Annual Financial Report

To: RNS

Date: 28 July 2025

From: CT Global Managed Portfolio Trust PLC

LEI: 213800ZA6TW45NM9YY31

Information disclosed in accordance with Disclosure Guidance and Transparency Rule 4.1

Statement of Audited Results for the year ended 31 May 2025

Income Shares - 2025 Highlights

- Annual dividend of 7.60p per Income share (2024: 7.40p), an increase of 2.7%.

- Dividend yield(1) of 6.6% at 31 May 2025, based on total dividends for the financial year of 7.60p per Income share. This compares to the yield on the FTSE All-Share Index of 3.5%. Dividends are paid quarterly.

- Net asset value total return(2) per Income share of +4.2% for the financial year (2024: +7.0%), underperforming the total return of the FTSE All-Share Index of +9.4% (2024: +15.4%) by 5.2 percentage points.

- Share price total return(2) per Income share of +3.8% for the financial year (2024: +5.2%), underperforming the total return of the FTSE All-Share Index of +9.4% (2024: +15.4%) by 5.6 percentage points.

Growth Shares - 2025 Highlights

- Net asset value total return per Growth share of +2.5% for the financial year (2024: +12.7%), underperforming the total return of the FTSE All-Share Index total of +9.4% (2024: +15.4%) by 6.9 percentage points.

- Share price total return(2) per Growth share of +1.6% for the financial year (2024: +12.9%), underperforming the total return of the FTSE All-Share Index of +9.4% (2024: +15.4%) by 7.8 percentage points.

- Net asset value total return(2) per Growth share of +72.7% in the 10 years to 31 May 2025, the equivalent of +5.6% compound per year. This compares with the total return of the FTSE All-Share Index of +80.7%, the equivalent of +6.1% compound per year.

Notes:

(1) Dividend yield - based on dividends at the annual rate of 7.60p per Income share for the financial year to 31 May 2025 and the Income share price of 115.5p at 31 May 2025.

(2) Total return - the return to shareholders calculated on a per share basis taking into account both the reinvestment of any dividends paid in the period and the increase or decrease in the share price or NAV in the period.

Chairman's Statement

Performance

For the Company's financial year ended 31 May 2025 the NAV total return (capital performance plus the reinvestment of dividends paid) was +4.2% for the Income shares and +2.5% for the Growth shares, both of which underperformed the +9.4% total return for the FTSE All-Share Index, the benchmark index for both share classes. Of relevance and for interest, the FTSE All-Share Closed End Investments Index total return was +4.4% for the year.

Most of the underperformance occurred in the second half of the financial year during a period of heightened uncertainty in the global economy due to concerns of what the imposition of severe tariffs by the US on imports would mean for growth. Stock markets reacted negatively and moved sharply downwards, especially the US equity market. The investment company sector, with over half of its assets invested overseas, was also affected. Holdings with exposure to US assets, particularly to the technology sector, were impacted and although there was a sharp recovery starting in mid-April it was not enough to offset the declines experienced earlier in the first calendar quarter. This affected the Growth Portfolio in particular, which has a greater exposure in this area. However, it should be remembered that it is those investment companies that are exposed to secular growth in the technology and healthcare sectors that have generated particularly strong performance over the long term. Performance is discussed in greater depth in the Investment Managers' Review.

Recent years have been challenging for investment companies. Returns from major stock markets have been dominated by the largest companies, creating a difficult environment for active investment managers to outperform benchmarks, whilst higher interest rates have adversely affected alternative asset valuations. In addition, investment company discounts widened. Inevitably, these factors have impacted the Company's long-term returns: the compound annual NAV total returns over the 10 years to 31 May 2025 were +4.3% for the Income shares and +5.6% for the Growth shares, both returning less than the compound annual total return of +6.1% for the FTSE All-Share Index for the same period. The lesser returns have mostly been in the last four years. As explained in their Review, the Investment Managers are seeing value in both equity markets and alternative assets and, therefore, the current historically wide level of investment company discounts appear to represent attractive value.

Revenue and Dividends

For the financial year ended 31 May 2025, four interim dividends have now been paid totalling 7.60p per Income share, which represents an increase of 2.7% from the prior financial year (2024: 7.40p per Income share). The fourth interim dividend was paid after the year end on 11 July 2025.

This is the 14th consecutive year of dividend increase and the yield on the Income shares was 6.6% on the year end Income share price, compared with 3.5% for the FTSE All-Share Index.

In the absence of unforeseen circumstances, it is the Board's intention, in accordance with the Company's stated dividend policy, to pay four quarterly interim dividends, each of at least 1.90p per Income share, so that the aggregate dividends for the financial year ending 31 May 2026 will be at least 7.60p per Income share.

While it is not an objective or indeed a key performance indicator for the Company's dividend increase to exceed inflation over any period, the Board believes it is likely important to Income shareholders. It is hopefully therefore reassuring that, despite the tumultuous events and shocks of the last few years, the Company's total annual dividends have grown by more than inflation (as measured by the CPI), cumulatively over the last seven years and over longer periods, back to the Company's inception. It is fair to say the comparison is not quite so favourable in more recent years but it is close, and certainly in the Board's mind when declaring dividends.

After allowing for the payment of the fourth interim dividend, CT Global Managed Portfolio Trust has a revenue reserve of £2.76 million, equivalent to approximately 68% of the current annual dividend cost (at 7.60p per Income share). In addition, the £29.6 million distributable reserve (the 2022 special reserve, which was created following the cancellation of the share premium account) is attributable to the Income Portfolio. These reserves can be drawn on to support the payment of dividends to Income shareholders if and when considered appropriate by the Board, as has been the case this year.

Going forward, the Board believes the Income Portfolio's total return might be improved by an adaptable use of reserves in support of maintaining and increasing dividends paid to Income shareholders. This will afford the Investment Managers more choice with portfolio construction.

Borrowing

Effective 10 February 2025, the Company put in place a two- year unsecured revolving credit facility ('RCF') with The Royal Bank of Scotland International Limited ('RBSI') for £10 million. This replaced the Company's £5 million unsecured term loan and a £5 million RCF, both of which matured on that date. At the year end, £7 million of the RCF had been drawn down in the Income Portfolio (2024: total borrowings were also £7 million in the Income Portfolio), which represented 10.3% of its gross assets (2024: 10.4%). No borrowings were drawn down in the Growth Portfolio.

The Board is responsible for the Company's gearing strategy and sets parameters within which the Investment Managers operate. Borrowings are not normally expected to exceed 20% of the total assets of the relevant Portfolio; in practice they have been more modest and used to seek to enhance total return as well as the net income in the Income Portfolio.

Management of Share Price Premium and Discount to NAV

In normal circumstances we aim to ensure the discount to NAV at which our shares trade is no more than 5% and, during the financial year ended 31 May 2025, the Income shares and Growth shares traded at an average premium of +0.8% and an average discount of -1.8% respectively.

We are active in issuing shares to meet demand and buying back shares when this is appropriate. During the financial year 1,870,000 new Income shares were issued from the Company's block listing facility at an average premium to NAV of 1.7%. 50,000 Income shares and 150,000 Growth shares were also resold out of treasury at an average premium to NAV of 1.7% and 1.6% respectively.

In addition, 1,255,000 Growth shares were bought back into treasury at an average price of 255p per Growth share and at an average discount to NAV of -3.3%. 50,000 Income shares were also bought back into treasury at an average price of 115p per Income share and at an average discount to NAV of -2.9%.

The Board is seeking shareholders' approval to renew the powers to allot shares, buy back shares and sell shares from treasury at the forthcoming Annual General Meeting ('AGM'). Specifically, the Board is seeking approval to allow the Company to issue (or sell from treasury) up to 20% of its Income shares and up to 20% of its Growth shares without rights of pre-emption and, in this respect, there are two resolutions proposed. Each resolution is for up to 10% and, therefore, for an aggregate of up to 20% of each of the Income shares and Growth shares. This approach allows any shareholder who may not wish to give approval to an aggregate limit higher than that recommended by corporate governance guidelines the ability to approve the first resolution for up to 10% and to also consider the second resolution separately for a further 10%. The Board believes the ability to issue and buy back shares helps to reduce the volatility in the premium or discount of the share prices to the underlying NAVs and the 20% overall share allotment authority and the 14.99% buy back authority with respect to both the Income shares and Growth shares are therefore in the best interests of all shareholders.

Share Conversion Facility

Shareholders have the opportunity to convert their Income shares into Growth shares or their Growth shares into Income shares annually subject to minimum and maximum conversion quantum thresholds which may be reduced or increased at the discretion of the Board.

The ability to convert without incurring UK capital gains tax should be an attractive facility for shareholders who wish to do so, and the next conversion date will be on 30 October 2025. Information is provided in the Annual Report and Financial Statements and full details will be provided on the Company's website (ctglobalmanagedportfolio.co.uk) from 4 August 2025.

Investment Manager Succession

As announced in April 2025, Peter Hewitt, who had been responsible for the management of the Company's Income and Growth portfolios since the Company's launch in April 2008, gave notice of his desire to retire. Peter managed the portfolios with great knowledge, dedication and enthusiasm and communicated the Company's progress to shareholders regularly, engagingly and openly. Naturally, the Board and the Manager had been planning for Peter's retirement for some time, while acknowledging that managing Peter's succession would be no easy task. From 1 June 2025, the beginning of the Company's current financial year, the Portfolios are now managed by London-based Investment Managers Adam Norris and Paul Green, supported by the broader EMEA Multi-Asset Solutions team (of which they are members). Some background about each of Adam and Paul is provided in the Annual Report and Financial Statements. Shareholders will have an opportunity to meet Adam and Paul at the forthcoming AGM. The Board thanks Peter for his years of service to shareholders and wishes him a long and happy retirement. The Board also looks forward to working with Adam and Paul on the evolution of the portfolios in the best interests of all shareholders.

Investment Management Fee

The Board and Manager have agreed a reduction in the investment management fee (the 'Fee') with effect from 1 September 2025. The Fee will be reduced to 0.60% per annum of the net asset value of each portfolio of the Company (rather than 0.65% per annum of the total assets of each portfolio) and there will no longer be any charge on any assets which are invested in other investment vehicles managed by the Manager. In aggregate these changes will lead to an annualised pro forma reduction in the Fee paid to the Manager of approximately £135,000. It is the Board's intention to use much of this saving to enhance the marketing and promotion of the Company in the belief that the scale benefits that may accrue to shareholders will, in time, more than cover the additional investment. Basing the Fee on net asset value rather than total assets better aligns the interests of the Manager and shareholders, in essence by not charging on any borrowings, and, while there are merits in the alignment of interests achieved between the Manager and shareholders by a Fee based on market capitalisation, the Company's share issuance and buy-back policy ensures this alignment is effectively achieved.

AGM

The Annual General Meeting will be held on 1 October 2025 at Columbia Threadneedle Investments, Cannon Place, 78 Cannon Street, London, EC4N 6AG at 11.30am. Adam Norris and Paul Green will give a presentation and provide an overview of their investment strategy together with their views on the outlook.

Voting on all resolutions at the AGM will be held on a poll, the results of which will be announced and posted on the Company's website following the meeting (ctglobalmanagedportfolio.co.uk). All shareholders are therefore encouraged to make use of the proxy form or form of direction provided, in order that they can lodge their votes.

Should shareholders have any questions or comments in advance, these can be raised with the Company Secretary ([email protected]). Following the AGM, the Investment Managers' presentation will be available on the Company's website.

Outlook

While the economic backdrop remains relatively benign, there is a prevailing level of elevated uncertainty thanks, in the main, to the tariff policies of the US administration. While many tariff levels are likely to ultimately be lower than those threatened at the start of April, the global economy is still facing the highest level of tariffs since the 1930s. This means there are still notable downside risks to growth and upside risks to inflation, though precise forecasting remains especially difficult until there is more clarity on the size, scope and duration of the aforementioned tariffs. Provided the impact on growth, inflation and corporate earnings is limited, equity markets have the potential to continue to 'look through' the worst of the tariff headlines on the assumption that economic pragmatism will prevail.

Towards the end of the financial year, European, Asian and UK stocks showed signs of outperformance versus the US market, as the notion of 'US exceptionalism' was challenged. Whilst foreign exchange markets may well adjust, the US stock market, due to its wealth of technology stocks and deep capital markets, is likely to generate continued superior earnings growth versus the rest of the world. Your Company will remain diversified across a broad spread of investment companies, covering a variety of geographies, sectors and investment managers. This diversification should prove of particular merit during especially uncertain times.

David Warnock

Chairman

25 July 2025

Investment Managers' Review

"We are both excited to be the new Investment Managers for CT Global Managed Portfolio Trust and would like to thank Peter Hewitt for his long-term stewardship of shareholder assets since the Company's launch in 2008. We consider ourselves privileged to be the Company's Investment Managers and will endeavour to invest prudently for the benefit of all shareholders and to continue Peter's passion for the investment company sector."

Q: What were the key influences on the market over the year?

The sporting cliché 'a game of two halves' is a very apt summary describing the environment for equity markets over the reporting period. The first six months of the financial year ended 31 May 2025 continued the trend apparent over recent years of the US stock market leading world equity markets in terms of returns. The prospect of a return of President Trump in the November election, with the promise of business-friendly policies and tax cuts, both personal and corporate, together with a strongly growing economy, helped the US stock market to all-time highs. Meanwhile, in the UK, the October budget from the new government, which included increased taxes on business, did not go down well with investors. As a result, the UK stock market went sideways and continued to relatively underperform globally.

The environment for financial markets, and the US stock market in particular, changed markedly soon after the new President took power towards the end of January. A series of pronouncements regarding the widespread imposition of tariffs on goods coming into the US led to a sharp sell-off in stock markets, led by the US on the way down. The implication for growth everywhere was not good. In the US, concerns over tariffs and fears of upside risks to inflation caused volatility in bond markets. This became heightened after 'liberation day' on 2 April when actual tariffs on individual countries were announced, with China being hit the hardest. Bond markets in the US reacted badly, with yields moving higher. Only a week later, various pauses on tariffs were announced to allow negotiations to take place. Equity markets began to recover sharply.

Tariff agreements with individual countries, at much lower levels than were initially announced (but still higher than before the election), were announced, for example with the UK, whilst discussions remain underway regarding bi-lateral deals with a series of other countries. In the US, the Federal Reserve has paused interest rate reductions due to widespread uncertainty affecting major sections of the economy. In continental Europe and the UK, interest rate cuts have continued as the inflation outlook eases.

Total Return by Region for the Year Ended 31 May 2025 (sterling adjusted)

Source: Columbia Threadneedle Investments

The table above shows returns from most regions in a narrow band of mid to high single digits for the year. However, this masks a major recovery in the second half of the year by a number of non-US equity markets, led by Europe and the UK. As investors viewed the US with increased uncertainty the relative stability of other regions both economically and politically became more attractive for investors. With valuations much less demanding than in the US, both the UK and continental European stock markets experienced a much improved second half in terms of returns.

A key feature of the year under review has been the weakness of the dollar, most of which occurred in the second half of the year amidst a blizzard of tariff announcements. Certain other currencies benefitted with, as an illustration, sterling appreciating against the dollar by nearly 6% over the year (all of which occurred post President Trump taking power). This has the effect of reducing returns from US assets when translated back into sterling.

Since the start of 2022 a feature of stock market returns in the UK, US and continental Europe has been the dominance of the largest companies in terms of market leadership. The table below highlights the performance trends within the UK stock market over the past year.

Total Returns for the Year Ended 31 May 2025

FTSE 100 Index +10.1%

FTSE 250 Index +4.8%

FTSE Small Cap (ex-Investment Trusts) Index +6.3%

FTSE AIM All-Share Index -5.5%

FTSE All-Share Closed End Investments Index +4.4%

Source: Columbia Threadneedle Investments

The trend of the largest companies within stock markets leading in terms of share price performance has been evident in other equity markets like the US and continental Europe. In the case of the UK, the make-up of the FTSE 100 is markedly different from indices representing medium sized and smaller companies. Sectors like oils, banks, pharmaceuticals, utilities, mining and tobacco have significant weightings, and they are viewed as 'old economy' low growth mature sectors.

However, at times of uncertainty, investors exhibit a preference for larger companies as these are perceived as better placed to survive an adverse environment of high inflation and interest rates. Over the past twelve months this has again been evident.

In the autumn of 2024 acute uncertainty in the UK over the new government's first budget pervaded financial markets and then in the early part of 2025 fear and uncertainty over the potential introduction of widespread tariffs by the US and what it could mean for growth severely affected investor sentiment. The preceding table highlights the significant outperformance from the very largest companies in the UK stock market.

Q: How did each Portfolio perform over the financial year?

For the year ended 31 May 2025 the FTSE All-Share Index recorded a 9.4% rise (in total return terms). Over the same period the net asset value of the Growth Portfolio gained 2.5% whilst that of the Income Portfolio was up by 4.2% (again in total return terms). For information, the FTSE All-Share Closed End Investments Index rose by 4.4%.

All of the underperformance from the Growth Portfolio and most of the underperformance from the Income Portfolio occurred in the second half of the financial year.

A key factor behind the relative performance, which was very evident in the second half of the financial year, was performance leadership within the stock market. At the halfway stage, all of the different size indices within the stock market had performed in a narrow range for the first six months of the financial year. However, a sizeable gap opened up between the FTSE 100 Index and the FTSE 250 Index, the FTSE SmallCap (ex-Investment Trusts) Index, the FTSE AIM All-Share Index and importantly the FTSE All-Share Closed End Investments Index. For active fund managers who are seeking to outperform an equity index this is difficult because it is not easy to be overweight the very largest companies which may comprise substantial portions of an index. Over the longer-term, medium and smaller companies tend to grow their profits and earnings more rapidly which drives performance. Encouragingly the final two months of the financial year saw a reversal of this trend.

The second key factor, not unrelated, relates to investment company discounts. Over the course of the year the average sector discount widened slightly from just over 14% to just over 15% by the year end. However, over the course of the year there was significant volatility in discounts. Following the UK election last July, the average sector discount narrowed to 12%. However, by the time of the pause in the imposition of tariffs was announced in mid-April 2025, they had widened to 20%, only to narrow sharply thereafter. The ongoing shifts in discounts unsettled investor confidence and demand for investment company shares remained consistently low over the period whilst the supply (selling) continued at high levels. The only consistent source of demand (buying) came from investment companies themselves in the form of share buy-backs and also activist shareholders.

The chart on p19 of the Annual Report and Financial Statements puts in perspective the long-term trend of discounts. In broad terms there was a steady tightening from 2010 to 2021, however the last three and half years have seen a sharp reversal to the current level of 15%. Narrowing discounts were a key feature of the sector's outperformance through to 2021 and similarly widening discounts have been a key feature of the underperformance in recent years. There is little doubt that at the current historically wide level the investment company sector represents attractive value.

Q: On 1 June 2025 you were appointed as Investment Managers. What are your backgrounds?

Adam Norris

I am a portfolio manager in Columbia Threadneedle's EMEA Multi-Asset Solutions team. I joined Columbia Threadneedle through the acquisition of BMO GAM (EMEA) in 2021, having joined the firm in 2013 when it was known as F&C Investments. I joined the Multi-Manager team in February 2016, which became part of EMEA Multi-Asset Solutions team in 2024. I graduated with a BA in Economics and Politics from University of Leicester, am a CFA Charterholder and have attained the CFA Institute ESG Certificate, as well as the Investment Management Certificate.

Paul Green

I am also a portfolio manager in Columbia Threadneedle's EMEA Multi-Asset Solutions team. I started my career at Rothschild Asset Management and then moved to Credit Suisse Asset Management in 2001. In 2007, I joined BMO GAM (EMEA)'s Multi-Manager team. As Adam mentioned, BMO GAM (EMEA) was acquired by Columbia Threadneedle in 2021 and the Multi-Manager team became part of its EMEA Multi-Asset Solutions team in 2024. I hold the Investment Administration Qualification (IAQ), the Investment Management Certificate, the CISI Level 6 Certificate in Private Client Investment Advice and Management and the CISI Diploma.

Q: Are the Company's investment objectives changing?

No, the Company's investment objectives remain unchanged. The Company remains a 'one-stop-shop' for investment company exposure, blending the best portfolio managers in the investment company universe.

The Company has two share classes: Growth shares and Income shares, with their objectives unchanged. The objective for the Growth Portfolio is to provide investors with capital growth. The objective for the Income Portfolio is to provide investors with an attractive level of income (paid quarterly), with the potential for income and capital growth.

The Company's investment Portfolios will remain well diversified by market, asset class and investment approach, and will continue to invest in UK listed investment companies which themselves invest in public equity, private equity and alternatives around the world.

Q: How do you select holdings for CT Global Managed Portfolio Trust?

At the heart of the process is to understand investment company managers, their style of investment and how repeatable their own process is. We consider it of paramount importance, much like Peter did before us, to meet with investment company managers in order to understand their culture, philosophy and investment process. This will remain fundamental to the selections made within CT Global Managed Portfolio Trust.

We then take our understanding of a manager's investment process and use our proprietary scoring system. This condenses the subjective areas of investing more broadly into a single numeric score. It captures areas such as our view of the process, relevant manager and team experience, buy-backs and issuance and valuation details as well as our view of the overall use of the investment company structure.

In addition, we review manager positioning through time, understanding the geographic and investment style exposures which have contributed to company performance.

Q: How should an investor expect the two portfolios to change over the next 12 months?

In the coming financial year, we will continue to review the best ideas available in the investment company universe and invest into those which we believe can generate strong returns for shareholders. We will continue to focus on geographies, themes or investment sectors which we believe can drive long-term capital and income for shareholders. As part of the Manager's Multi-Asset Solutions team, we are constantly assessing both macroeconomic conditions and the valuations of different asset classes. Any decisions we make will be thoughtful around return and risk expectations.

We will look to invest in the best ideas we can find in the investment company sector and make use of quantitative systems to assist with diversification and portfolio construction. These systems allow us to review portfolio manager holdings and their market exposures, such as country and sector breakdowns. By using a mixture of our qualitative understanding and these quantitative inputs, we will seek to invest the Portfolios into best-in-class investment company managers as well as reduce overlapping market exposures. This will result in the Portfolios becoming more concentrated over time whilst remaining well diversified on an underlying security basis. In addition, given the value on offer, investors will likely see increased allocation to alternative asset classes, such as infrastructure and property, where we believe the total return opportunities are attractive, underpinned by sustainable dividends. As a result, the Growth and Income portfolios may, at certain points in time, have an increased degree of overlap, as we focus on generating total returns for investors.

Q: What is your outlook on the market?

Whilst policy uncertainty and geopolitical risks remain elevated, we continue to see value in equity markets and risk assets more broadly. We believe US equities have scope for outperformance with superior growth rates versus their rest of the world competitors, with its concentration of technology- related stocks, deep capital markets and vibrant economy.

After a tough three-year period, we are also a little more sanguine on the outlook for Asia and Emerging Markets. A weakening dollar, perhaps an intention of the US administration rather than a symptom, low valuations and rebounding earnings growth could make a potent mix for equity returns. Chinese technology companies, for instance, are demonstrating impressive innovation and trade at considerably lower multiples than their US equivalents.

UK equities appear cheap. However, once adjusted for sector composition, the discount versus continental European and Asia-equity markets becomes less pronounced. Whilst it is encouraging to see continuing merger and acquisition ('M&A') activity within small and medium sized companies which is beneficial for short-term performance, the UK issuance market remains moribund, implying the UK equity market is not yet replacing its most attractive companies. Further still, high profile re-listings of stocks away from UK market leaves fewer exciting companies for active managers to own.

Listed private equity portfolios, on the whole, are ripe with value. Once US capital markets reopen more fully - only a matter of time in our opinion - then exits will materialise, and shareholder returns delivered. Despite large discounts to net asset values, overall, the UK listed private equity market is comprised of top-quality private equity managers.

We see strong value in certain alternative asset classes which are offering both the opportunity for income and capital growth. Areas such as infrastructure, renewable energy generation and property have suffered due to sensitivities to interest rates and offer compelling total return opportunities. This is despite a pick-up in M&A activity, where prices paid for acquisition represent meaningful premiums to the undisturbed share prices. We expect this theme to continue until such time as a re-rating of the alternatives sector materialises. In addition, industry shareholders are requiring larger, more liquid investment companies and we would expect industry consolidation to continue.

We are further encouraged to see boards of directors continuing to promote more flexible capital policies. Board initiatives such as debt paydown, buy-backs or tender offers can be powerful tools in generating shareholder returns.

We feel privileged to become the Investment Managers of your Company. It coincides at a time when we believe there are pockets of tremendous value in the investment company sector and feel optimistic about the year ahead.

Adam Norris and Paul Green

Investment Managers

Columbia Threadneedle Investment Business Limited

25 July 2025

Income Statement

For the Year ended 31 May 2025

The total column of this statement is the Profit and Loss Account of the Company. The supplementary revenue and capital columns are prepared under guidance published by The Association of Investment Companies.

Segmental analysis, illustrating the two separate portfolios of assets, the Income Portfolio and the Growth Portfolio, is shown in note 2 to the financial statements.

All revenue and capital items in the Income Statement derive from continuing operations.

Return attributable to shareholders represents the profit/(loss) for the year and also total comprehensive income.

Income Statement

For the Year ended 31 May 2024

The total column of this statement is the Profit and Loss Account of the Company. The supplementary revenue and capital columns are prepared under guidance published by The Association of Investment Companies.

Segmental analysis, illustrating the two separate portfolios of assets, the Income Portfolio and the Growth Portfolio, is shown in note 2 to the financial statements.

All revenue and capital items in the Income Statement derive from continuing activities.

Return attributable to shareholders represents the profit/(loss) for the year and also total comprehensive income.

Balance Sheet

As at 31 May 2025

Balance Sheet

As at 31 May 2024

Cash Flow Statement

Year ended 31 May 2025

Cash Flow Statement

Year ended 31 May 2024

Statement of Changes in Equity

For the Year ended 31 May 2025

Statement of Changes in Equity

For the Year ended 31 May 2024

Principal Risks and Uncertainties

As an investment company investing primarily in listed securities, most of the Company's principal risks and uncertainties that could threaten the achievement of its objective, strategy, future performance, liquidity and solvency are market-related.

A summary of the Company's risk management and internal control arrangements is included within the Report of the Audit Committee in the Annual Report and Financial Statements. By means of the procedures set out in that summary, the Board has established an ongoing process for identifying, evaluating and managing the significant risks faced by the Company. The Board also considers emerging risks which might affect the Company and related updates from the Manager on such risks are also considered. During the year, significant and emerging risks included the outlook for inflation, ongoing macroeconomic and geopolitical concerns, and the impact on financial markets of US trade tariffs. Any emerging risks that are identified and that are considered to be of significance are included on the Company's risk register with any mitigations. These significant risks, emerging risks and other risks are regularly reviewed by the Audit Committee and the Board. The Audit Committee and the Board have also regularly reviewed the effectiveness of the Company's risk management and internal control systems for the period.

The principal risks and uncertainties faced by the Company, and the Board's mitigation approach, are described below.

Market risk

The Company's assets consist mainly of listed closed-end investment companies and its principal risks are therefore market-related and include market risk (comprising currency risk, interest rate risk and other price risk), liquidity risk and credit risk.

Climate change may also have an impact on investee companies in the coming years.

Uncertainty in markets, with events such as the war in Ukraine, increased conflict in the Middle East and the impact on financial markets of US trade tariffs, together with macroeconomic and geopolitical concerns, have led to volatility in the Company's NAV.

No change in overall risk during the year, but, given macroeconomic and geopolitical concerns, this risk remains heightened.

Mitigation

The Board regularly considers the composition and diversification of the Income Portfolio and the Growth Portfolio and considers individual stock performance together with purchases and sales of investments. Investments and markets are discussed with the Manager on a regular basis.

Engagement on financially material environmental, social and governance matters is undertaken by the Manager and its approach is explained on pages 21 and 22 of the Annual Report and Financial Statements.

The Board has, in particular, considered the impact of market volatility, macroeconomic and geopolitical concerns and inflation and they are discussed in the Chairman's Statement and Investment Managers' Review. As a closed-end investment company, the Company is not constrained by asset sales to meet redemptions so can remain invested through volatile market conditions and is well suited to investors seeking longer-term returns.

Investment performance risk

Incorrect strategy, asset allocation, stock selection (in the context of the market, economic or geopolitical backdrop) and the use of gearing could all lead to poor returns for shareholders.

No change in overall risk during the year, but, given macroeconomic and geopolitical concerns, this risk remains heightened.

Mitigation

The investment strategy and performance against peers and the benchmark are considered by the Board at each meeting and reviewed with the Manager. The Board is responsible for setting the gearing range within which the Manager may operate and gearing is discussed at every meeting and related covenant limits are closely monitored. The Manager's Investment Risk team provide oversight on investment risk management.

The Income Portfolio and Growth Portfolio are diversified and principally comprise listed closed-end investment companies and their compositions are reviewed regularly by the Board.

Underlying dividends from investee companies are also closely monitored and the revenue reserve and the 2022 special reserve attributable to the Income Portfolio can be drawn to support the payment of dividends to Income shareholders.

If required, the Board can hold additional meetings at short notice to discuss any significant matters.

Third party service delivery and cyber risk

Failure of the Manager as the Company's main service provider or disruption to its business, or that of any other outsourced or third party service provider, could lead to an inability to provide accurate reporting and monitoring or misappropriation of assets, leading to a potential breach of the Company's investment mandate or loss of shareholders' confidence.

The risk includes failure or disruption as a consequence of external events such as the COVID-19 pandemic.

External cyber attacks could cause such failure or could lead to the loss or sabotage of data.

No change in overall risk during the year.

Mitigation:

The Board meets regularly with the management of the Manager and its Operational Risk Management team to review internal control and risk reports, which includes oversight of its own third party service providers. During the year, the Audit Committee also met with a representative of the Manager's internal audit function to discuss the outcome of its recent projects and planned activities. The Manager's appointment is reviewed annually and the contract can be terminated with six months' notice. The Manager has a business continuity plan in place to ensure that it is able to respond quickly and effectively to an unplanned event that could affect the continuity of its business.

The Manager has outsourced certain functions (such as fund accounting services) to State Street Bank and Trust Company ('State Street') and supervision of such third party service providers, including the administrator of the Manager's savings plans, has been maintained by the Manager. This includes the review of IT security and heightened cyber threats.

The Manager also closely monitors the performance of its technology platform to ensure it is functioning within acceptable service levels. Periodically, the Audit Committee receives a presentation from the Manager's Chief Information Security Officer on its information and cyber security programme.

The Board receives quarterly reports from the Depositary confirming safe custody of the Company's assets and cash and holdings are reconciled to the Custodian's records. The Custodian's internal controls reports are also reviewed by the Manager and key points reported to the Audit Committee. The Board also receives periodic updates from the Custodian on its own cyber security controls.

The Depositary is specifically liable for loss of any of the Company's assets that constitute financial instruments under the AIFMD.

Viability Assessment and Statement

In accordance with the UK Corporate Governance Code, the Board is required to assess the future prospects for the Company and considered that a number of characteristics of the Company's business model and strategy were relevant to this assessment:

· The Company's investment objective and policy, which are subject to regular Board monitoring, means that the Company is invested principally in two diversified Portfolios of listed closed-end investment companies and the level of borrowing is restricted.

· The Company's investments are principally in listed securities which are traded in the UK on the London Stock Exchange's Main Market or other regulated exchanges and which are expected to be readily realisable.

· The Company is a listed closed-end investment company whose shares are not subject to redemptions by shareholders.

· Subject to shareholder continuation votes, the next of which will be at the AGM in 2028 and five yearly thereafter, the Company's business model and strategy is not time-limited.

Also relevant were a number of aspects of the Company's operational arrangements:

· The Company retains title to all assets held by the Custodian under the terms of a formal agreement with the Custodian and Depositary.

· The borrowing facility, which remains available until February 2027, is subject to a formal agreement, including financial covenants with which the Company complied in full during the year.

· Revenue and expenditure forecasts are reviewed by the Directors at each Board meeting.

· The operational robustness of key service providers and the effectiveness of alternative working arrangements.

· Alternative service providers can be engaged at relatively short notice if necessary.

The Directors also considered:

· The level of ongoing charges incurred by the Company which are modest and predictable and, excluding the ongoing charges of underlying funds, total 1.22% and 1.11% of average net assets (at 31 May 2025) for the Income shares and Growth shares respectively.

· Future revenue and expenditure projections.

· The Company's ability to meet liquidity requirements given its investment Portfolios consist principally of listed investment companies which can be realised if required.

· The ability to undertake share buy-backs if required.

· Whether the Company's investment objective and policy continue to be relevant to investors.

· Directors are non-executive and the Company has no employees and consequently the Company does not have potential redundancy or other employment-related liabilities or responsibilities.

· The uncertainty in markets and macroeconomic and geopolitical concerns and the prospects for the Company's investment Portfolios.

These matters were assessed over a five year period to July 2030, and the Board will continue to assess viability over rolling five year periods. A rolling five year period represents the horizon over which the Directors believe they can form a reasonable expectation of the Company's prospects, although they do have due regard to viability over the longer term.

In considering the viability of the Company, the Directors carried out a robust assessment of the principal risks and uncertainties which could threaten the Company's objective and strategy, future performance and solvency. The assessment also included a number of stress tests and scenarios which considered the impact of inflation and the impact of market volatility and a significant fall in equity markets on the Company's investment Portfolios over a five year period. These risks, their mitigations and the processes for monitoring them are set out in Principal Risks and Uncertainties and in the Report of the Audit Committee and in notes 18 to 23 to the financial statements in the Annual Report and Financial Statements.

The results demonstrated the impact on the Company's net assets and its expenses and its ability to meet its liabilities over that period and adhere to its financial covenants.

Based on their assessment, and in the context of the Company's business model, strategy and operational arrangements set out above, the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the five year period to July 2030.

Responsibility Statement of the Directors in Respect of the Annual Report and Financial Statements

We confirm that to the best of our knowledge:

· the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company;

· the Strategic Report and the Report of the Directors include a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that the Company faces; and

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

On behalf of the Board

David Warnock

Chairman

25 July 2025

Notes

1. These financial statements of the Company, which are the responsibility of, and were approved by, the Board on 25 July 2025, have been prepared on a going concern basis in accordance with the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority, Financial Reporting Standards (FRS 102) and the Statement of Recommended Practice (SORP) "Financial Statements of Investment Trust Companies and Venture Capital Trusts" issued by The Association of Investment Companies (AIC). The audited financial statements for the Company comprise the Income Statement and the total columns of the Balance Sheet, the Cash Flow Statement and the Statement of Changes in Equity and the Company totals shown in the notes to the financial statements. The analysis showing the two separate Portfolios of assets attributable to the Income shares and Growth shares is disclosed to assist shareholders' understanding, but is additional to that required. The Company's capital structure is explained in the Capital Structure section on page 91 of the Annual Report and Financial Statements.

There have been no significant changes to the Company's accounting policies during the year ended 31 May 2025. 

The preparation of the Company's financial statements on occasion requires management to make judgements, estimates and assumptions that affect the reported amounts in the primary financial statements and accompanying disclosures. These assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in the current or future periods, depending on the circumstance. Management do not believe that any significant accounting judgements or estimates have been applied to this set of financial statements that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year.

The Company's assets consist mainly of equity shares in closed-end investment companies which are traded in the UK or another Regulated Stock Exchange and in most circumstances, including in the current market environment, are expected to be readily realisable.

The Company has a £10 million unsecured revolving credit facility, which is available until 10 February 2027. The Board has set limits for borrowing and regularly reviews the Company's gearing levels and its compliance with bank covenants.

The Board has considered the Company's principal risks and uncertainties and other matters, and has considered a number of stress tests and scenarios which considered the impact of severe stock market volatility on shareholders' funds and demonstrated that if required the Company had the ability to raise sufficient funds so as to remain within its debt covenants and meet its liabilities.

As such, and in light of the controls and review processes in place and the operational robustness of key service providers, and bearing in mind the nature of the Company's business and assets and revenue and expenditure projections, the Directors believe that the Company has adequate resources to continue in operational existence for a period of at least twelve months from the date of approval of the financial statements. For this reason, the Board continues to adopt the going concern basis in preparing the financial statements.

2. Segmental Analysis

The Company carries on business as an investment trust and manages two separate Portfolios of assets: the Income Portfolio and the Growth Portfolio. The Company's Income Statement can be analysed as follows. This has been disclosed to assist shareholders' understanding, but this analysis is additional to that required.

Year ended 31 May 2025

Year ended 31 May 2024

# Any net revenue return attributable to the Growth Portfolio is transferred to the Income Portfolio and a corresponding transfer of an identical amount of capital is made from the Income Portfolio to the Growth Portfolio and accordingly the whole return in the Growth Portfolio is capital. Refer to the Statement of Changes in Equity.

3. Return per share

The return per share for the year ended 31 May 2025 is as follows:

The return per share for the year ended 31 May 2024 is as follows:

4. Dividends