation of any conflict matter, and the terms of any authorisation, may be reviewed by the Board at any time.

The Board believes that the procedures established to deal with conflicts of interest operated effectively during the year under review.

Directors' indemnities

In accordance with the provisions of the Companies Act, the Company's Articles allow for Directors and officers of the Company to be indemnified out of the assets of the Company against all costs, losses, and liabilities incurred for negligence, default, breach of duty or trust in relation to the Company's affairs and activities, this was in force for the full fiscal year through the signing date of the financial statements. The Articles also provide that, subject to the provisions of the Companies Act 2006, the Board may purchase and maintain insurance for the benefit of Directors and officers of the Company against any liability which may incur in relation to anything done or omitted to be done or alleged to be done or omitted to be done, as a Director or officer. The Company has taken out Directors' and Officers' Liability insurance, which covers the Directors and officers of the Company, and this insurance was in force for the full fiscal year through the signing date of the financial statements.

Share capital

Full details of the Company's issued share capital are given in Note 11 to the Financial Statements. Details of the voting rights in the Company's shares as at the date of this report are also given in Note 6 in the Notes to the Notice of Annual General Meeting.

The ordinary shares carry the right to receive dividends and have one voting right per share. There are no restrictions on the voting rights of the ordinary shares or any shares which carry specific rights with regard to the control of the Company.

At the year end and at the date of this report there were accordingly 3,502,874 ordinary shares held in treasury.

Share Repurchase

The Company has authority to buy back shares in the market and may cancel or hold ordinary shares acquired by way of market purchase in treasury.

The Directors will consider repurchasing shares in the market under an extension of the programme if they believe it to be in shareholders' interests. It is the Board's intention that any shares bought back by the Company will be held in treasury and will only be sold at prices at or above the prevailing NAV per share ensuring a positive overall effect for shareholders when shares are bought back at a discount and then sold at a price at or above the NAV per share.

The current authorities to buy back and sell shares from treasury and to issue shares will expire at the conclusion of the 2025 Annual General Meeting. The Directors are proposing that these authorities be renewed at the forthcoming Annual General Meeting.

Loyalty Programme

The Company has implemented a loyalty programme to incentivise long-term share ownership. The loyalty programme is open to all shareholders, who are entered in the Loyalty Register, a separate register maintained by the registrar to allow a shareholder to increase its voting power after holding shares for a continuous period of at least five years. Each shareholder so registered will be entitled to subscribe for one special voting loyalty share in respect of each ordinary share held.

A shareholder may only exercise this right during the prescribed subscription period each calendar year, being between 1 and 14 December, by completing the appropriate subscription documentation and paying up the nominal value of the special voting loyalty shares. Subject to the receipt of valid subscriptions during the period and the satisfaction of certain requirements by the Company under the Companies Act and the Articles special voting loyalty shares would be issued on 31 December, or the preceding business day, should 31 December not be a business day.

Each ordinary shareholder and holder of special voting loyalty shares has the right to receive notice of, to attend, to speak at, and vote at general meetings of the Company. Each ordinary shareholder and holder of special voting loyalty shares who is present in person or by proxy at general meetings has one vote, whether on a show of hands or on a poll, in respect of each ordinary and special voting loyalty share held. At any general meeting ordinary shares and any special voting loyalty shares in the capital of the Company in issue would vote effectively one class.

The ordinary shares carry the right to receive dividends. The special voting loyalty shares are not entitled to participate in any dividend or distribution made or declared by the Company except for a fixed annual dividend equal to 0.00001% of their nominal value. On a winding up of the Company holders of special voting loyalty shares would be entitled to be repaid the capital paid up thereon pari passu with the repayment of the nominal amount of the ordinary shares. The special voting loyalty shares are not transferrable without the prior written consent of the Company.

There are no restrictions on the transfer of ordinary shares or on the exercise of voting rights attached to them, which are governed by the Company's Articles and relevant legislation. There are no shares which carry specific rights with regard to the control of the Company.

As at 30 June 2025, Associated Capital Group, Inc. is subscribed for 6,179,100 special voting loyalty shares.

Activities and Business Review

A review of the business and details of research activities can be found within the Strategic Report section of this Annual Report.

Alternative Investment Fund Managers

As an investment company that is managed and marketed in the United Kingdom, the Company is an Alternative Investment Fund ("AIF") falling within the scope of, and subject to the requirements of, the Alternative Investment Fund Managers Directive ("AIFMD"). The Company has appointed Gabelli Funds, LLC as its Alternative Investment Fund Manager ("AIFM") pursuant to the AIFMD.

Regulatory disclosures including the Key Investor Information Document are provided on the website.

Portfolio management and administration

Gabelli Funds, LLC ("Gabelli") was appointed as Portfolio Manager with effect from 15 June 2017 under a Portfolio Management Agreement (the "Agreement") with the Company under which portfolio management functions were delegated to Gabelli. Gabelli receives a management fee, payable monthly within 10 business days calculated at the rate of 0.85% of NAV accrued daily and calculated on each business day.

Gabelli is entitled to earn a performance fee under the Agreement in respect of each performance period, ending 30 June each year. For the year under review Gabelli was entitled to a performance fee of 20% of any outperformance of the net asset value total return, capped at 3% of the average NAV. For the year ended 30 June 2025 a performance fee of $1.3 million was to be paid (2024: nil).

Appointment of the Manager

The arrangements for the provision of portfolio management and other services to the Company is considered by the Board on an ongoing basis and a formal review is conducted annually. During the year, the Board considered the performance of Gabelli as Portfolio Manager by reference to the investment process, portfolio performance and how it had fulfilled its obligations under the terms of the Portfolio Management Agreement.

It is the opinion of the Board that the continuing appointment of Gabelli as Portfolio Manager, on the terms disclosed is in shareholders' interests as a whole. Among the reasons for this view is the depth, experience and investment process of Gabelli.

Facilitating Retail Investments

The Company conducts its affairs so that its shares can be recommended by independent financial advisers to ordinary retail investors in accordance with the FCA's rules in relation to non-mainstream pooled investments and intends to continue to do so for the foreseeable future.

The shares are excluded from the FCA's restrictions which apply to non-mainstream pooled investments because they are shares in an investment company.

Other third party service providers

Depositary and Custodian

The Company appointed State Street Trustees Limited as its Depositary under a Depositary Agreement dated 30 June 2017 between Carne, Gabelli and the Company. The main role of the Depositary under the AIFMD is to act as a central custodian with additional duties to monitor the operations of the Company, including cash flows and to ensure that the Company's assets are valued appropriately. The Depositary receives a fee payable at 0.025% per annum of the gross assets of the Company.

Under the Depositary Agreement, custody services in respect of the Company's assets have been delegated to State Street Bank and Trust Company. The Custodian receives a custody fee payable by the Company at rates depending on the number of trades and the location of securities held subject to a minimum annual fee payable of not less than $31,250 Custody fees of $45,000 were paid during the year under review (2024: $45,000). The depositary agreement is subject to 90 days' written notice of termination by any party.

Registrar

Computershare Investor Services Plc (the "Registrar") has been appointed as the Company's registrar pursuant to the Registrar Services Agreement. The Registrar is responsible for maintaining the Company's register of shareholders and also provides services in respect of the payment of dividends, provision of shareholder documentation and compliance with the Common Reporting Standard. Fees of $13,000 were paid to the Registrar during the year under review (2024: $13,000). Fees in respect of corporate actions will be agreed at the time of the corporate action.

Other Service Providers

Bridgehouse Company Secretaries Limited ("Bridgehouse") was formally appointed in May 2024 to take over as the Company Secretary from Kin Company Secretarial Limited ("Kin"). State Street Bank and Trust Company ("the Administrator") is responsible for the day-to-day administration of the Company including the maintenance of the Company's financial records and the calculation of the daily NAV.

The Bridgehouse agreement has no minimum term and is terminable by Bridgehouse or the Company on not less than one month's notice. Fees of $52,000 were paid for Company Secretarial services during the year under review (2024: $61,000).

Related Party Transactions

Gabelli Funds, LLC is a related party to the Company as it is considered to have significant influence over the Company. Gabelli Funds, LLC does not earn a fee for its role as AIFM; it earned $585,000 in portfolio management fees during the year ended 30 June 2025 (2024: $568,000).

Further details of related party transactions are provided in the note 16 to the financial statements.

Substantial shareholders

As at 30 June 2025, the Company had been advised by the following shareholders of their interests of 3% or more in the Company's ordinary issued share capital:

As at the date of this report the Company had not been notified of any changes and all other shareholders have less than a 3% interest in the Company's ordinary issued share capital.

Future developments

The Chairman's Statement and Portfolio Manager's report within this Annual Report contain details of likely future developments.

Financial instruments

The financial risk management and internal control processes and policies, and exposure to the risks associated with financial instruments can be found in Note 12 to the financial statements.

Results

The Company generated a profit for the year ended 30 June 2025 of $4,345,000 (2024: $1,992,000).

Disclosure of Information under Listing Rule 9.8.4

The disclosures required by Listing Rule 9.8.4, where relevant to the Company, are included at the end of this document.

Dividends and dividend policy

Between inception and 30 June 2025, the Company returned $3.05 per share to shareholders, consistent with its dividend policy. Dividends are paid only when declared by the Board subject to the Board's assessment of the Company's financial position and only if the Company has sufficient income and distributable reserves to make the dividend payment, and the level of dividend may vary over time.

Articles of Association

The Company's Articles can only be amended by special resolution at a general meeting of the shareholders. No amendments are proposed at the 2025 AGM.

Change of Control

There are no agreements the Company is party to that might be affected by a change in control of the Company. There are no agreements between the Company and its Directors for compensation for loss of office that occurs as a result of a takeover bid.

Exercise of Voting Rights in Investee Companies

The exercise of voting rights attached to the Company's portfolio has been delegated to the Portfolio Manager.

Streamlined Energy and Carbon Reporting

The Company is categorised as a lower energy user under the HMRC Environmental Reporting Guidelines March 2019 and is therefore not required to make the detailed disclosures of energy and carbon information set out within the guidelines. The Company's energy and carbon information is therefore not disclosed in this report.

Greenhouse Gas Emissions

The Company has no greenhouse gas emissions to report from its operations, nor does it have responsibility for any other emissions producing sources under the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013.

Modern Slavery Act 2015 (the "MSA")

The Company is an investment company and has only a few part-time executives. Accordingly, the Directors consider that the Company is not required to make a slavery and human trafficking statement under the MSA.

Employees, Social, Community, Human Rights and Environmental Matters

The Company is an investment company and has only a few part-time executives and accordingly it has no direct social, human rights or environmental impact from its operations. In carrying on its investment activities and relationship with suppliers the Company aims to conduct itself responsibly, ethically and fairly.

Board Diversity

As a close-ended investment company, the Company falls within the scope of LR 9.8.6 R (9) and LR 14.3.33 R (1) which requires companies in-scope to disclose against the following Diversity targets.

(i) at least 40% of the individuals on its Board of Directors are women

(ii) at least one of the following senior positions on its Board of Directors is held by a woman:

a. The chair

b. The Chief Executive

c. The Senior Independent Director

d. The Chief Financial Officer.

(iii) at least one individual on its Board of Directors is from a minority ethnic background.

As at 30 June 2025 the Company has met some but not all of the above targets, further details of which are set out in the Corporate Governance Report.

Political donations

No political contributions or donations were made during the financial period ended 30 June 2025.

Annual General Meeting

The following information to be discussed at the forthcoming Annual General Meeting is important and requires your immediate attention. If you are in any doubt about the action you should take, you should seek advice from your stockbroker, bank manager, solicitor, accountant or other financial adviser authorised under the Financial Services and Markets Act 2000 (as amended).

If you have sold or transferred all of your ordinary shares in the Company, you should pass this document, together with any other accompanying documents, including the form of proxy, at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee.

The Directors currently anticipate that this year's Annual General Meeting will be open to shareholders, but reserve the right to change arrangements for the meeting at short notice. Therefore shareholders are strongly encouraged to vote by proxy and to appoint the Co-Chairmen as their proxy. The following resolutions will be proposed to the AGM. Resolutions 13 and 14 are proposed to the meeting as special business of the meeting as ordinary resolutions. Resolutions 15-18 are proposed as special resolutions. Ordinary resolutions require a simple majority vote (above 50%) to be passed, whereas Special resolutions require at least a 75% majority vote to be passed.

Resolution 14

In accordance with the Investment Policy and as opportunities present themselves the Company may take majority and minority positions which may require management of such investments. The Articles will be adjusted accordingly in the resolution so that any such positions might be taken utilising shares including Special Voting Loyalty Shares so that an issuance and/or allotment could occur to parties that were not prior shareholders nor members of the Loyalty Programme.

Resolution 15 Authority to Allot shares

The Directors may only allot shares for cash if authorised to do so by shareholders in a general meeting. Resolution 15 seeks authority for the Directors to allot shares for cash up to an aggregate nominal amount of $26,021 which represents 20% of the current issued share capital. The authority will expire at the conclusion of the 2025 Annual General Meeting unless renewed prior to that date.

Resolution 17 Authority to buy back shares

Resolution 17 seeks to renew the authority previously granted to Directors to enable the Company to purchase up to 683,129 ordinary shares being 10% of the of the total number of voting rights of the Company at the latest practical date. The Directors will only consider repurchasing shares in the market if they believe it to be in shareholders' interests and as a means of correcting any imbalance between supply and demand for the Company's shares. Under the Listing Rules of the Financial Conduct Authority ("FCA"), the maximum price which can be paid is the higher of (i) 5% above the average market value of the ordinary shares for the five business days immediately preceding the date on which the purchase is made and (ii) the higher of the price quoted for (a) the last independent trade of, and (b) the highest current independent bid for, any number of ordinary shares on the trading venue where the purchase is carried out. In making purchases, the Company will deal only with member firms of the London Stock Exchange. The authority will expire at the conclusion of the 2025 Annual General Meeting unless renewed prior to that date.

Resolution 18 General Meetings on 14 clear days' notice

Resolution 18 seeks shareholder authority to call general meetings other than an AGM on 14 clear days' notice. The approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed. The Board will utilise this authority to provide flexibility when merited and would not use it as a matter of routine.

Recommendation

Your Board recommends all resolutions to shareholders as being in the best interests of the Company and its shareholders as a whole. The Directors therefore unanimously recommend that shareholders vote in favour of each resolution, as they intend to do in respect of their own beneficial holdings.

Directors' statement as to the disclosure of information to the auditors

In accordance with the requirement and definitions under section 418 of the Companies Act 2006, the Directors at the date of approval of this report confirm that:

· so far as they are aware, there is no relevant audit information of which the Company's auditors are unaware; and

· each Director has taken all the steps that they ought to have taken as a Director to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Appointment of independent auditors

PricewaterhouseCoopers LLP, the independent external auditors of the Company, were appointed in 2017. Resolutions to reappoint PricewaterhouseCoopers LLP as the Company's auditors, and to authorise the Audit Committee to determine their remuneration will be proposed at the forthcoming AGM.

The Directors' Report was approved by the Board on 23 October 2025.

By order of the Board

Marc Gabelli John Birch

Co-Chairman Co-Chairman

23 October 2025

Corporate Governance Report

This Report sets out the role and activities of the Board and explains how the Company is governed.

Governance

Applicable Corporate Governance Code and compliance in year

As a company admitted to trading on the Specialist Fund Segment, the Board has considered the principles and provisions of the Association of Investment Companies' Code of Corporate Governance (the 'AIC Code'). The AIC Code addresses the Principles and Provisions set out in the 2018 version of the Financial Reporting Council's UK Corporate Governance Code (the 'UK Code'), as well as setting out additional provisions on issues that are of specific relevance to the Company as an investment company listed on the London Stock Exchange.

The Board considers that reporting against the principles and provisions of the AIC Code, which has been endorsed by the Financial Reporting Council, provides more relevant information to shareholders. The following analysis explains how the company has complied with the principles and provisions of the AIC Code during the financial year.

The Board of Directors also recognise the critical importance of effective corporate governance to investors, potential investors and the Company's stakeholders, and the directors therefore give priority to high standards of corporate governance. The Board confirms that it complies with the recommendations of the AIC Code and the relevant provisions of the UK Code except as follows:

The AIC Code is available on the AIC website (www.theaic.co.uk). It includes an explanation of how the AIC Code adapts the Principles and Provisions set out in the UK Code to make them relevant for investment companies. The UK Code is available from the Financial Reporting Council's website at frc.org.uk.

The Board

Overview of the Board

The Board consists of six non-executive Directors. All Directors have a wide range of other interests and are not dependent on the Company itself. Their biographical details, which are set out in the Board of Directors section, demonstrate a breadth of investment, commercial and professional experience with an international perspective.

The Board has a formal schedule of matters specifically reserved for its decision, which are categorised under various headings, including strategy and management, internal controls and risk management, strategy and policy considerations, transactions, and finance.

The provision of the UK Code which relates to the combination of the roles of the chairman and chief executive does not apply as the Company has no executive directors. The Board meets quarterly to review investment performance, financial reports, discuss strategy and has the overriding responsibility for assessing and reviewing the company's risk appetite. Board or Committee meetings are also held on an ad hoc basis and as required to consider any other material issues as they arise.

Representatives of the Portfolio Manager and Company Secretary attend each meeting. The Board, the AIFM, the Portfolio Manager, the Company Secretary and other key services providers operate in a cooperative and constructive relationship.

Co-Chairmen

The Board is satisfied that other than their relationship with the Portfolio Manager, the Co-Chairmen, do not have any appointments or interests which may create a conflict of interest with the Company's activities or interests.

The Nomination Committee reviewed the performance of the Co-Chairmen during the year and is comfortable that they continue to have sufficient time to commit to their duties, and that they perform effectively in the role. The Board therefore recommends shareholders vote to re-elect the Co-Chairmen at the 2025 Annual General Meeting.

Board Diversity

When recruiting a new Director, the Board's policy is to appoint individuals on merit. The Board believes diversity is important in bringing an appropriate range of skills, knowledge and experience to the Board and gives that consideration when recruiting new Directors.

As at 30 June 2025 there were 6 male Directors, of multiple nationalities and ethnicities, and no female Directors on the Board. Whilst all future board appointments will be made on merit, the Directors have committed to keep the Board's gender diversity under review with a view to improving the ratio over time.

In accordance with LR 14.3.33 as at 30 June 2025 (the reference date) the Board has not met the FCA's specified targets on Board Diversity relating to gender or ethnicity. In accordance with LR 14.3.33a whilst the Company is supportive of the new measures which aim to improve the representation of women and ethnic minority groups at board level, the Board also acknowledges the size of the current Board and believes it remains appropriate to serve the size and stature of the company at this time. The Nominations Committee, however, is supportive of ensuring a more diverse pool of Board Level candidates are assessed for any Board Level appointments.

The Board Diversity Policy can be found on the company's website https://www.gabelli.co.uk/investment-products/gabelli-merchant-partners/gmp-documents/.

The tables below set out the numerical data on the ethnic background and the gender identity of the Board or Directors. The Company do not have any Executive Directors on the Board and therefore have not reported against that target which is non-applicable.

Table A: Gender Diversity Disclosures

Table B: Ethnic Diversity Disclosures

Role of the Board

The Board is collectively responsible for the long-term success of the Company and is accountable to shareholders and the Company's wider stakeholders for the performance and governance of the Company. It is also ultimately responsible for setting and executing the Company's strategic aims, its purpose, culture and values. The authority of the Board in these areas is subject to the Articles and to such approval of the shareholders in a general meeting as may be required from time to time.

The Board also ensures that the necessary resources are in place to enable the Company's objectives to be met in accordance with the Company's investment objective, and that shareholder value is maximised within a framework of proper controls.

The Directors exercise the powers conferred by the Company's Articles of Association and UK Company Law to manage the Company's interest for the benefit of shareholders and stakeholders.

As an investment company the Company's day to day responsibilities are delegated to third party service providers.

Purpose, Values and Culture

The Board takes its responsibilities under the AIC Code seriously and has accordingly sought to identify and promote each of: a corporate purpose, distinct values and a culture for the Company.

However, as a listed investment company, which has appointed third party service providers to operate its day to day business, the chosen purpose, values and culture are necessarily focused on the approach and activities of the Board of Directors.

Nevertheless, the Board prioritises the Company's primary investment objective, together with its proprietary Private Market Value with a Catalyst methodology, in defining its PMV with a Catalyst purpose. The Company's values and culture primarily reflect those of its experienced, independent and diverse individual board members, combined with the approach and professionalism of its appointed third party service providers.

The Board regularly monitors both the performance of the Company against its investment objective and proprietary methodology; and its individual directors and service providers to ensure continuing strong performance and integration with the Board's values and culture.

Employees, Social, Human Rights and Environmental Matters

The Company has limited, part-time executives but it has no direct social or community impact and limited environmental impact from its operations. However, the Company believes that it is in shareholders' interests to consider human rights issues, together with environmental, social and governance factors when selecting and retaining investments.

Directors' Appointment, Retirement and Succession

The rules concerning the appointment, retirement and rotation of Directors are set out in the Directors' Report. The Board believes that it has a reasonable balance of skills and experience. It recognises the value of the progressive refreshing of, and succession planning for, company boards, including for the Co-Chairmen. The Board's tenure and succession policy seeks to ensure that it maintains the balance of skills and experience required.

Directors must be able to demonstrate their commitment, in terms of time, to the Company. The Board is of the view that length of service does not itself impair a Director's ability to act independently or exercise good judgement, rather, a long serving Director can continue to offer valuable perspectives and experience.

When Directors are appointed they go through an induction programme organised by the Portfolio Manager to familiarise them with the specifics of the portfolio. Directors are also provided with key information on the Company's policies, regulatory and statutory requirements and internal controls on a regular basis.

Committees of the Board

The Board has established an Audit & Risk Committee, Nomination Committee, Remuneration Committee, Management Engagement Committee and a Conflicts Committee. Each Committee has defined terms of reference and duties.

Audit & Risk Committee

The Audit & Risk Committee is chaired by Marco Bianconi and consists of James Wedderburn and John Newlands and Marco Bianconi. The Audit & Risk Committee provides oversight of the financial reporting process to ensure that the information provided to the shareholders is fair, balanced and understandable and allows an accurate assessment of the Company's financial position. The Committee also reviews the robustness of the systems of internal controls, monitors the quality, effectiveness and objectivity of the external audit process and monitors the key risks facing the Company.

Nomination Committee

The Nomination Committee is chaired by Marc Gabelli and consists of Marc Gabelli, John Birch and Yuji Sugimoto. The Nomination Committee is responsible for reviewing Board succession, the policy on directors' tenure, the performance of the Board and its Committees and the appointment of new Directors. When voting on candidates for the appointment of new directors, only independent directors will vote.

Remuneration Committee

The Remuneration Committee is chaired by James Wedderburn and consists of James Wedderburn, John Birch and Marco Bianconi. The Remuneration Committee is responsible for setting the Directors' remuneration in conjunction with the Co-Chairmen and will take into consideration the Company's peer group and the potential to appoint external remuneration consultants when making decisions.

Management Engagement Committee

The Management Engagement Committee is chaired by John Birch and consists of John Birch and Yuji Sugimoto. The Management Engagement Committee is responsible for ensuring that the provisions of the Portfolio Management Agreement remain competitive and in the best interest of shareholders and to review the performance of the Manager, Portfolio Manager and other third-party service providers to the Company. Details of the management arrangements are set out in the Directors' Report.

Conflicts Committee

The Conflicts Committee is chaired by John Birch and consists of Marco Bianconi and Yuji Sugimoto. The Conflicts Committee is responsible for considering the potential conflicts of interest that may arise in relation to the operation of the Company with regard to the Directors, the AIF Manager, the Portfolio Manager and other service providers of the Company.

Board Evaluation

The Board undertook an annual self-evaluation of its performance, that of its committees and individual Directors, including the Co‑Chairmen. The reviews were led by the Co-Chairmen, in the case of the Board, and the Chairman of each committee otherwise.

Each Chairman determined the scope and format for the review, which generally confirmed the directors' view that the Board and its governance continued to function well with few issues.

There were no significant actions arising from the evaluation process and it was agreed that the composition of the Board, at that time, reflected a suitable mix of skills and experience, and that the Board as a whole, the individual Directors and its committees were performing in accordance with the provisions of the AIC Code other than where explained in this Report. The Board determined to keep the composition of the Board under review to align with the FCA's specific targets on Board Diversity.

Attendance at scheduled meetings

The table below sets out the number of Board and Committee meetings held during the year under review to 30 June 2025 and the number of meetings attended by each Director.

The Audit & Risk Committee will meet at least twice a year and all other Committees at least once a year and additionally as required.

Risk Management Directors' liability insurance

During the year the Company has renewed and maintained appropriate Directors & Officers' insurance on behalf of the Board.

Internal controls

The Board has overall responsibility for the Company's systems of internal controls and for reviewing their effectiveness. In common with the majority of investment companies, the Board has determined that the most efficient and effective management of the Company is achieved by the Directors determining the investment strategy, and the Portfolio Manager being responsible for the day-to-day investment management decisions on behalf of the Company.

Accounting, company secretarial and custodial services have also been delegated to third party service providers who specialise in these areas and can provide, because of their size and specialisation, economies of scale, segregation of duties, and all that is required to provide proper systems of internal control within a regulated environment.

As the Company has only newly appointed executives and its operational functions are undertaken by third parties, the Audit & Risk Committee does not consider it necessary for the Company to establish its own internal audit function. Instead, the Audit & Risk Committee examines internal control reports received from its principal service providers to satisfy itself as to the controls in place.

The internal controls aim to ensure that assets of the Company are safeguarded, proper accounting records are maintained, and the financial information used within the business and for publication is reliable. The need for an internal audit function is reviewed annually by the Committee.

The system therefore manages, rather than eliminates risk of failure to achieve the Company's business objectives and provides reasonable, but not absolute assurance against material misstatement or loss.

Shareholder relations and Annual General Meeting

The primary medium by which the Company communicates with its shareholders is through the Annual and Half Yearly Reports which aim to provide shareholders with a clear understanding of the Company's activities and results in the relevant financial period. This information is supplemented by the daily calculation and publication of the NAV per share to a regulatory information service.

The Annual and other General Meetings provide an opportunity for shareholders to engage with the Board of Directors, and the individual directors and the Investment Manager regularly communicate with significant shareholders to discuss company updates and other key events.

All shareholders are ordinarily encouraged to attend and vote at the Company's Annual General Meeting. However, it is explained in the Notice of Annual General Meeting that whilst the Directors anticipate the meeting in 2025 being open to shareholders, the Directors reserve the right to change arrangements at short notice. Shareholders are strongly encouraged to vote by proxy and to appoint the Co-Chairmen as their proxy. The Board and representatives of the Portfolio Manager are similarly usually available at the Annual General Meeting to discuss issues affecting the Company. They will be happy to answer any questions provided in writing prior to the meeting this year.

The Notice of Annual General Meeting details the business of the meeting. Any item not of an entirely routine nature is explained in the Directors' Report. The Notice of Annual General Meeting and any related papers are sent to shareholders at least 21 clear days before the meeting.

Substantial Shareholdings

A summary of the significant shareholders that have been notified to the Board as at the date of this report can be found in the Directors' Report.

Anti-Bribery Policy

The Company has zero tolerance towards bribery and is committed to carrying out business fairly, honestly and openly. The Board takes its responsibility to prevent bribery seriously and its service providers are contacted to regularly confirm their antibribery policies and controls.

Criminal Finances Act 2017

The Board has a zero tolerance approach to the facilitation of tax evasion.

On behalf of the Board.

Marc Gabelli John Birch

Co-Chairman Co-Chairman

23 October 2025

Report of the Audit & Risk Committee

As Chair of the Audit & Risk Committee, I am pleased to present the Report of the Audit & Risk Committee for the year ended 30 June 2025.

Role of the Committee

The Company has established a separately chaired Audit & Risk Committee (the "Committee") to ensure that the interests of shareholders are properly protected in relation to financial reporting, internal controls and risk mitigation.

The Committee meets on a quarterly basis in preparation for the publication of both the annual and half yearly results, and otherwise as necessary. During the period under review the Committee met four times.

Composition of the Committee

The Committee consisted of three Directors during the year under review whose biographies are set out in the Board of Directors section and the Committee composition was therefore unchanged.

The Committee as a whole has competence relevant to investment companies and is able to discharge its responsibilities effectively, with each Director having appropriate financial experience and as such contributing strongly to the Committee's operation.

The Company's Auditors are invited to attend meetings of the Committee on a regular basis. Representatives of the Portfolio Manager and other external advisors, including the Administrator, may also be invited to attend if deemed necessary by the Audit & Risk Committee.

Committee Responsibilities

The key responsibilities of the Audit & Risk Committee are to provide oversight of the financial reporting process to ensure that the information provided to the shareholders is fair, balanced and understandable and allows accurate assessment of the Company's position. The Committee also reviews the robustness of the systems of internal controls, monitors the quality, effectiveness and objectivity of the external audit process and monitors the key risks facing the Company.

The Committee's terms of reference are available on the Company's website at https://www.gabelli.co.uk/docs/pdfs/gmp_ actr.pdf.

During the year the principal activities of the Committee included:

· A comprehensive review of the full year, half year reports and annual report and accounts, considered the disclosures made in relation to internal controls, risk management, viability, going concern, related parties, and whether the reports are fair, balanced and understandable and whether it provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy;

· A review of the effectiveness of the external audit process, including the scope, execution, level of materiality, together with the independence, objectivity and efficiency of the external auditors and the quality of the audit engagement team;

· A review and approval of the external audit plan together with the annual audit fee;

· A review and assessment of the main risks faced by the Company, also considering that it is deemed a "close company" from a UK tax perspective, being subject to UK corporation tax;

· Monitored developments in the Group's risk management processes;

· A review of the appropriateness of the Company's accounting policies;

· Receiving from the Company's main third-party service providers reassurance on the adequacy and effectiveness of their internal controls processes and risk management systems. This initiative included a review of the key technology risks facing the company and its main service providers, including, but not limited to policies, practices and safeguards, cybersecurity and fraud, identification, assessment, monitoring, mitigation and the overall management of those risks

· A review of the adequacy and security of the company's arrangements with its contractors and external parties to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters. The Committee considered that the arrangements remained appropriate and proportionate.

Significant Issues and Audit Risk

During the year, the Audit & Risk Committee also considered a number of significant issues and areas of key audit risk in respect of the Annual Report and Accounts. The Committee reviewed the external audit plan at an early stage and concluded that the appropriate areas of audit risk relevant to the Company had been put in place to obtain a reasonable assurance that the financial statements as a whole would be free of material misstatement.

The Committee reviewed those items in the Group's financial statements that have the potential to significantly impact reporting and identified the management override of controls and the risk of fraud in income definition.

The following table sets out the key areas of risk identified and explains how these were addressed.

External audit

The Committee conducted a review of PricewaterhouseCoopers LLP's independence and audit process effectiveness as part of its review of the financial reporting for the year ended 30 June 2025. In considering the effectiveness, the Committee reviewed the audit plan, the level of materiality, key financial reporting risks, and the auditors' findings.

The Committee also considered the execution of the audit against the plan, as well as the auditors' reporting to the Committee in respect of the financial statements for the year. Based on this, the Committee was satisfied with the quality of the external audit process, with appropriate focus and challenge on the key audit risks.

The Committee advises the Board on the appointment of the external auditors and on their remuneration. It keeps under review the cost effectiveness and the independence and objectivity of the external auditors, mindful of controls in place to ensure the latter. To this end, the Committee has implemented a policy on the engagement of the external auditors to supply non-audit services.

The Committee was satisfied that the objectivity and independence of the auditors was not impaired as no non-audit services were undertaken during the year. Accordingly, the Committee recommended to the Board that shareholder approval be sought at the forthcoming AGM for the appointment of PricewaterhouseCoopers LLP as the Company's auditors for the ensuing financial year, and for the Committee to determine the auditors' remuneration.

Audit Tendering

PricewaterhouseCoopers LLP was appointed as auditors with effect from the Company's launch in July 2017. The Company is required to put the external audit out to tender at least every ten years, and at least every twenty years to change the auditors. The Company will be required to put the audit out to tender, at the latest following the 2027 year end. The Audit & Risk Committee will consider annually the need to tender as a consequence of audit quality or independence.

There are no contractual obligations that restrict the Company's choice of auditors.

During the year ended 30 June 2025 £0 was paid to the auditors for non-audit services (2024: £0). The auditors are required to rotate the Company's Lead Engagement Partner every five years. Kevin Rollo was appointed as the Audit Engagement Partner in 2021 and has successfully overseen the engagement for the financial year under review. This will be the fifth and final audit for Kevin Rollo, he will be replaced by Sarah Chandler for the 2026 accounts.

Internal Audit function

As the Company has only a few part-time employees and almost all of its operational functions are undertaken by third parties, the Committee does not consider it necessary for the Company to establish its own internal audit function. Instead, the Committee examines internal control reports received from its principal service providers to satisfy itself as to the controls in place.

The internal controls aim to ensure that assets of the Company are safeguarded, proper accounting records are maintained, and the financial information used within the business and for publication is reliable. The need for an internal audit function is reviewed annually by the Committee.

Whistleblowing, anti-bribery and corruption

The Company has only a few part-time employees; therefore no policies relating to whistleblowing, anti-bribery, or corruption are considered necessary. Notwithstanding this, the Company seeks at all times to conduct its business with the highest standards of integrity and honesty. Gabelli Funds, LLC is committed to complying with all applicable legal and regulatory requirements relating to accounting and auditing controls and procedures. Staff members of Gabelli Funds, LLC are encouraged to report complaints and concerns regarding accounting or auditing matters through available channels described in the Portfolio Manager's Whistleblower Policy.

Marco Bianconi

Chair of the Audit & Risk Committee

23 October 2025

Directors' Remuneration Report

The Board presents the Directors' Remuneration Report which has been prepared in accordance with the requirements of Sections 20-422 of the Companies Act 2006 and Schedule 8 to the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013. The law requires the Company's auditors to audit certain of the disclosures provided. Where disclosures have been audited this is indicated.

Statement from the Co-Chairmen

This Report describes how the Board has applied the principles relating to Directors' remuneration. The Company's Remuneration Policy was originally approved by shareholders at the AGM in 2018 and shareholders approved a version of the Remuneration Policy with minor further updates at the AGMs in 2019 and in 2020, in accordance with section 439A of the Companies Act 2006. Accordingly, the Company's Remuneration policy will be put to Shareholders for approval at this year's Annual General Meeting ('AGM') to be held on 4 December 2025. Further information on this resolution is contained within the notice of AGM.

Director's Remuneration Policy

In 2020, the Remuneration Policy was updated to increase the overall aggregate limit on fees payable to Directors from $150,000 to $180,000. The Company does not propose an increase to the aggregate limit to Non-Executive Director's fees this year and as such will only be seeking shareholder approval for the current limit of $180,000, which the Company deems to be at an appropriate level at this time.

Remuneration Committee

The Company has established a Remuneration Committee which meets at least once a year. Further details of the membership are provided in the Corporate Governance Report.

There are no performance related elements to the Directors' fees and the Company has no Executive Directors.

To ensure fees are set at an appropriate level, a comparison of the Directors' remuneration with investment companies of a similar size and/or mandate, is undertaken as well as taking into account any data published by the Association of Investment Companies. This comparison, together with consideration of any alteration in non-executive Directors' responsibilities, is used to review whether any change in remuneration is necessary. The review of fees is performed on an annual basis.

Following a review in September 2024, the Committee agreed that the Directors' fee would not increase for the year ending 30 June 2025. Any remuneration arrangements for new directors will be determined by the Committee in accordance with the Remuneration Policy, and would also be expected to mirror the above fee structure.

The additional fees shown in the table above paid to the Co- Chairmen of the Board (albeit Mr Gabelli waived his fee) and the Chairman and members of the Audit & Risk Committee during the year ended 30 June 2024 will also remain unchanged for the year ending 30 June 2025.

Consideration of Shareholders' Views

Shareholders' approval for the remuneration report will be sought at the 2025 AGM. Shareholders will have the opportunity to express their views and raise any queries on the policy either at or in advance of this meeting. At the previous AGM held on 4 December 2024, the Director's Remuneration Report received 100% votes in favour of the resolution.

Details of voting on the Remuneration Report at the 2025 AGM will be released via RNS announcement following the meeting and will be provided in the annual report for the year ending 30 June 2025.

Director's Remuneration Implementation Report (audited)

Single Total Figure of Remuneration

The single total remuneration figure for each Director who served during the year to 30 June 2025 is set out below with prior year comparison. The table below sets out the total remuneration costs paid by the Company. Mr. Gabelli waived the entitlement to his fees as Co-Chairman. Mr. Gabelli devotes a portion of his time employed by Gabelli to serve as Co-Chairman of the Company. An apportionment of his remuneration on a time served basis from employment by an affiliate of the Portfolio Manager would materially equate to the fees received by the other Directors of the Company for similar qualifying services.

Directors' notice periods and payment for loss of office Directors' appointments may be terminated without notice. In this event, the Director will only be entitled to fees accrued at the date of termination, together with reimbursement of any expenses properly incurred to that date. None of the Directors are entitled to post-employment benefits or termination benefits. No discretionary payments were made during the year to 30 June 2025.

The fees paid to Directors on an annual basis during the years ended 30 June 2025 to 2021 are as follows:

Directors' Interests

None of the Directors has been granted, or exercised, any options or rights to subscribe for the Ordinary Shares of the Company. The interests of the Directors (including their connected persons), who are not required to purchase shares, in the Company's share capital are as follows:

Relative Importance of Spend on Pay

The table below shows the Directors' remuneration in comparison with Portfolio management fees paid, dividends paid to shareholders and the Company's annual revenues.

Statement by the Co-Chairmen of the Board

The Directors confirm that the Directors' Remuneration Report set out above provides a fair and reasonable summary for the financial year ended 30 June 2025 of:

a) the major decisions on Directors' remuneration;

b) any substantial changes relating to Directors' remuneration made during the period; and

c) the context in which those changes occurred and the decisions which have been taken.

The Directors' Remuneration Report was approved by the Board on 23 October 2025 and is signed on its behalf by:

Marc Gabelli John Birch

Co-Chairman Co-Chairman

23 October 2025

Statement of Directors' Responsibilities in respect of the Financial Statements

We share this Report to Shareholders, encompassing the year ended 30 June 2025, and note certain developments post calendar year end. This period included several important changes for the Gabelli Merchant Partners Plc (the "Company"), which include:

· On 29 October 2024 the Company acquired its affiliated UK investment manager, GSIL UK, through the issuance of 96,493 new ordinary shares at a $0.50 per share premium to the Company's Net Asset Value.

· On 22 November 2024 the Company paid the full-year dividend in respect of the financial year ended 30 June 2024 of $0.16 per ordinary share.

· On 27 February 2025 the Board declared the first interim dividend for the financial year ended 30 June 2025 of $0.02 per ordinary share. The dividend was paid on 21 March 2025 to shareholders of record on 7 March 2025.

· Although the Company no longer meets the requirements of Section 1158 of the Corporation Tax Act 2010 to be an investment trust, it continues to conduct its affairs as an investment company.

On behalf of the Board of Directors, we thank investors for entrusting a portion of their assets with the Gabelli Merchant Partners Plc ("GMP"). We appreciate your confidence in the Gabelli long-term oriented investment method.

The Portfolio Manager's Review provides details of the important events that have occurred during the period and their impact on the financial statements.

Company Considerations

Investors should note the difference between book and accounting value. Deferred tax assets ("DTA") can be used to offset certain taxes as applicable in the United Kingdom. And as such based on a continuing level of activity the DTA are expected to be utilised over the foreseeable future resulting in the company not paying UK tax for this year.

As a result of Associated Capital Group, Inc.'s ownership of 92.7% of shares in issue, the Company is a consolidated subsidiary for Associated Capital Group, Inc.'s financial reporting purposes. As such, activities of the Company and of Associated Capital Group, Inc. could be deemed related parties for purposes of this disclosure.

Investors should note that as a close company with Associated Capital Group, Inc. controlling greater than 90% of shares that Associated Capital Group, Inc. may be able to ensure the approval of shareholder resolutions.

Principal Risks and Uncertainties

The principal risks and uncertainties faced by the Company fall into the following broad categories: investment portfolio; global macro events; operational; market and share price; financial; corporate governance and regulatory compliance; taxation; emerging and geopolitical risks. The global macro event category includes specific market and operational risks associated with the geopolitical conflicts, which continue to cause uncertainty and disruption across global economies and markets. Information on each of these identified risk areas, including mitigating actions taken by the Company, was provided in the Strategic Report in the Company's Annual Report and Accounts for the year ended 30 June 2025.

The Directors together with the Manager will continue to monitor business continuity and resilience processes with the objective of mitigating any potential for ongoing of the various ongoing geopolitical conflicts.

Related Party Disclosure and Transactions

During the financial year, other than fees payable by the Company in the ordinary course of business, there have been no material transactions with related parties which have materially affected the financial position or the performance of the Company.

Going Concern

The Board have closely monitored the impact of the various geopolitical events as the related continuing uncertainty have short- and potentially medium-term implications for the Group's investment strategy. Additionally, the Board is monitoring the period ahead on the basis of the Group not having investment trust status and its implications on the Group's investment return profile over the longer term. In context, the Board continuously monitors the Group's investment portfolio, liquidity and gearing, along with levels of market activity, to appropriately minimise and mitigate consequential risks to capital and future income such as geopolitical risks, financial risks etc. Taking these factors into account, the Directors confirm that they have a reasonable expectation that the Group will continue to operate and meet its expenses as they fall due. For these reasons, the Directors consider there is reasonable evidence to continue to adopt the going concern basis in preparing the accounts as at 30 June 2025.

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation. Company Law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the financial statements in accordance with UK adopted international accounting standards in conformity with the requirements of the Companies Act 2006. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and of the profit or loss of the Group for that period.

In preparing the financial statements, the Directors are required to:

· select suitable accounting policies and then apply them consistently;

· state whether applicable UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006 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 Group will continue in business.

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

The Directors are responsible for the maintenance and integrity of the Group's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Directors' confirmations

The Directors consider that the annual report and accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group's position and performance, business model and strategy. In the case of each Director in office at the date the Director's Report is approved:

· so far as the Director is aware, there is no relevant audit information of which the Group's auditors are unaware; and

· they have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Group's auditors are aware of that information.

The annual financial report was approved by the Board on 23 October 2025 and the above responsibility statement was signed on its behalf by the Co-Chairmen.

By order of the Board.

Marc Gabelli John Birch

Co-Chairman Co-Chairman

23 October 2025

Independent auditors' report to the members of Gabelli Merchant Partners Plc

Report on the audit of the financial statements

Opinion

In our opinion, Gabelli Merchant Partners Plc's group financial statements and parent company financial statements (the "financial statements"):

· give a true and fair view of the state of the group's and of the parent company's affairs as at 30 June 2025 and of the group's and parent company's profit and the group's and parent company's cash flows for the year then ended;

· have been properly prepared in accordance with UK-adopted international accounting standards; and

· have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements, included within the Annual Report and Accounts (the "Annual Report"), which comprise: Consolidated and Parent Company statement of financial position as at 30 June 2025; Consolidated and Parent Company statement of comprehensive income, Consolidated and Parent Company statement of changes in equity and Consolidated and Parent Company statement of cash flows for the year then ended; and the notes to the financial statements, which include a description of the significant accounting policies.

Our opinion is consistent with our reporting to the Audit & Risk Committee.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We remained independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC's Ethical Standard, as applicable to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC's Ethical Standard were not provided.

We have provided no non-audit services to the parent company or its controlled undertakings in the period under audit.

Our audit approach

Overview

Audit scope

· The company is a consolidated Investment company and engages Gabelli Funds, LLC (the "Manager") to manage its assets.

· We conducted our audit of the Financial Statements using information from State Street Global Services (the "Administrator") to whom the Manager has, with the consent of the Directors, delegated the provision of certain administrative functions.

· We used information from the Manager for the purposes of auditing material balances of Gabelli Securities International UK Limited, as a consolidated subsidiary of the Group.

· We tailored the scope of our audit taking into account the types of investments within the company, the involvement of the third parties referred to above, the accounting processes and controls, and the industry in which the company operates.

· We obtained an understanding of the control environment in place at both the Manager and the Administrator, and adopted a fully substantive testing approach using reports obtained from the administrator.

Key audit matters

· Valuation and existence of investments (group and parent)

· Income from investments (group and parent)

· Acquisition and consolidation of Gabelli Securities International UK Limited 'GSIL' (group)

Materiality

· Overall group materiality: $727,000 (2024: Not applicable) based on 1% of net assets.

· Overall parent company materiality: $690,650 (2024: $686,130) based on 1% of net assets, capped at 95%.

· Performance materiality: $545,250 (2024: Not applicable) (group) and $517,980 (2024: $514,598) (parent company).

The scope of our audit

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements.

Key audit matters

Key audit matters are those matters that, in the auditors' professional judgement, were of most significance in the audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon, were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

This is not a complete list of all risks identified by our audit.

Acquisition and consolidation of Gabelli Securities International UK Limited 'GSIL' is a new key audit matter this year. Otherwise, the key audit matters below are consistent with last year.

How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account the structure of the group and the parent company, the accounting processes and controls, and the industry in which they operate.

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we looked at where the Directors made subjective judgements, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain.

The impact of climate risk on our audit

In planning our audit, we made enquiries of the Directors and Manager to understand the extent of the potential impact of climate change risk on the Company's financial statements. Both concluded that the impact on the measurement and disclosures within the financial statements is not material because the Company's investment portfolio is primarily made up of Level 1 quoted securities which are valued at fair value based on market prices. We found this to be consistent with our understanding of the Company's investment activities.

We also considered the consistency of the climate change disclosures included in the Strategic Report with the financial statements and our knowledge from our audit.

Materiality

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

For each component in the scope of our group audit, we allocated a materiality that is less than our overall group materiality. There is only one component in the group and allocated 95% materiality.

We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in determining sample sizes. Our performance materiality was 75% (2024: 75%) of overall materiality, amounting to $545,250 (2024: Not applicable) for the group financial statements and $517,980 (2024: $514,598) for the parent company financial statements.

In determining the performance materiality, we considered a number of factors - the history of misstatements, risk assessment and aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end of our normal range was appropriate.

We agreed with the Audit & Risk Committee that we would report to them misstatements identified during our audit above $36,350 (group audit) (2024: Not applicable) and $34,530 (parent company audit) (2024: $34,307) as well as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons.

Conclusions relating to going concern

Our evaluation of the directors' assessment of the group's and the parent company's ability to continue to adopt the going concern basis of accounting included:

· Reviewing the Directors' assessment of the Group's financial position in the context of its ability to meet future expected operating expenses, their assessment of liquidity as well as their review of the operational resilience of key third-party service providers;

· Assessing the implications of potential significant reductions in Net Asset Value as a result of market performance on the ongoing ability of the Company to operate; and

· Assessing the impact of the structural and operational change to the group following the acquisition of Gabelli Securities International UK Limited and the ongoing strategy of the business.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the group's and the parent company's ability to continue as a going concern.

In relation to the directors' reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the directors' statement in the financial statements about whether the directors considered it appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial statements and our auditors' report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based on these responsibilities.

With respect to the Strategic report and Directors' Report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.

Strategic report and Directors' Report

In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors' Report for the year ended 30 June 2025 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.

In light of the knowledge and understanding of the group and parent company and their environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic report and Directors' Report.

Directors' Remuneration

In our opinion, the part of the Directors' Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006.

Corporate governance statement

The Listing Rules require us to review the directors' statements in relation to going concern, longer-term viability and that part of the corporate governance statement relating to the parent company's compliance with the provisions of the UK Corporate Governance Code specified for our review. Our additional responsibilities with respect to the corporate governance statement as other information are described in the Reporting on other information section of this report.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate governance statement is materially consistent with the financial statements and our knowledge obtained during the audit, and we have nothing material to add or draw attention to in relation to:

· The directors' confirmation that they have carried out a robust assessment of the emerging and principal risks;

· The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging risks and an explanation of how these are being managed or mitigated;

· The directors' statement in the financial statements about whether they considered it appropriate to adopt the going concern basis of accounting in preparing them, and their identification of any material uncertainties to the group's and parent company's ability to continue to do so over a period of at least twelve months from the date of approval of the financial statements;

· The directors' explanation as to their assessment of the group's and parent company's prospects, the period this assessment covers and why the period is appropriate; and

· The directors' statement as to whether they have a reasonable expectation that the parent company will be able to continue in operation and meet its liabilities as they fall due over the period of its assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions.

Our review of the directors' statement regarding the longer-term viability of the group and parent company was substantially less in scope than an audit and only consisted of making inquiries and considering the directors' process supporting their statement; checking that the statement is in alignment with the relevant provisions of the UK Corporate Governance Code; and considering whether the statement is consistent with the financial statements and our knowledge and understanding of the group and parent company and their environment obtained in the course of the audit.

In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate governance statement is materially consistent with the financial statements and our knowledge obtained during the audit:

· The directors' statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and provides the information necessary for the members to assess the group's and parent company's position, performance, business model and strategy;

· The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems; and

· The section of the Annual Report describing the work of the Audit & Risk Committee.

We have nothing to report in respect of our responsibility to report when the directors' statement relating to the parent company's compliance with the Code does not properly disclose a departure from a relevant provision of the Code specified under the Listing Rules for review by the auditors.

Responsibilities for the financial statements and the audit

Responsibilities of the directors for the financial statements

As explained more fully in the Statement of Directors' Responsibilities in respect of the Financial Statements, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and regulations related to breaches of the Corporation Tax Act 2010, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act 2006. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting of inappropriate journal entries to increase income or to overstate the value of investments and increase the net asset value of the company. Audit procedures performed by the engagement team included:

· Discussions with the Directors, the Manager and the Administrator, including consideration of known or suspected instances of non-compliance with laws and regulation and fraud;

· Evaluation of the controls implemented by the Manager and the Administrator designed to prevent and detect irregularities;

· Assessment of the company's compliance with the Corporation Tax Act 2010, including recalculation of numerical aspects of the tax expense; and

· Identifying and testing journal entries, in particular a sample of journals posted as part of the financial year end close process.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek to target particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion about the population from which the sample is selected.

A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report.

Use of this report

This report, including the opinions, has been prepared for and only for the parent company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

Other required reporting

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

· we have not obtained all the information and explanations we require for our audit; or

· adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

· certain disclosures of directors' remuneration specified by law are not made; or

· the parent company financial statements and the part of the Directors' Remuneration Report to be audited are not in agreement with the accounting records and returns.

We have no exceptions to report arising from this responsibility.

Appointment

Following the recommendation of the Audit & Risk Committee, we were appointed by the members on 1 July 2017 to audit the financial statements for the year ended 30 June 2018 and subsequent financial periods. The period of total uninterrupted engagement is 8 years, covering the years ended 30 June 2018 to 30 June 2025.

Other matter

The company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules to include these financial statements in an annual financial report prepared under the structured digital format required by DTR 4.1.15R - 4.1.18R and filed on the National Storage Mechanism of the Financial Conduct Authority. This auditors' report provides no assurance over whether the structured digital format annual financial report has been prepared in accordance with those requirements.

Kevin Rollo (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

London

23 October 2025

Consolidated and Parent Company statement of comprehensive income

for the year ended 30 June 2025