Annual Financial Report

Hansa Investment Company Limited

Annual Report 31 March 2026

 

Chairman's report

 

Introduction

I should like to welcome all our shareholders to the enlarged Hansa Investment Company Limited (HICL, "the Company") after the successful combination of HICL and Ocean Wilsons Holdings Limited (OWHL, "Ocean Wilsons"). I believe that a combination of cost reductions and share buybacks will enhance shareholder returns over the longer term.

 

A busy year

As you will surmise, and as I have mentioned in my two recent reports to shareholders, the Company had been engaged in discussions with Ocean Wilsons throughout 2025 to discuss the merits of the combining of the two companies. This ultimately led to a proposed combination of the two entities being presented to the shareholders of both companies in August 2025. I am pleased to say the proposals received significant shareholder support, with the transaction finally completing on 10 December 2025. Full details of the transaction can be found on our Company's website and I will raise key elements of the transaction throughout this Annual Report.

 

Shareholder returns

As a result of the combination and pleasing investment returns, HICL has increased Net Asset Value by nearly 30% from 384.2p per share at 31 March 2025 to 496.0p per share at 31 March 2026. This has coincided with an increase in the share price from 235.0p to 268.0p for the Ordinary shares and from 217.0p to 267.0p for the 'A' Ordinary shares over the same period. In addition, HICL shareholders also received a 0.8p per share dividend in June 2025 which was the fourth interim dividend for the year to 31 March 2025.

 

There has been an increase in the discount from 38.8% to 46.0% for the Ordinary shares and from 43.5% to 46.2% for the 'A' Ordinary shares as at 31 March 2026, despite the portfolio being predominantly comprised of highly liquid assets. However, at the time of signing of the Annual Report, the share prices have increased to 327.0p and 321.0p and the discounts have reduced to 39.9% and 41.0% respectively.

 

More details about our results and longer-term performance can be found in our Investment Manager's detailed review of markets, portfolio performance and investment outlook later in the report.

 

Strategy

The Company's Investment Manager and, in particular, Alec Letchfield and his team at Hansa Capital Partners LLP (HCP, "the Investment Advisor"), supported by the Board have continued with their strategy of diversification, both as to geographic spread and investment styles, with a strong emphasis on retaining top class investment managers whilst seeking new opportunities. The Board and the Investment Advisor agreed a strategy as to the timing and categories of investments to be added resulting from the £331.8m received from Ocean Wilsons at the time of the combination. Approximately £19.8m of the proceeds have been utilised for buying in the Company's shares during the financial year. Further details are contained in the Investment Manager's report.

 

Investment Policy

Following the combination, Ocean Wilsons is now a 100% owned subsidiary of the Company with its net assets now managed as part of the Company's wider portfolio. Therefore, following the conclusion of the combination, the Company's Investment Policy has been updated to remove references to Ocean Wilsons. The Board considered such amendments to be non-material and an implicit result of the transaction. The details of the investment policy can be found further on in the report.

 

Capital allocation, share buyback and dividend policies

As set out in the combination documents, the Board intended to pursue an annual capital allocation share buyback of between 2% and 4% per annum. In the period between the completion of the combination on 10 December 2025 and 31 March 2026, HICL bought back and cancelled 910,850 Ordinary shares and 6,365,000 'A' Ordinary shares for a total cost of £19.8m, which represents 3.6% of the shares in issue immediately post the combination. This represents 5.3% of the 'free-float' if you exclude the long-term shareholdings of the wider Salomon family. The total number of shares in issue at 31 March 2026 were 67,353,610 Ordinary shares and 130,163,920 'A' Ordinary shares. Since our year end we have continued to deliver on the buy-back plan and have bought and cancelled an additional 2,187,500 of 'A' Ordinary shares for a cost of £6.7m.

 

On the matter of the dividend, the Board, as set out in the combination documents, would only pay a dividend to the extent required to ensure HICL is not treated as a non-mainstream pooled investment vehicle (NMPI). During 2025, and prior to the completion of the combination, HICL received increased dividends, mainly from Ocean Wilsons created by the Wilson Sons' sale terms. The sale, which ultimately led to the combination of HICL and Ocean Wilsons, was subject to required regulatory approval from several Brazilian government authorities. The terms of the sale necessitated a flexible timetable for the granting of these regulatory approvals. During that time, operational profits of Wilson Sons would belong to its original shareholders, resulting in Ocean Wilsons receiving several additional substantial dividends which it, in turn, distributed to its shareholders (dividends received for the year to 31 March 2026: £12.6m. 2025: £6.3m). The outcome was that, during the financial year, HICL received more dividend income than it incurred in the £4.2m total of professional fees and other related costs of the combination with Ocean Wilsons. In order to be not treated as a NMPI vehicle, it is necessary for HICL to pay 2p per share by way of an interim dividend which will be announced at the time of these results.

 

The Board will continue to review our dividend and capital allocation policies annually.

 

FTSE 250 promotion

The Company's Ordinary shares entered the FTSE 250 with effect from 22 June 2026, reflecting the growth in the Company's market capitalisation following the combination with Ocean Wilsons, which currently stands in excess of £600m. This is a positive development, raising the profile of the Company with the potential to enhance the liquidity in the shares. For the sake of clarity, only the Ordinary shares are part of the index; it does not include the Company's 'A' non-voting Ordinary shares.

 

Marketing

Following the combination with Ocean Wilsons we have engaged in a comprehensive marketing campaign. With the help of Kepler Partners, we are seeking to highlight the significant progress we have made in both simplifying the investment offering and the compelling investment story that we have to tell. This is a long-term journey, but through a combination of written communication and speaking to our shareholder base, both existing and new, we hope to highlight the attractiveness of our investment offering.

 

Cost/benefits of the transaction

The combination of the Company with Ocean Wilsons is predicted to deliver many benefits for shareholders resulting from the scale and liquidity of the new, much larger, portfolio and the simplification of its investment group structure. As a result of the consolidation, the Board renegotiated a new management fee structure incorporating a stepped fee based on Assets Under Management (AUM), as well as removing the performance fee mechanism that was part of the Ocean Wilsons legacy investment management agreement. The result is that, whilst assets under management have increased by approximately 50%, investment management fees have only increased by around 10%.

The most recent annualised combined costs for Ocean Wilsons and HICL prior to the combination, and excluding Management fees and combination costs, were approximately £5m. The budget for the year to 31 March 2027 is £2.7m. The net annualised saving predicted is £2.3m.

 

FATCA/CRS

Readers of many of my previous statements will recognise this topic but I am conscious that our Company has a significant number of new shareholders as a result of our combination. As a Bermudan incorporated Investment Company, HICL is required to comply with Bermuda's specific laws relating to FATCA and CRS annual filings. For the Company to be compliant with these rules, it must have a record of the tax residency for each direct certificated shareholder verified by the individual shareholder themselves. In a continuing effort to comply with these regulations, the Company continues to use its powers within its Amended and Restated Byelaws to require shareholders to supply it with the relevant information. Accordingly, notices continue to be served to shareholders who are missing self-certification data. For former shareholders of Ocean Wilsons, this may well be the first time you have received such a notice. If you have received such notification, it is imperative you contact the Company's Registrar without delay. Please note that this only affects shareholders in our Company who hold their shares directly in their own names. If your shares are held through a nominee, then it is their details that appear in the FATCA & CRS filings.

 

Asset reunification

As a result of our work with the FATCA and CRS compliance project, it became apparent that a number of shareholders had lost contact with the Company. This was, in part, due to the age of the Company's register with the original UK limited company having been formed in 1912. The Asset Reunification project was started to re-establish contact, if possible, with shareholders or their heirs. For those who could not be found, the project enabled the Company to return those dormant shareholdings to the market. It also returned the net sale proceeds to the Company and, importantly, improved compliance with FATCA/CRS legislation benefiting the existing shareholders. The asset reunification research work was carried out by Georgeson, a member of the Computershare group.

 

To date, following Georgeson's work, 14 shareholders owning 328,528 shares across both share classes have been reunited with their shareholdings along with any unclaimed dividends. Georgeson also advised the Board of a number of shareholders it has been unable to trace. The Board had considered those untraceable shareholders for their eligibility to the Company's share forfeiture process, which sells the shares of untraceable shareholders, returning the net sales proceeds to the Company. The Company's Bye-Laws specify how the process works. For a shareholding to be eligible for forfeiture, there are two key tests to consider during the period of the past six years. Either, that the shareholder has not claimed a dividend during the six-year period, despite at least three having become payable. Or, that the shareholder has been uncontactable for at least two calendar years, including the most recent two years of the six-year period.

 

For former Ocean Wilsons shareholders, who have joined the register as a result of the combination, HICL has 'inherited' the history of those shareholders including those with whom Ocean Wilsons had lost contact in the years leading up to the combination. As a result, Georgeson is now actively reaching out to those shareholders, in addition to the few 'original' HICL shareholders, who remain uncontactable but, for whom, avenues of investigation remain. The Board would far rather that Georgeson is successful in its work, reuniting shareholders with their shareholdings, but this need also must be balanced with the Company's responsibilities under the FATCA & CRS legislations.

In accordance with the Company's Bye-Laws 425,270 shares owned by uncontactable shareholders have been sold in the market. Together with any unclaimed dividends, this has returned circa £1.1m to the Company.

 

If you have received such a notice, it is imperative you contact Georgeson or the Company's Registrar ahead of the deadline. As with the FATCA & CRS filings project, this only directly affects shareholders who hold shares in our Company directly in their own name. Unfortunately, we cannot carry out a similar exercise for shareholders that hold our shares through platforms and we must trust that the platforms themselves have similar processes to re-establish contact with inactive accounts.

 

ESG matters

The Board remains responsible for the Company's ESG policies and we continue to adopt our Investment Manager's Responsible Investing Policy. The Manager revised its policy most recently in May 2024 to reflect advancements in ESG principles and to ensure the policy aligns with evolving standards and best practice within the industry.

 

The Hanseatic Group has continued to be a signatory to the UN PRI, the UN-supported initiative which aims to promote ESG factors within investment decision-making. Following a third application during the summer of 2025, I am pleased to report that the Manager again received very favourable feedback from the UN PRI on its policies.

 

I am also pleased to report that HICL has renewed its partnership with the Blue Marine Foundation, making another annual donation to support their marine conservation efforts which focus on securing Marine Protected Areas, tackling overfishing and restoring vulnerable and threatened habitats. More information on their projects and impact can be found on Blue Marine's own website: www.bluemarinefoundation.com.

 

Key Performance Indicators (KPIs)

The Board has recently reviewed and implemented some changes to its Key Performance Indicators (KPIs) with those changes becoming effective from 1 April 2026. This reflects the desire to ensure that the KPIs remain relevant to the way the portfolio is invested and should be seen as an evolution of the current KPIs to reflect the increasingly global nature in which the Company's assets are managed.

As a reminder, the Board does not believe in a single, all encompassing, benchmark. Such benchmarks often create short-termism and a gravitational effect as the Investment Manager trends towards the composition of the benchmark. Instead, the Board seeks to measure the performance of the Company's portfolio against a handful of carefully selected KPIs to assess whether the Investment Manager is meeting its role as long-term multi-asset class investor. Details of the KPIs can be found further on in the report.

 

Board Composition

As a result of our combination with Ocean Wilsons, the HICL Board invited Christopher Townsend and Andrey Berzins to join the Board as non-executive directors. I was very pleased that they both accepted the invitation. Christopher is a significant HICL shareholder with shares held directly and through a family holding company as detailed in the Shareholder Profile section later in the report. Christopher joins as a non-independent director due to his involvement with the Company's Investment Manager. Andrey Berzins served on the Board of Ocean Wilsons for approximately 12 years, acting as Ocean Wilsons' senior independent director and chair of its audit and risk committee during his time on their board. Christopher and Andrey bring a wealth of additional experience and perspective to the Board. Full biographies for both are included later in the report.

As a consequence of the new arrivals, the Chairmanship of some of the Board Committees has changed. Simona Heidempergher will continue in her role as Chairman of the Nominations Committee. Richard Lightowler will continue in his role as Chairman of the Audit Committee. Pedro Gonçalves becomes the Chairman of the Remuneration Committee and Andrey Berzins becomes the Chairman of the Management and Engagement Committee. Full reports from these Committees can be found later in this Annual Report.

 

As HICL is now a larger company following the combination, Simona Heidempergher has been appointed our new Senior Independent Director.

 

Shareholder event

It is our intention to hold our third annual shareholder event in London on Tuesday 13 October 2026. Details will be announced nearer the time.

 

Annual General Meeting (AGM)

The Company's AGM will be held on Wednesday 5 August 2026 in Bermuda. You will find the Notice of the AGM and associated notes towards the back of this Annual Report.

The past year has been one of the most important for the Company since its creation. The successful outcome of our combination with Ocean Wilsons has created value for all shareholders and we look forward to the future with increased confidence and clarity. We now have a company that has a Net Asset Value exceeding £1bn and with a portfolio of investments that many investors could not access themselves. This outcome could not have happened without the wisdom and efforts of both the HICL and Ocean Wilsons Boards and their respective advisers. I should like to express my gratitude to all of them for their hard work and energy over quite a long period of time. Last and by no means least, to thank you, our shareholders for your support, patience and encouragement to create the company that we have today. None of this could have happened without your support.

 

 

 

Jonathan Davie

Chairman

7 July 2026

 

Long-term performance

 

 

Ten-year company performance statistics

 

As at 31 March	Shareholders' funds	Net Asset Value per share - Ordinary and 'A' Ordinary	Annual dividends	Ordinary	'A' Ordinary	Ordinary	'A' Ordinary
2026	£979.6m	496.0p	2.0p	268.0p	267.0p	46.0%	46.2%
2025	£461.1m	384.2p	3.2p	235.0p	217.0p	38.8%	43.5%
2024	£454.6m	378.8p	3.2p	210.0p	204.0p	44.6%	46.1%
2023	£367.0m	305.8p	3.2p	174.0p	170.5p	43.1%	44.2%
2022	£382.9m	319.1p	3.2p	198.5p	193.0p	37.8%	39.5%
2021	£367.9m	306.6p	3.2p	198.0p	198.5p	35.4%	35.3%
2020	£276.3m	230.2p	3.2p	130.9p	135.5p	43.1%	41.2%
2019	£337.3m	281.1p	3.2p	195.5p	195.0p	30.5%	30.6%
2018	£323.1m	269.3p	3.2p	198.5p	195.5p	26.3%	27.4%
2017	£307.5m	256.3p	3.2p	173.3p	169.6p	32.4%	33.8%

 

The table includes information relating to HICL and historic information relating to Hansa Trust. The years ended 2020-2026 notes HICL information. The historic year ends 2017-2019 all relate to Hansa Trust. So that data is consistent and comparable, the historic data in columns "Net Asset Value per share", "Annual dividends" and "Share price (mid)" have been restated to reflect that, as part of the redomicile of the business of Hansa Trust to HICL in August 2019, HICL issued five times as many shares in each share class of HICL as there were in Hansa Trust.

 

Further, on 10 December 2025, the Company combined with Ocean Wilsons under a Scheme of Arrangement ("the Scheme"). The Scheme transferred the issued share capital of Ocean Wilsons to HICL with new HICL shares being issued to the former Ocean Wilsons shareholders in a defined exchange ratio of 1.4925 to reflect the fair asset value of Ocean Wilsons compared to HICL at the effective date. HICL shares were issued in the ratio 1/3 Ordinary to 2/3 'A' Ordinary. Thus, the performance statistics for the year end 31 March 2026 reflect the transaction and account for the significant uplift in shareholders' funds when compared to the prior year.

 

The Company's KPIs can be found further on in the Report.

 

To 31 March 2026	1 year	3 years	5 years	10 years
Total Return (%)
Ordinary shares	14.5%	59.5%	44.7%	115.4%
'A' non‑voting Ordinary shares	23.5%	62.3%	44.0%	116.4%
NAV per share	29.4%	65.5%	68.5%	158.6%

 

 

Investment Manager's report

 

The folly of market timing

 

Executive Summary

In a year which has been characterised by a rollercoaster ride in sentiment, the end outcome was one that is very positive for those investors who blocked out the noise, held their noses and stayed in equity markets.

Despite the initial euphoria post his election, Trump 2.0 appeared to be a different beast to his first incarnation with a more ideological streak that was intent on taking revenge on any country or person that he perceived had slighted the US. This ramping up of rhetoric culminated in 'Liberation Day' in early April 2025 when Trump announced sweeping tariffs across the globe that were both broader and larger than the market anticipated.

However, markets subsequently set off on what has been quite an extraordinary run driven by the boom in AI and the Magnificent 7 (M7), while the Trump Always Chickens Out (TACO) mantra continued to hold, with most tariffs negotiated down to more manageable levels (or was this possibly the aim all along?). Geopolitics has been a feature throughout the year with conflicts raging in Ukraine, the Middle East and other parts of Africa and Asia, with Venezuela and Iran the most recent places to join this ignominious list. Despite this, and Trump's penchant for policy by social media, markets remained remarkably resilient for most of the year, before declining in the last month on fears of the Iranian conflict persisting and causing a wider impact on inflation and global trade.

So what does all this mean for the coming year? Clearly there are risks and the conflict with Iran led to a worrying spike in energy prices. Should the conflict drag on, and energy prices remain elevated the impact will be larger, albeit at the moment they are manageable for most countries, and markets have been buoyed by signs of negotiations taking place with Iran. We had started to diversify our portfolio away from the US, our traditional happy hunting ground, to Japan and the emerging markets with some success but recent events have given us pause for thought.

AI and the M7 are the elephants in the room with valuations that are undoubtedly high in many cases, but they have been high for a long time and divesting from them purely on this basis would have been incredibly harmful to performance. It is important to note that the M7's earnings have been exceptional and they are, in our opinion, extraordinary companies. Perhaps a bigger concern is whether they will generate a return on invested capital in AI but that is something only time will tell. We are conscious that an AI bubble may be inflating, but we are inclined to think that we are still on the journey.

Whilst the Iranian conflict has lasted longer than many thought it would, it appears we are near a resolution albeit a fragile one at this stage. Nonetheless, we see the situation being resolved and, for this reason, we remain pro-markets and, if anything, are inclined to lean in when opportunities arise. We are clear-eyed on possible alternative scenarios, however, and remain ready to change course if necessary. We advocate the benefits of portfolio diversification, including by country, style and asset class. Japan, emerging markets and Asia are now looking more attractive and we note that outside the US value outperformed growth this year. In our diversifying portfolio we have shifted more towards the carry trade and fixed income as real returns have become more attractive. Overall, we recognise that returns in the coming years are unlikely to be as high as we have seen in the last three years, with higher volatility and a meaningful pullback possible, but we will continue to utilise our key strengths - our time horizon, our multi-asset nature and our great managers.

 

The year in review       

The past financial year, characterised by twists and turns, was one in which losing money was, unfortunately, at times all too easy. Despite the positive market reaction to his re-election, Trump stunned the world with his 'Liberation Day' in early April, both with the size and breadth of his tariff programme. Few escaped his aim and, most worryingly, Trump seemed to have found conviction with an apparent acceptance that recession and volatility were prices worth paying to achieve his aim of resetting the world order which he perceived had taken advantage of the US.

Trump's actions coincided with a setback in the other major pillar holding up markets, Artificial Intelligence. The AI investment case has been built on three key tenets:
(i) a scale of market which is unprecedented versus prior technologies; (ii) the winner takes all; and (iii) a fly-wheel effect whereby the larger you become, the harder it is for new entrants to enter the market. The threat from Chinese AI groups, such as DeepSeek, which had earlier claimed to have developed an AI model that was both much cheaper to develop and delivered comparable results to those generated by the M7 Large Language Models, was a lightning strike to previously held wisdom on AI.

The combination of a feared recession caused by a possible trade war, an attack on the fundamentals of the M7, which accounted for about 35% of the US stock market, and generally high valuations, especially within the M7, shook the market and saw it lurch down.

For investors, this period represented a critical moment in the year. As is the norm, events such as these provide fuel to the bears who trumpet their arguments and scare investors out of markets. Journalists, who recognise that bad news sells newspapers, market commentators, who need to say something to justify their existence and the perennial bears lurch into action and amplify the worst-case scenarios. Invariably the arguments are based on genuine points but unfortunately nine times out of ten incorrectly encourage investors out of markets and, worse, often result in them being whipsawed as they sell low and then buy high. This again proved to be the case in 2025.

Whilst we understand the arguments being made, we believe they ignored some key points. First, Trump's previous term provided an insight into his game plan. Namely, go in hard, make lots of noise, but then back down to secure a deal and to avoid a crash in stock markets and a recession. Second, the US economy, the heart of global stock markets, was in decent shape. Hence, we simply did not see the recession risks that many saw and, combined with our natural inclination to remain fully invested, believed that the best course of action was to sit tight, ride out the volatility and not panic out of markets as many did.

Going into 2026, geopolitical risks were top of our mind, even though for several decades they were an area that had not given investors much cause for concern. However, Trump's election heralded a less conventional and highly unpredictable leader of the world's most powerful nation (as highlighted by the tariffs issue), while the rise of China, India and other nations made for a much more complex geopolitical backdrop.

The unpredictability of this new world order came to a head at the end of February when the US and Israel launched an attack on Iran. Whilst skirmishes in the Middle East are not new, the latest development is notable on two fronts. Firstly, the attack was more than just the conventional mutual bombing of respective military bases and instead was a determined effort to achieve regime change in Iran. Initially this looked to have been a success with the death of the Supreme Leader Ali Khamenei. Secondly, was the response by the Iranians who proceeded to take the unusual step of targeting the broader region's energy supplies, dragging them into a war which they had hoped to avoid, and by effectively closing the Strait of Hormuz through which a large proportion of the world's energy supply is transported.

Our framework for how to respond to this latest market shock can be summarised as:

·      No one really knows the end outcome. Whatever an expert's background, be it Middle Eastern politics or military knowledge, wars are inherently unpredictable, not least with President Trump involved.

·      Historically, it has rarely paid to panic. The wisest course of action has usually been to do very little and, if anything, lean into periods of weakness.

·      The key actors in this conflict - the US under Trump and Iran - both have a vested interest in a quick resolution and one which enables both sides to save face.

Combining these guiding principles with our long-term investment horizon made us firmly of the view that now is not the time to sell. If anything, we are more inclined to lean into periods of turmoil and look to switch into those areas which are most affected if we feel that the sell-off is unwarranted in the long-term. We do acknowledge there is a risk, however, of more severe market impacts were the disruption to Gulf oil supplies to last for a protracted period, which we expect would lead to much higher inflation, sapping consumer demand and stymying the ability of central banks to counteract the impact on the broader economy. Such a situation would inevitably lead to recession and an accompanying bear market. Nonetheless, whilst ever watchful, this is not our central scenario and even if it were to happen the lack of excesses in the economy, especially for the consumer and banking sector, means that such a bear market would likely be muted by historic standards.

Despite the market's decline in the last month of the financial year, our earlier gameplan of staying invested proved correct, albeit even we were surprised by the strength of the subsequent rebound post Trump's Liberation Day announcement. Often after sharp selloffs it can take months, if not years, for markets to surpass their old highs but this time around the speed and vigour were exceptional and ranked amongst the most powerful in recent history. From their lows in early April 2025 the US stock market rebounded by 28.2%, the M7 by an impressive 43.1% and the world market by some 29.1%.

Pulling all of this together, what looked to be a sharply down year for markets, ended up being another year of strong performance. Unlike prior years, however, the market strength was spread widely with robust performances from Japan, emerging markets, frontier markets and Europe, which rose by 22.9%, 26.5%, 31.7% and 16.3%, respectively.

Amongst the defensive sectors, gold rose an impressive 49.4% and silver over 120%. Within fixed income, US Treasuries gained 1.1% and global government bonds just 0.5%, while credit was slightly stronger, rising 3.6% for the year.

Perhaps the biggest disappointment was private equity which, whilst not down, was more muted. The blend of the sector still working through the excess capital seen in prior years and subdued exit markets resulted in another year of sub-public market performance.

Investment outlook

Despite the roller coaster ride, 2025/26 was the third year in a row of robust returns. Global markets have now returned 48.0% over the three years to the end of March 2026.

It is at such times though, when complacency sets in and markets are most vulnerable to disappointment. With storm clouds forming on a number of fronts, investors, quite rightly, may want to pause and consider if they should be taking a more contrarian stance.

The first risk to consider is geopolitics. Despite our ultimately correct view that Trump would step back from his more extreme tariffs last year, unfortunately our experience also tells us it is more likely than not that he will come back for a second bite at the cherry. Interestingly though, the more he did this in his first term, the more anaesthetised the market became to the announcements, ultimately viewing him as lacking the stomach for a global trade war. Time will tell. Regarding the Iranian situation, at the time of writing it appears we have reached a fragile resolution albeit further negotiations between the parties will be required and we expect the path ahead to be bumpy. Nonetheless this scenario supports our generally pro-risk positioning. Assuming the US economy escapes largely unscathed, we will return to a backdrop of healthy growth, loose monetary policy (albeit rates perhaps not declining as was anticipated at the start of 2026) and supportive fiscal policy. Clearly if this does not transpire, the conflict restarts and we remain in a protracted campaign where the Iranians successfully disrupt global energy supplies, and persistently higher inflation, the ensuing recession and the accompanying bear market will become an ever-more-likely prospect. We will watch carefully for such a scenario and we are prepared to pivot if necessary.

Perhaps more worrying would be any interference by Trump in the fabric of the US constitution. Be it tinkering with the machinations of the US Federal Reserve or seeking to extend his presidency to a third term, this would be far more dangerous to global stock markets. The market will not take such interferences lightly and they would run the risk that investors will call into question whether the US can be viewed as a safe home for their capital. With the US stock market, dollar and Treasuries all heavily dependent on international investors, such an outcome could result in a disorderly sell-off, especially given current high valuations. We note, however, that the nomination of Kevin Warsh as the next Fed Chairman was viewed largely positively, with him being a known entity rather than an uber-dove as some of the other candidates were.

The second risk is that the boom in the M7 and AI related stocks comes to a head. As we have discussed previously, a number of the warning flags that we normally look for in a bubble are undoubtedly in place. Concentration is high, with the M7 now accounting for 32% of the US market, prices are moving up exponentially in some cases and valuations are high. Most concerning though is the level of CAPEX in all things AI which has reached unprecedented levels. Experience tells us that bubbles almost invariably see the misallocation of capital which ultimately fails to generate a return. From the mobile 4G auctions to the investment in cable and railways, bubbles have a nasty habit of seeing exuberance overtake common sense resulting in large losses and a prolonged period of reset, culminating in a permanent impairment of capital.

Worryingly, these risks are occurring at a time of rising valuations. Primarily, this is concentrated in the M7, who have seen their price-earnings multiples rise to 35x now which in turn has driven the US market to 25x, compared to a long-term average of just 17x. Whilst valuations typically do not drive markets in the short-term, they do amplify moves, especially on the downside. Hence should one of the aforementioned risks come to fruition, the high valuations will likely compound the subsequent share price falls.

The case then for shifting to a more defensive stance in 2026 seems compelling. Possibly, but we would argue not, at least not yet. Whilst not ignoring the risks facing markets, there remain a number of important factors that keep us invested at this stage. Most importantly, economies remain in good health. Although by no means all positive, both the corporate and consumer sectors are in decent shape, which should see continued economic expansion. Notably, the global Purchasing Managers Index is robust and corporate earnings are expected to rise over the next year. With recessions and bear markets going hand in hand, this major pillar for markets underpins our desire to remain risk on.

Policy is also likely to be supportive. Monetary policy remains loose, albeit with rates unlikely to fall as was forecast pre the Iranian conflict, which when combined with the boost in fiscal policy through the introduction of Trump's One Big Beautiful Bill Act (OBBBA) should underpin growth over the coming year. An area to watch as the year develops, however, is inflation and the degree to which the rate cuts have already been priced in by markets. Unjustifiable rate cuts would have the potential to reignite inflation, ultimately necessitating rate hikes in the future and catalysing a recession in the process.

AI also has the potential to surprise on the upside. Whilst we fully expect AI to ultimately culminate in a bubble and subsequent collapse, it is by no means certain where we are in this process. With potentially unprecedented opportunities for AI to transform the way in which corporates and consumers function, it is very possible that we are still on the journey. Typically, investors call the tops in markets far too early and then underestimate the downside when they do turn!

Pulling these threads together gives a more nuanced picture for the next year. Experience tells us that whilst the combination of an extended period of strong outperformance and rising risks, undoubtedly increases the probability of a market pullback, it is more important to focus on the strength of the broader economy, do nothing, and ride through any volatility which is typically short-term in nature. Indeed, the temptation to shift to a more cautious position is arguably the largest risk to long-term investors such as ourselves. What proponents of market timing and more risk averse strategies, fail to tell investors is that such strategies typically leave huge amounts of value on the table. In most cases, the feared risks fail to come to fruition and, even if they do, investors almost invariably fail to get back into markets. Hence whilst they may help reduce volatility, they also generate significantly lower returns than buy and hold strategies over the longer-term.

Portfolio positioning   

Our two core calls over the past decade have been to remain fully invested and ensure that our US equity market positioning is up to weight. Centred on our belief that equities represent the best means of preserving spending power for long-term investors and the capitalist foundations of the US economy, such a strategy has worked well for us. Despite many commentators arguing that the US market was overvalued during this period, what they failed to understand was that the returns being generated in the US were structurally higher than elsewhere, with the US economy built around innovation, entrepreneurship and a desire to do business versus regions such as Europe which were often anti-business with excessive regulation.

Whilst to a large degree these two core tenets remain firmly in place, hence our desire to remain fully invested and not become bearish on the US like many, we are not ignorant of the risks facing markets. Instead, we seek to mitigate these risks through the power of diversification. Be it at the country level, or by style or factor, such diversification should help maintain portfolio returns but also help manage the growing risks. In particular, at the country level, we are seeing more opportunities within the emerging and frontier markets, Japan and Asia, where the combination of improving fundamentals and more attractive valuations make them a fertile hunting ground. As ever the outlook for the dollar will likely be key to the success of this call.

Similarly, from a style perspective, whilst growth, through the investment in the M7, has dominated for so long we are starting to see some interesting rotations. Notably, value outperformed growth outside of the US in 2025 and we watch carefully for signs that this will broaden further in the year ahead. Indeed, even if this fails to be the case and the M7 continues its march ever higher, sometimes it is better to sit on the sidelines and let returns pass one by if it helps avoid putting all one's eggs in the same basket.

Diversifying by factor is another excellent source of alpha and risk mitigation. Three years back we saw an opportunity in insurance with many investors exiting the market following a protracted period of disasters and unusually high losses resulting in supernormal returns being on offer. Recognising this rare opportunity we sought to play it through exposure in our global equities, our direct equity sub-basket and our diversifying sleeve. This call has worked well and we remain invested albeit, as is always the case, we are seeing capital return to the sector and expect 2026 to see a reduction in pricing. We still see upside though the best returns are probably now past. More recently we also identified an excellent manager in the shipping sector. Shipping, like insurance, tends to be driven by capital investment and with capital having been sucked out of the sector, our manager has an excellent opportunity set for identifying alpha over the coming few years. We will continue to look for other diversifying factor exposures albeit they tend to be opportunistic and idiosyncratic in nature.

More generally in our diversifying sleeve, we continue our rotation out of purer hedge fund plays and into carry trades. As interest rates rose, overall yields also increased to the point where they are now back at levels where we can achieve positive real returns, something which was not on offer when we first set up our defensive portfolio. This should result in more consistent, predictable returns in this sleeve with hedge funds often something of a black box, with the additional drag of excessive fees, versus carry which tends to be more consistent in nature.

Perhaps the area of biggest uncertainty is within the private markets. Private markets have lagged public markets for a number of years now, as the former saw excessive levels of capital enter the sector due to the high historic returns on offer and the scope to leverage returns when interest rates were near zero. The last few years represented a period of reset as the excess capital was digested, some of the tourists exited the market and the industry adapted to operating in a backdrop of higher rates. With the important exit markets showing tentative signs of reopening with more M&A and IPOs taking place in recent months, plus the likely lower returns from public markets, the outlook appears somewhat better for the year ahead.

Summary        

Having navigated the peaks and troughs of the past year, primarily through the avoidance of being whipsawed and sticking to our process, the coming year will undoubtedly present its own permutations and challenges. With the midterm elections in the US taking place later this year, it will be interesting to see whether they follow the normal trend of neutering some of Trump's powers, or if this leads to him becoming even more radical and bold in his actions. Even more important though, will be the outlook for interest rates and the broader economy. Monetary policy is currently in limbo with Fed Governor, Jay Powell, handing the baton to new governor, Kevin Warsh. Whilst not as radical as many, it is still unclear if Warsh will yield to pressure from Trump to lower rates, adding fuel to an already expanding economy and potentially laying the foundations for the next rate rising cycle. This is probably an issue for 2027 onwards but the likely resultant recession, especially if combined with the popping of the AI bubble, will be the point at which we will have to consider our naturally risk-on stance.

Hence, we retain our pro-market approach as we enter the new financial year albeit we acknowledge that returns are likely to be somewhat lower due to high starting valuations, with a meaningful pullback certainly a possibility in view of the challenges faced and following the third successive calendar year of double-digit returns. This, though, is where the virtues of a long-term, multi-asset portfolio such as ours come to the fore. Our investments with world-class managers, who have typically lived through many different investment cycles, should stand us in good stead for the year ahead.

Portfolio review and activity

The Company delivered a very strong NAV gain over the financial year, with a total return of 29.4%. The successful combination of the Company with Ocean Wilsons, which was finalised in December 2025, contributed significantly to this performance, but even excluding OWHL the return was an impressive 17.1%. Global equities, as measured by the MSCI ACWI NR GBP Index were up 17.2% over the year, while the equal weighted version was up 16.9%. The other two KPIs delivered returns over the last year of 2.5% for the FTSE UK Gilts All Stocks TR Index and 3.3% for UK CPI. Notably, the portfolio's return was strongly ahead of the traditional equal weighted 60:40 portfolio (represented by the MSCI ACWI NR GBP Equal Weighted and the FTSE All Stocks Gilts TR GBP) which gained 11.1% over the year. Over both three and five years the portfolio has beaten both global equities and the 60:40 portfolio. Over three years the portfolio has returned 18.3% p.a., ahead of the 14.0% p.a. return of the MSCI ACWI Index and the traditional 60:40 portfolio, whether using the market-weighted equity index (8.5%) or the equal-weighted version (4.9%).

The Company's Ordinary share price rose 14.5% over the financial year, while the A shares gained 23.5%. The combined discount of the share price to the NAV sits at 46.1% as at 31 March 2026.

In accordance with the Board's previous decision regarding the deployment of the Wilson Sons cash in the portfolio, the first tranche of cash was invested at the start of 2026 and the second tranche was executed at the end of March, with some trades running into the beginning of April. At this stage, two further tranches are planned later this year. The first tranche was invested across the whole portfolio, with the opportunity taken to rebalance many of the portfolio's fund exposures, while the second tranche was largely invested pro-rata across the portfolio.

Country and Thematic Funds

The holdings in the Country and Thematic Fund sleeve returned 18.2% over the financial year. Unusually for recent years, the US market lagged many other markets and the strongest performers came from holdings in regions such as Japan, Europe and emerging markets. There were also notable strong performers among the Thematic holdings in areas including technology, healthcare and shipping.

There was strong performance from holdings in the Global Developed bucket, with the value fund Schroder Global Recovery being particularly strong with an annual performance of 24.4%. We added this fund in late 2022 to increase diversification in the portfolio at a time when value investing had been out of vogue for many years. The fund has done very well over the past year whilst having a differentiated portfolio, with a significant underweight to North America (c30%) and almost no exposure to IT. Instead, the fund has diverse exposures to other themes such as Japan, high quality German industrials, inexpensive defensives and corporate turnarounds. Some of the biggest contributors to performance in the quarter included Rohm (Japanese electronics), GSK, Vodafone, Repsol (Spanish oil and gas) and LyondellBasell (US manufacturer of plastic, chemical and fuel products).

The three Japanese holdings delivered strong returns, led by Simplex Value Up Trust gaining 29.5% over the year, albeit this figure uses a February price. Arcus Japan Fund and Alma Eikoh Japan Large Cap returned 21.4% and 18.9%, respectively, for the year. The three funds have all performed well against a backdrop of an improving Japanese corporate sector, with continuing signs of better corporate governance indicated by M&A activity reaching record levels and share buybacks in 2025 comfortably beating 2024's record of Y17.5tn. The election of Sanae Takaichi as Prime Minister in October was greeted positively by markets in expectation of her stimulatory policies. The Arcus fund demonstrated good stock selection with top contributors including Sumitomo Metal Mining and Ibiden. Ibiden is the lead supplier of advanced packaging substrates to Nvidia and has experienced very strong demand for AI GPU applications driven by a wave of AI related demand.

There were more good returns in emerging and frontier markets as they outperformed developed markets during the year, with Schroder Asian Total Return gaining 25.3%, Redwheel Next Generation Emerging Markets returning 30.3% and BlackRock Frontiers Investment Trust being up 21.2%, while the iShares Core MSCI Emerging Markets ETF gained 26.8%. The Redwheel fund invests outside of the major BRIC countries and benefited as smaller emerging and frontier markets performed strongly against a backdrop of easing US monetary policy. Commodity-producing countries also benefited from record precious and industrial metals prices, which helped holdings such as Hochschild Mining (gold and silver) and the Chilean lithium miner Sociedad Quimica y Minera.

In Europe, the passive holding in iShares Core MSCI Europe UCITS ETF rose 16.7% over the year, while Helikon Long Short Equity Fund continued its excellent performance with a gain of 55.3%. The Helikon fund operates a concentrated portfolio, taking large positions when the manager identifies attractive opportunities. During the year the fund has held long positions in gold miners (such as Endeavour Mining Corporation, Artemis Gold and DPM Metals) which have been among its largest contributors to performance as the companies have benefited from the rising price of gold and significantly increased revenues. Dalata Hotels, an Irish hotel group, was another successful investment this year, with the manager using its position to encourage an acquisition by Pandox and Eiendomsspar, which closed in mid-November.

There were strong performances from many of the Thematic holdings. The Polar Capital Global Technology Fund delivered a very strong gain of 81.3% over the year. The fund has a large underweight position in the M7 stocks and a significant underweight in software, both of which have contributed to relative returns. Over the last year the fund has benefited from a broad focus on AI enablers such as networking, storage, optical, components and memory, and more recently an expansion into wider AI infrastructure such as data centre power and cooling. The manager believes that the continued flow of positive AI-related data supports their pro-AI portfolio positioning. The wider technology sector suffered declines late in the year, but the iShares Expanded Tech Sector ETF nevertheless returned 27.4% over the year. Within healthcare, RA Capital International Healthcare returned an impressive 68.5% over the year (albeit using a February price). During the final quarter of the year, the position in Worldwide Healthcare Trust was replaced by Polar Capital Biotechnology Fund. The Polar fund has been managed by a very experienced investor since its launch in 2013, and in that time has delivered an excellent record of outperforming the biotechnology index. The recent purchase of Albemarle Shipping Fund has been a very strong contributor in the short time it has been held, being up 21.8% since November 2025, albeit with the latest price being end February. We believe the constrained supply and strong demand in the sector is likely to provide plentiful opportunities for the specialist manager to add value. The fund has made most of its recent gains from net long positions in tankers as spot freight rates rose to all-time highs, although the manager has been reducing its exposure here given the strong run up in prices.

Direct Global Equities

The global equities sleeve, which is intended to give direct access to a differentiated group of companies selected for the quality of their underlying businesses with a keen eye on valuation, rose a strong 32% over the past year. The biggest contributors over the past year were Interactive Brokers, Subsea 7 and Glencore. The biggest detractors were Orion, CTT and Bergman & Beving.

Over the past 12 months, returns have come not from chasing crowded market favourites, but from owning good businesses at sensible prices and allowing fundamentals to do the work. That remains our approach. We continue to focus on underappreciated companies with aligned management, strong balance sheets and clear long-term value creation, bought with a margin of safety. Much of that opportunity remains in less fashionable parts of the market, particularly "old economy" businesses, where years of underinvestment have improved the outlook for the survivors.

That helps explain why we continue to find value in areas such as energy, industrials, insurance and logistics and we are yet to find any value in technology shares. We are also finding more opportunities in markets outside the US, including Sweden, the Philippines and, increasingly, the UK. In each case, we are looking for businesses where operational progress is still not reflected in the share price. These are not companies that require heroic assumptions, but businesses where pessimism is already well embedded in the valuation. In some cases, the market has begun to recognise that value, and the "HALO" trade, heavy asset, low obsolescence, has helped drive a re-rating in several of our holdings.

One recent addition is Ayala Corporation, the Philippines' oldest conglomerate at 192 years old, controlled by the Zobel de Ayala family. Through its stakes in listed subsidiaries, it has core interests in banking, real estate, telecommunications and power generation. We believe it is a high-quality business with a strong record of growth, capital allocation and asset ownership. The recent shift in focus toward cash flow generation and asset rationalisation, together with the appointment of its first CEO from outside of the family, gives us confidence that this progress can continue. The shares trade at a significant discount to mark-to-market intrinsic value and if the underlying holdings were to move closer to fair value, the upside could be substantial. In our base case we believe the business trades at 60% of intrinsic value, with a bull case many multiples of the current price.

Looking ahead, we remain optimistic, even in an uncertain world. The portfolio is broader and more resilient than a year ago and still attractively valued even after the strong run. Many of our holdings remain underfollowed, unfashionable and misunderstood, which is often exactly where the best long-term opportunities are found. In a market still dominated by a narrow group of popular winners, we are excited to be positioned where price discipline, patience and sound capital allocation still matter most. That conviction is strengthened by the fact that, on average, management teams and founders own 28% of the shares in our companies.

During the year, we added to several existing holdings and initiated new positions in 4imprint, International Petroleum Corporation, Helios Towers, Bristol Myers, Rosebank Industries and Ayala Corporation. We sold our positions in Coats, EXOR and Orion, and received the cash proceeds from the takeover of Grupo Catalana Occidente.

Diversifying Funds

There was good performance from the holdings in the Diversifying sleeve, which returned 7.3% over one year. The sleeve has performed very well since its inception in June 2016, especially when compared to government bonds, the traditional defensive component of multi-asset portfolios. Since that date the sleeve has returned 58.1%, while the FTSE Gilts All Stocks Index has fallen by 7.6%.

Among the best performers in this sleeve this year were the two trend-following systematic funds, which have been on a strong run of performance since last summer. Winton Trend Fund and John Street Systematic Fund, which has a greater focus on trading commodities, were both up just over 10% over the year. BlackRock Systematic Total Alpha Fund, which invests systematically using many different non-trend-following models, also performed well, being up 11.6% in the year since it was bought in the portfolio. The fund runs nine different diversifying sub-strategies across market neutral equity and multi-strategy fixed income. There was strong performance from the cross-asset macro and mid horizon sub-strategies, with the former driven primarily by relative value strategies.

Other strong performers over the year include Nephila Iron Catastrophe Fund which gained 22.0%. The fund has performed very well in recent years, justifying our decision to invest when we saw an attractive opportunity, as much capital had withdrawn from the insurance sector following some costly years of insurance payouts.

There was solid performance from the fixed income exposures. Apollo Multi-Asset Credit Replacement Fund and CQS Credit Multi Asset Fund, which invest similarly across the credit spectrum but with their focuses being on the US and Europe, respectively, produced one-year returns of 6.2% and 4.7%. BioPharma Credit PLC, which lends money to biotechnology companies that need additional capital to either further develop, scale production or market pre-approved products, delivered an impressive return of 15.4% over the year.

Private Assets

Now the portfolios have been combined, the private assets weight is around 9%. Our strategy here is to commit to high quality managers using a core and satellite approach. The core of the portfolio consists of a number of large buyout managers, predominantly in the US and Europe, which has been combined with exposures to Asia, venture capital and other select areas through time.

During the year new commitments were made to funds managed by groups we had existing exposure to: Khosla Ventures (US Venture Capital), OrbiMed (early-stage biotech), Reverence Capital (financial services buyouts) and Gryphon (US lower mid-market buyouts). In addition, just after year-end a commitment was finalised to Founders Fund Growth IV, one of the very top venture capital managers in the world, with an exceptionally strong reputation and a superb track record. We are pleased to be able to access this fund, and believe that the reputation of the firm should provide it access to the most promising founders and highest quality deals.

One of the portfolio's core names is PAI Partners, a leading European private equity firm, investing in market-leading companies and developing these across Europe and North America. The firm was originally part of Paribas bank (now part of BNP Paribas). It spun out to form an independent firm in 2002, and today it is a partnership with no external shareholders. PAI invests in control buyouts in European upper middle market companies, focusing on leading brands in their markets. They invest in four core sectors (business services, food & consumer, general industrials and healthcare), with a particular focus on markets where growth can be sustained through economic and financial market cycles. Its largest offices are in Paris and London, but with five other offices in Europe and one in New York, the firm has a very strong network across corporates and owners in its core sectors. The portfolio made commitments to PAI's flagship strategy through funds VI, VII and VIII.

Some of the portfolio's Asia exposure is provided by Baring Private Equity Asia (BPEA), which was founded in 1997 and is now one of the largest and most experienced private equity groups operating across Asia, with over 150 people across eight Asian offices. The Manager was bought by EQT in 2022 when the company rebranded as EQT Asia, with the BPEA team remaining in place. The firm's investment strategy has evolved since its first fund in 1999 as the market has developed. The early funds invested in venture and minority deals, which progressed to mid- and large-cap buyouts for funds IV and V, while later funds are concentrated on large-cap buyout deals. In their experience, large buyouts have better predictability of returns. The portfolio is invested in funds VII, VIII and IX of the flagship series, which share an investment strategy of providing exposure to the higher rates of economic growth in Asia, while managing the risks of doing so through a well-diversified portfolio. The portfolio is also invested in the newer Mid-Market Growth strategy that is designed to invest in the smaller deals that the firm previously did in its earlier funds.

 

Alec Letchfield

Chief Investment Officer

Hansa Capital Partners
7 July 2026

 

The portfolio

As at 31 March 2026

 

Investments	Fair value £000	% of net assets
Country and Thematic Funds
iShares Core S&P 500 UCITS ETF	100,432	10.3
Life Cycle US Equity Fund - UCITS	46,404	4.7
Polar Capital Fund - Global Technology	30,182	3.1
iShares Core MSCI Europe UCITS ETF	29,029	3.0
Helikon Long Short Equity Fund ICAV	26,640	2.7
Schroder ISF Asian Total Return	23,759	2.4
iShares Expanded Tech Sector ETF	23,602	2.4
Findlay Park American Fund	23,093	2.4
Schroder ISF Global Recovery	21,892	2.2
BlackRock Strategic Equity Hedge Fund	20,975	2.1
Pershing Square Holdings Ltd	18,107	1.8
Polar Capital Global Insurance Fund	17,802	1.8
iShares MSCI EM Asia UCITS ETF	17,325	1.8
Egerton Long - Short Fund Limited	15,123	1.5
Select Equity Offshore Ltd	14,547	1.5
RA Capital International Healthcare Fund	14,343	1.5
BA Beutel Goodman US Value Fund	14,240	1.5
Simplex Value Up Trust	12,862	1.3
Albemarle Shipping Fund	12,526	1.3
Redwheel Next Generation Emerging Markets Equity Fund	11,810	1.2
iShares Core EM IMI UCITS ETF	10,484	1.1
Armistice Capital Offshore Fund Ltd	10,391	1.1
Alma Eikoh Japan Large Cap Equity Fund	9,152	0.9
Arcus Japan Fund	8,905	0.9
Polar Capital Funds PLC - Biotechnology Fund	8,475	0.9
BlackRock Frontiers Investment Trust PLC	7,828	0.8
Holdings below £500k	113	0.0
	550,041	56.1
Direct Global Equities
Interactive Brokers Group Inc	9,340	1.0
Subsea 7	6,399	0.7
Arch Capital Group	6,243	0.6
International Petroleum Corporation	6,087	0.6
Bergman & Beving	5,213	0.5
Glencore PLC	5,174	0.5
Eurowag	5,099	0.5
CTT Correios de Portugal	4,795	0.5
CK Hutchison	4,481	0.5
4imprint	3,437	0.4
Bristol-Myers Squibb	3,210	0.3
Helios Towers PLC	2,691	0.3
Rosebank Industries PLC	2,449	0.3
Ayala Corp	1,314	0.1
Qualitas Controladora S.A.B de C.V.	940	0.1
	66,872	6.8
Diversifying Assets
Global Event Partners Ltd	9,446	1.0
Selwood AM - Liquid Credit Strategy	8,938	0.9
Nephila Iron Catastrophe Fund Ltd	7,180	0.7
BioPharma Credit PLC	6,931	0.7
DV4 Ltd¹	6,639	0.7
Apollo Multi-Asset Credit Replacement	6,586	0.7
CQS Credit Multi Asset Fund	6,154	0.6
Prana Absolute Return Fund	5,694	0.6
BlackRock Systematic Total Alpha Fund Ltd	5,510	0.6
Winton Trend Fund UCITS	4,233	0.4
Artisan Credit Opportunities Offshore Fund Ltd	4,215	0.4
John Street Systematic Fund Limited	3,782	0.4
Hudson Bay International Fund Ltd	2,960	0.3
Vanguard US Government Bond Index Fund	2,872	0.3
Lazard Convertible Global	1,562	0.1
Trium Khartes Fund	1,440	0.1
	84,142	8.6
Private Assets1
TA Associates	8,824	0.9
Silver Lake Partners	8,755	0.9
Stepstone VC Global Partners	7,112	0.7
KKR Americas	6,922	0.7
Khosla Ventures	4,876	0.5
BPEA Private Equity	4,818	0.5
Reverence Capital Partners	4,161	0.4
Partners Group	3,587	0.4
PAI Europe	3,439	0.4
Mayfield	3,216	0.3
OrbiMed	3,112	0.3
Gryphon Partners	2,867	0.3
Apollo Overseas Partners	2,454	0.3
Pangaea	2,451	0.3
Great Point Partners	2,274	0.2
Five Arrows	2,270	0.2
Triton	2,209	0.2
Windjammer	2,159	0.2
GGV	1,968	0.2
EQT Mid Market	1,426	0.1
African Minerals Exploration & Development	1,252	0.1
TrueBridge Capital Partners	1,184	0.1
Hony Capital	1,080	0.1
Gramercy	946	0.1
African Development Partners	889	0.1
MCP Private Capital	877	0.1
Navegar	849	0.1
China Harvest	598	0.1
L Capital Asia	566	0.1
Holdings below £500k	947	0.1
	88,088	9.0
Net current assets held within Ocean Wilsons2	43,527	4.5
Total investments	832,670	85.0
Net current assets	146,899	15.0
Net assets	979,569	100.0

 

¹ The holdings within the Private Assets sleeve, as well as DV4 Ltd, are unlisted Private Equity holdings. As such, their value is estimated as a Level 3 Asset in note 17. All other valuations are either derived from information supplied by listed sources, or from pricing information supplied by third party fund managers.

² The Portfolio Statement is presented on a consolidated basis for the ease of the reader, demonstrating the total exposure to each investment within the portfolio. Following the combination, there is an ongoing process to transfer surplus cash and the legal title of the assets of the former Ocean Wilsons investment portfolio held within the 100% subsidiary entity Ocean Wilsons Investments Limited to HICL. Given the varied nature of those assets, that process is expected to take some time to complete. Full details of the assets held, including in which legal entity, are shown in note 7.3 of the accounts.

 

Strategic Review

 

Investment objective, strategy and performance

Investment objective

The Company objective is to grow the net assets of the Company over the medium to long-term by investing in a diversified and multi-strategy portfolio.

Investment policy

The Company seeks to achieve its investment objective by investing in third-party funds, global equities and other international financial securities. The Company may invest in quoted and unquoted securities, directly or indirectly, including private assets through commitments to limited partnerships. The portfolio will usually comprise at least 30 investments.

The Company has no set maximum or minimum exposures to any asset class, geography or sector and will seek to achieve an appropriate spread of risk by investing in a diversified global portfolio of securities and other assets.

Investment restrictions

The Company spreads investment risk by adhering to the following restrictions, calculated at the time of investment (excluding any investments in treasuries, gilts or money market funds):

·      no single fund investment (including closed-ended funds and exchange-traded funds) will represent more than 15% of Gross Assets;

·      no single direct investment (excluding funds) will represent more than 10% of Gross Assets; and

·      no single direct unquoted investment (excluding funds) will represent more than 5% of Gross Assets.

The Company may invest cash held for working capital purposes and awaiting investment in cash deposits, treasuries, gilts and money market funds. The Company will not hold more than 20% of its Gross Assets in any single money market fund. The Company will not invest in derivatives but may hold derivatives for efficient portfolio management and hedging purposes.

No more than 10% of the Company's Gross Assets at the time of investment may be invested in other listed closed-ended investment funds listed on the Official List, save that this restriction shall not apply to investments in listed closed-ended investment funds, which themselves have stated investment policies to invest no more than 15% of their Gross Assets in other listed closed-ended investment funds.

Borrowing Policy

The Company may, from time to time, use borrowings including for investment purposes. Gearing, represented by borrowings, will not exceed 25% of the Company's NAV, calculated at the time of draw down.

Any material change to the Company's investment policy will require the approval of shareholders by way of an ordinary resolution at a general meeting and the approval of the Financial Conduct Authority.

Investment strategy

The Manager, engaged by and acting on behalf of the Company, seeks to build a multi-strategy portfolio by selecting investments across four key investment categories:

·      Country/Thematic - investments, typically through third-party funds, selected by the Manager to provide appropriate regional and thematic exposures.

·      Diversifying Assets - investments, typically through third‑party funds and directly, that create asset diversification within the portfolio.

·      Direct Global Equities - a diversified portfolio of global equities identified by the Manager as having long-term growth potential.

·      Private Assets - multi-year investments giving access to investments not available in public markets.

Although the Company has no set maximum or minimum exposures to any asset class, geography or sector, the Board establishes set guidelines which the Manager adheres to. These can be adjusted by the Board. While the proportion of the portfolio represented by each of these categories will vary over time, the Board establishes parameters for the Manager, based on its view of the global investment environment. The Board has set the following guidelines for each category as a percentage of the portfolio:

Country / Thematic: 0-75%

Diversifying Assets: 0-40%

Direct Global Equities: 0-40%

Private Assets: 0-30%

The Manager has a strong focus on identifying investments with excellent fundamentals, taking a long-term approach to investing, good alignment and not seeking to replicate a benchmark. These investments range from those sectors benefiting from structurally higher growth, such as technology, to assets which the Company believes stand on unwarranted discounts to their intrinsic value.

The Board has given the Manager a target to develop a long-term, Private Asset portfolio of circa 20% of the Company's Net Asset Value. Given the long-term nature of Private Asset investments, the guideline acknowledges that commitments to Private Assets, the timing of their associated cash drawdowns, their associated performance and valuation profiles as well as the performance of the other portfolio sleeves might lead to short to medium-term variance to this target and, thus, the above guideline seeks to reflect this uncertainty. It is not the wish of the Board that the Manager divests of Private Assets prematurely should the guideline limit be reached. However, if a guideline limit breach occurs, the Board will be informed and can opine on the specific circumstances.

Borrowing limits

The Board considers whether returns may be enhanced if the Company introduces leverage at appropriate times. The Company has access to an unsecured lending facility through its Custodian, Banque Lombard Odier & Cie SA ("Lombard Odier") subject to there being sufficient value and diversity within the portfolio to meet the lender's borrowing requirements. The Manager is able to utilise this facility as required up to the upper limit available. Gearing, represented by borrowings, will not exceed 25% of the Company's Net Asset Value, calculated at the time of draw down.

No amounts have been drawn from this facility during the year.

Investment monitoring and key performance indicators

We recognise that measuring the performance of portfolios is essential to both determining if they are meeting their return targets and the risks taken in achieving these returns. However, we also passionately believe that the benchmarks and/or comparators against which portfolios are measured should be appropriate for achieving the end objectives, with poorly chosen benchmarks often encouraging short-term actions which more often than not are damaging to meeting the longer-term aspirations.

It is for this reason we believe it right to adopt a handful of KPIs rather than a single benchmark. As long-term multi-asset class investors we are seeking to both preserve and grow the real spending power of our capital over time through the dynamic selection of different countries, assets and sectors. No one benchmark captures this approach and, indeed, the adoption of a single benchmark may result in the fund deviating from its longer-term goals in the pursuit of short-term returns. We have recently reviewed and implemented some changes to our KPIs with those changes becoming effective from 1 April 2026. This reflects the desire to ensure that the KPIs remain relevant to the way the portfolio is invested and should be seen as an evolution of the current KPIs to reflect the increasingly global nature in which the Company's assets are managed.

The Board believes that considering the portfolio performance against the following KPIs will provide a more informed understanding of the performance of the portfolio and if it is meeting its longer-term objectives:

Objective	Original KPI	Updated KPI	Indices Used
Multi-asset class measure	-	60:40 equity bond composite index	60% MSCI All Country World Index (both market cap weighted and equally weighted, converted to GBP): 40% Bloomberg Global Treasury Net Total Return Index Unhedged GBP (Bloomberg: NDUEACWF & M1WDEWGT conv to GBP:I00023GB)
Long-term capital growth	Equity market performance	No change	MSCI All Country World Index (both market cap weighted and equally weighted to remove the distorting effect of the M7) (Bloomberg: NDUEACWF & M1WDEWGT, converted to GBP)
Growing the spending power of money through time	Achieve higher returns than inflation (UK)	Achieve higher returns than inflation (global)	Blended 60% US CPI:40% Euro CPI (Bloomberg: CPURNSA & EACPI)
Safe return	UK gilts	Global Treasuries	Bloomberg Global Treasury Net Total Return Index Unhedged GBP (Bloomberg: I00023GB)

 

The Board regularly, and at least quarterly, reviews the returns and the performance of the Company with the Manager, including an analysis using the KPIs.

Additionally, whilst not specifically a KPI, the cost of managing the Company is monitored against the NAV (the costs as a percentage of NAV is also known as the 'ongoing annual charges percentage'); and the discount/premium the shares sell at in relation to the NAV are likewise monitored.

The Board of Directors monitors the returns made in absolute and relative terms against the KPIs established. The comparisons are made over 1, 3, 5 and 10 year time horizons.

i) Shareholders and Company - total returns

Share price total return to 31 March 2026	1 year	3 years	5 years	10 years
Ordinary shares	14.5%	59.5%	44.7%	115.4%
'A' non-voting Ordinary shares	23.5%	62.3%	44.0%	116.4%
Portfolio NAV	29.4%	65.5%	68.5%	158.6%

 

ii) Discount/premium*

A comparison is made between the (discount)/premium of the Company's two classes of shares and of the Association of Investment Companies (AIC) average.

 

(Discount)/Premium to 31 March 2026	1 year average	3 years average	5 years average	10 years average
Ordinary shares	(39.6%)	(40.6%)	(39.1%)	(35.1%)
'A' non-voting Ordinary shares	(40.5%)	(42.2%)	(40.3%)	(36.2%)
AIC	(4.2%)	(6.9%)	(7.0%)	(5.5%)

 

Whilst there are investment trusts that exhibit one or more similarities to the Company, the Board does not consider the Company to have any direct peers.

iii) Key performance indicators*

The following are the KPIs the Board uses to assess the returns of elements of the portfolio and of the Company as a whole.

Performance to 31 March 2026			1 year	3 years	5 years	10 years
	NAV per share Total Return		29.4%	65.5%	68.5%	158.6%
		Original / Updated	1 year	3 years	5 years	10 years
Multi-asset class measure	60:40 MSCI ACWI NR (GBP):Bloomberg Global Treasury NR Unhedged GBP	Updated	10.5%	27.3%	34.7%	130.3%
	60:40 MSCI ACWI Equal Weighted NR (GBP):Bloomberg Global Treasury NR Unhedged GBP	Updated	10.3%	13.7%	13.0%	71.1%
Long-term capital growth	MSCI ACWI NR (GBP)	Unchanged	17.2%	48.0%	64.3%	214.4%
	MSCI ACWI Equal Weighted NR (GBP)	Updated	16.9%	25.4%	28.1%	115.8%
Growing the spending power of money through time	UK CPI	Original	3.3%	9.4%	28.9%	40.7%
	60:40 US CPI:Euro CPI	Updated	3.0%	8.6%	24.1%	35.7%
Safe return	FTSE UK Gilts All Stocks TR	Original	2.5%	1.3%	(19.5%)	(7.2%)
	Bloomberg Global Treasury NR Unhedged GBP	Updated	0.5%	(3.8%)	(9.8%)	4.0%

 

Source: Bloomberg

 

iv) Ongoing Annual Charges percentage*

 

To 31 March 2026	1 year	3 years	5 years	10 years
	1.1%	1.1%	1.1%	1.1%

 

The Ongoing Annual Charges percentage is calculated based on the Company's costs for the year as a percentage of the average NAV for the period. Only costs which are deemed to be recurring costs related to the operation of the Company are included, as defined by the AIC. Costs related to the OWHL combination are therefore excluded. Looking forward to the financial year ending 31 March 2027, being the first full year post-combination, based upon budgeted figures there is an expectation that the Ongoing Annual Charges percentage will reduce to 1.0%.

The Company continues to produce a Key Information Document (KID) for each of its two share classes based on the Packaged Retail and Insurance-based Investment Products Regulation (PRIIP). However, as this is no longer a statutory requirement, it is solely for information purposes and no longer bound by the prescriptive nature of the regulations with regard to how costs are calculated and presented. As such, the calculation of the costs which are disclosed in the KIDs is now aligned with the table above.

* Note: these are considered to be Alternative Performance Measures. Their definition is included in the Glossary towards the end of the report as is an example of the calculation behind the Ongoing Annual Charges.

 

 

Shareholder profile

Capital structure

At 1 April 2025, the Company had 40,000,000 Ordinary shares of 1p (1/3 of the total capital) and 80,000,000 'A' non-voting Ordinary shares of 1p (2/3 of the total capital) each in issue. Following completion of the Company's combination with Ocean Wilsons on 10 December 2025, the Company's new issued share capital was 68,264,460 Ordinary shares of 1p (1/3 of the total capital) and 136,528,920 'A' non-voting Ordinary shares of 1p (2/3 of the total capital) each in issue. As part of the Company's stated Capital Allocation policy, the Company has subsequently bought back a number of its shares across both share classes. Therefore, as at 31 March 2026, the Company's share capital comprised 67,353,610 Ordinary shares of 1p and 130,163,920 'A' non-voting Ordinary shares of 1p each in issue. The Ordinary shareholders are entitled to one vote per Ordinary share held. The 'A' non-voting Ordinary shares do not entitle the holders to vote or receive notice of meetings, but in all other respects they have the same rights as the Company's Ordinary shares. See also Note 11 in the Notes to the Financial Statements.

Shareholder profile

The Company's shares owned at 31 March 2026 are as follows:

 

	Ordinary shares		'A' non‑voting Ordinary shares
Institutional and wealth managers	26,232,086	38.95%	86,403,778	66.36%
Directors	34,272,871	50.88%	31,962,300	24.55%
Private individuals	5,134,736	7.62%	11,124,653	8.54%
Other	1,713,917	2.54%	717,189	0.55%
	67,353,610		130,207,920

 

Substantial shareholders

As at 31 March 2026, the Directors were aware of the following interests in the Ordinary shares of the Company, which exceeded 3% of the voting issued share capital of that class.

	No. of voting shares	% of voting shares
Victualia Limited Partnership	16,966,458	25.19%
Nomolas Ltd	10,347,125	15.36%
Christopher Townsend	6,029,700	8.95%

 

These holdings are correct as of 31 March 2026 and have not changed as at the signing date of these Financial Statements.

Hansa Investment Company traces its origins back to 1912 when the Alto Paranà Development Company was launched to develop forestry in Brazil. Having become an investment trust company in the late-1940s, the Company became closely associated with the Salomon Family, initially through Sir Walter Salomon, whose family trusts became substantial shareholders. The late-1950s also saw the acquisition of a significant shareholding of Ocean Wilsons Holdings Limited through the issuance of the 'A' non-voting Ordinary shares by the Company's predecessor, Hansa Trust. Over the following decades, the Salomon family helped to build the publicly-owned and independently run investment company we know today, with its focus on delivering reliable long-term asset growth for shareholders.

The wider Salomon family remain significant investors in the Company. William Salomon, Sir Walter's son, a director of HICL, Chairman of the Company's Investment Manager and Senior Partner of the Company's Investment Advisor, is interested in 16,966,458 of the shares held by Victualia Limited Partnership, representing 25.2% of the voting share capital. In addition, William Salomon has further interests in the Company's shares; the total interest is detailed in the Directors' Interests section. Christopher Townsend, Sir Walter's grandson, also a director of HICL following the Company's combination with Ocean Wilsons and a Director of the Company's Investment Manager, beneficially owns 16,376,825 of the Company's voting shares held either directly or through Nomolas Ltd, representing 24.3% of the voting share capital.

Restrictions associated within the share classes

The giving of powers to issue or buy back the Company's shares requires an appropriate resolution to be passed by shareholders. Proposals for the renewal of the Board's powers to buy back shares are set out in the Notice of the Annual General Meeting.

There are: no restrictions concerning the transfer of securities in the Company; no agreements between holders of securities regarding their transfer known to the Company; and no agreements between the Company and its Directors concerning compensation for loss of office. Notwithstanding the foregoing, the Company can require any holder of the Ordinary voting shares to transfer some or all of its shares (or otherwise refuse to register any transfer of shares) to avoid the Company, if the Company were a company which was resident for tax purposes in the UK, being regarded as a "close company" as defined in s.439 of the UK Corporation Tax Act 2010, to another person whose holding of such shares, in the sole and conclusive determination of the Board, would not cause the Company to be a close company. Additionally, the Company's Bye‑Laws provide for the voting rights of Ordinary shares to be automatically reallocated to other shareholders to prevent the Company becoming a close company.

As at the date of signing of the Annual Financial Statements, there have been no disclosures to the Company of changes of interests under DTR 5.

Board and management shareholdings

Directors' Interests

The interests of Directors and their connected parties in the Company at 31 March 2026 are shown below:

	Ordinary shares of 1p each		'A' non‑voting ordinary shares of 1p each
J Davie	71,118	0.11%	282,236	0.22%
A Berzins	29,850	0.04%	59,700	0.05%
P Gonçalves	0	0.00%	17,800	0.01%
S Heidempergher	6,400	0.01%	12,000	0.01%
W Salomon	17,788,678	26.41%	16,825,789	12.92%
C Townsend	16,376,825	24.31%	14,764,775	11.34%
Total	34,272,871	50.88%	31,962,300	24.55%

 

As at the date of signing the Annual Financial Statements, there were no changes to report to the Directors' holdings.

William Salomon and Christopher Townsend are directors of Hanseatic Asset Management LBG, the Company's Investment Manager. William Salomon is also the senior partner of Hansa Capital Partners LLP, the Investment Advisor. During the year, fees payable by the Company to the Investment Management group which includes HAML and HCP amounted to £4,866,000 (including Investment Management and Additional Administrative Services Provider (AASP) functions). During the year, no rights to subscribe for the shares of the Company were granted to, or exercised by Directors, their spouses or infant children.

As required by the AIC Code, the Board describes below how the Board has sought to promote the Company for the benefit of its members, how it has taken into account the likely long-term consequences of decisions and how it fosters relationships with stakeholders. The Company is an investment company with an appointed Investment Manager. As a result, it has no direct employees or customers. The Board has identified the Company's shareholders, its Investment Manager, its Additional Administrative Services Provider and its other key service providers as its key stakeholders.

Stakeholder	Interaction
Shareholders	The shareholder base is a mixture of private investors, wealth managers and asset managers across both classes of the Company's shares. The Board monitors changes in the shareholder base at its Board meetings. The Company communicates through the publication of Annual and Half-Year Financial Statements, through detailed quarterly and monthly factsheets, as well as through the Company's website. The Company also holds periodic shareholder presentations incorporating presentations by the Board and key service providers to keep shareholders informed. The Board seeks to understand the opinions of a wide variety of shareholders. The Company maintains a dedicated email address for shareholders to contact the Board ([email protected]) and shareholder correspondence and feedback is a regular item of discussion at Board meetings. The Company continues to meet shareholders and other interested parties facilitated by its broker, as well as through direct contact. The Investment Advisor also runs an outreach programme, in conjunction with an investor relations specialist. Investors are also kept informed through paid-for editorial pieces and discussion with media organisations. The Board uses online shareholder presentations to enable shareholders to meet with the Board and Investment Management group. Whilst the Board believes there is still a place for face-to-face shareholder updates, the strong attendance at the online events encourages the Board that these online events will remain a feature of the Company's shareholder outreach. The next shareholder event is planned for 13 October 2026 as a hybrid online and physical meeting.
Investment Advisor and AASP	The Board's main working relationship is with the staff of HCP as the Investment Advisor and the AASP. HCP is responsible for the Company's portfolio construction (including asset allocation, stock and sector selection in accordance with guidelines established by the Board). It is also responsible for administrative and operational functions including day-to-day oversight of the other key service providers (Administrators, Custodians, Registrar and Company Secretarial). Successful management of shareholders' assets by the Investment Advisor is crucial to enable the Company to deliver its investment strategy and meet its objective. The AASP also assists with the preparation of the Annual and Half-Year Financial Statements, as well as Factsheets and website updates. The Board works closely with the AASP to approve disclosures made via these publications.
Other key service providers	Key service providers are the Company's Administrator (Juniper Partners), Custodian (Lombard Odier) and the Registrar (Computershare Investor Services (Bermuda) Limited). Whilst the Board looks to the AASP to keep a day-to-day oversight of these providers, they are contracted directly to the Company. As such, the Board retains ultimate responsibility for their roles. The AASP reports regularly on operational matters. The Board seeks to visit each provider at least annually for a face-to-face meeting to discuss service levels, operations and future developments.

 

Main areas of engagement

Key area	Topic	Engagement and outcomes
Investment strategy and ESG matters	The Investment Strategy incorporates appropriate ESG considerations. For clarity, the Company does not purport to be a "Green" fund. However, through its ESG disclosures and reporting the actions of its Investment Manager, it seeks to give clarity to the processes around assessing the Environmental, Social and/or Governance aspects to its investment decisions and ongoing monitoring.	The Board has engaged with the Investment Manager and encouraged them to develop a responsible investment policy. The Board notes that the Hanseatic Group, is a signatory to the UN PRI. The Board wholeheartedly supports this policy.
Discount management and share buybacks	It is a great frustration to the Board that the discount has not tightened significantly over the past year. It is also noted that there has been general widening of investment trust spreads due to market volatility and declining retail participation in the markets.	The Board is mindful of, and regularly considers, the share price compared to the NAV and related discount. The Board is of the view that providing transparency and clarity to investors, as well as promoting demand for the Company's shares, should create a positive impact on the discount for the medium to longer-term. To this end, the Board continues to develop the Company's branding and communications strategy with shareholders and potential shareholders alike. The aim is to enhance and broaden the understanding of the Company, with the ultimate objective of widening the shareholder base and deepening the market for shares. The primary objective of the Company is to generate a good economic return over the medium to long-term and create a compelling investment proposition for private investors, enabling them to gain access to investments not readily available. This in due course should increase demand for the Company's shares. Each investment company must consider its own particular circumstances and objectives in assessing what is in the best interests at any particular point in time for the company and its shareholders. The Board continues to focus on the construction of a portfolio to create long-term value including an allocation to Private Equity. As disclosed to shareholders as part of the Company's announcements to the market ahead of its combination with OWHL, the Company instituted a Capital Allocation policy on completion of the combination. In the period from 10 December 2025 to 31 March 2026, the Company purchased 7,275,850 shares, representing 3.6% of the Company's share capital and 5.3% if the long-term shareholdings linked to members of the Salomon family are excluded. As disclosed in the Chairman's Report to shareholders, the Board plans to continue with this share buyback policy during the year to 31 March 2027. The Board, together with the Manager and Kepler Partners, is developing a marketing strategy to organically grow the shareholder base and increase interest in the Company's shares.
Capital structure	The Company has two separate share classes, both of which are traded on the LSE. The Ordinary shareholders are entitled to one vote per Ordinary share held. The 'A' non-voting Ordinary shares do not entitle the holders to vote or receive notice of meetings, but in all other respects they have the same rights as the Company's Ordinary shares. Consideration has been given to whether the two share classes could be merged in some way and this remains a periodic agenda item for the Board's consideration.	The current position of Ordinary and 'A' Ordinary share classes remains unchanged as the majority of Ordinary shareholders have informed the Board they do not wish to alter the present structure at the present time.
Dividends	The Board's stated policy for the year to 31 March 2026, was to pause the payment of any dividends until the outcome of the proposed combination with OWHL was known. Further, should the transaction complete, the Board committed to institute a Capital Allocation policy whereby share buybacks of between 2-4% of the Company's share capital would commence. The Company only intended to pay dividends to a level necessary to avoid being treated as a non-mainstream pooled investment vehicle.	As noted above, the Company has been buying back shares regularly since 10 December 2025. In line with the stated policy, and as disclosed in the Chairman's Report, it has also been determined that a dividend of 2p per share for the year ended 31 March 2026 is required for the Company to avoid being treated as an NMPI. This interim dividend is announced at the time of the release of this Annual Report and will be paid on 21 August 2026. In future, the Board will keep the Company's Capital Allocation and dividend policies under review.
Maintaining levels of service from service providers	The Company does not have direct employees. Rather, its operations are conducted by several key service providers. The Company enters into service-level agreements with each provider. The Board oversees these services to ensure best practice is followed and that the Company is receiving a comprehensive service and value for money.	The independent members of the Board annually review the performance of the Investment Manager. Additionally, the day-to-day performance of other key service providers (Administrator, Custodian and Registrar) are monitored by the AASP on behalf of the Board. In addition, there is an annual review of service providers' annual Controls Audit Reports. Members of the Board also visit each key service provider annually to review performance and understand any changes in their businesses.

 

Notice period for general meetings

The Company's Bye‑Laws permit that the Company's general meetings (other than AGMs) may be held on 14 days' notice.

Annual General Meeting

The Company's Notice of Annual General Meeting is included in this Report.

Authority to repurchase Ordinary and 'A' non-voting Ordinary shares

Resolutions will be proposed at the forthcoming AGM, seeking shareholder approval for the renewal of the authority for the Company to repurchase its own Ordinary and 'A' non-voting Ordinary shares. The Company has introduced a Capital Allocation policy which aims to enhance shareholder returns over time, principally through the implementation of on-market share buybacks of between 2% and 4% annually of the issued share capital of the Company.

The Company's Bye-laws allow the Company, with shareholder approval, to purchase and cancel its own shares from time to time. Therefore, at the AGM the Company will seek the authority to purchase up to:

·      10,096,306 Ordinary shares (representing 14.99% of the Company's issued Ordinary share capital, the maximum permitted under the FCA Listing Rules) at a price:

o  not less than 1p per share (the nominal value of each share); and

o  not more than:

§ 5% above the average of the middle‑market quotations for Ordinary shares for the five business days preceding the day of purchase; or

§ where a series of transactions have taken place the higher of the last independent trade and current highest independent bid on the trading venue where the purchase(s) will be carried out; and

·      19,183,665 'A' non-voting Ordinary shares (representing 14.99% of the Company's issued 'A' non-voting Ordinary share capital, the maximum permitted under the FCA Listing Rules), at a price:

o  not less than 1p per share (the nominal value of each share); and

o  not more than:

§ 5% above the average of the middle‑market quotations for the five business days preceding the day of purchase; or

§ where a series of transactions have taken place the higher of the last independent trade and current highest independent bid on the trading venue where the purchase(s) will be carried out.

The authority being sought, the full text of which can be found in the Notice of Meeting, will last until the date of the next AGM.

The Company is seeking authority to use its realised capital reserve to allow repurchase of shares in the market, in accordance with the Company's new Capital Allocation policy. The decision as to whether the Company repurchases any shares will be at the discretion of the Board. Any shares purchased will be held in treasury or cancelled.

The Directors consider that all the resolutions to be proposed at the forthcoming AGM, as set out in the Notice of AGM, are in the best interests of shareholders as a whole and unanimously recommend all shareholders to vote in favour. Guidance on how to vote at the AGM can be found in the notes to the Notice of AGM.

If the Board considers a significant proportion of votes have been cast against a resolution at the AGM, the Company will explain, when announcing the results of voting, what action it intends to take to understand the reasons behind the results of the vote.

 

 

Principal risks

The Company has risk management processes in place which enables the Board to identify, assess and manage the principal risks faced by the Company. Consistent with the AIC Code and UK Corporate Governance Code, these risks are considered to have the potential to threaten the Company's business model, future performance/returns, solvency, liquidity, reputation, or regulatory status. An integral part of this process is the maintenance and ongoing evaluation of the Company's Risk Assessment & Controls (RAC) Matrix, which identifies both the risks and associated controls operating within the Company and relevant third-party service providers. To ensure emerging risks are assessed on an ongoing basis, the Board reviews the RAC Matrix at each Board meeting, considering HICL's current and future anticipated risk environment. The Board also receives updates at each meeting from the AASP on operational risk matters. Additionally, as part of the risk management processes, the Company also annually reviews the Custodian, Administrator and Registrar assurance reports of their internal controls (e.g. AAF 01/06, AAF 01/20, ISAE 3402). The impact of any exceptions are considered by the Board.

Consideration of the Company's principal risks and uncertainties, is made in the context of the Company's stated objective of generating superior, but sustainable, long‑term growth in shareholder value. The main risk being that over the long-term (determined as greater than five years), shareholders do not make a return from investing in the Company. The Company's closed‑ended fund structure is also considered to be in alignment with its stated objective, especially within extremely volatile market conditions. This is due to the portfolio not having to be managed and maintained to manage potential significant redemptions or short-term liquidity needs as open-ended funds would. Additionally, the closed-ended structure can take advantage of less liquid market opportunities as part of its portfolio holdings.

The principal risks and uncertainties identified and associated controls in place to manage these risks are described below:

Principal risks - external	Controls to mitigate risks
Market risk - long-term company share performance Market risk includes interest rate, currency, equity, credit, inflation, concentration, liquidity and macro geopolitical risks.	The Board: ·      has appointed an appropriate Investment Manager and associated Investment Advisor whose performance for the Company is reviewed and challenged on a quarterly basis; ·      has set investment guidelines and restrictions, which are reported against by the Investment Manager on a monthly basis; ·      operates an asset allocation model, which is regularly reviewed and discussed with the Investment Manager; and ·      monitors and discusses portfolio construct and performance quarterly.
Performance risk, share price, liquidity and discount monitoring Low market trading volumes of Company shares and the discount to the NAV becoming inherent in the share price.	The Board: ·      regularly reviews the share price, discount level and portfolio performance; ·      maintains periodic oversight on shareholder-base; ·      actively seeks feedback both directly from shareholders and indirectly through the Company's Broker or specific outreach programmes involving the Investment Advisor; ·      has the ability to buy-back shares of the Company; and ·      initiates strategies to reduce discount over the medium term including investor outreach and active marketing campaigns to promote the Company.
Tax, accounting, legal and regulatory risks Adverse outcomes resulting from legislative changes to tax, legal and regulatory requirements. Adverse outcomes from not meeting ESG expectations.	The Board: ·      obtains regular updates and advice from relevant professional advisers; ·      maintains oversight and receives regular reporting on the legislative and regulatory changes, which impact HICL, as monitored by the AASP; ·      maintains the Company's membership with the Association of Investment Companies; ·      has adopted the Investment Manager's responsible investing policy; ·      has set explicit expectations on the integration of ESG considerations within the investment process; ·      continues to develop ESG disclosures in compliance with reporting regulations; and ·      receives documented confirmation of the Investment Manager's adherence to relevant regulatory requirements and emerging sanction risks.
Reputational risk Negative behaviours, publications or market sentiment impacting the reputation of the Company.	The Company: ·      requires the annual selection of Board members, all of whom must have a commitment to governance; ·      has direct oversight of the Investment Manager and Advisor; ·      communicates with investors and the public in a clear and transparent manner; and ·      has set pre-approval procedures for accuracy and reliability of such information.

 

 

Principal risks - INTERNAL	Controls to mitigate risks
Operational risk Risks associated with process, system and control failures including those associated with the Company's third-party service providers.   Operational areas considered includes Liquidity, Safeguarding of Assets and Reliability of Financial Reporting.	·      Pre-approval processes are in place prior to the publication of any financial information. ·      Identification and certification of key controls by AASP compliance team. ·      Due diligence is undertaken prior to appointing all service providers in a process overseen by the Board's Management Engagement Committee. Regular performance reviews of third-party providers are made and, where relevant, the Company annually requests independent service provider assurance reports on the operating effectiveness of their internal controls. ·      An overdraft facility provides a contingency for any short-term liquidity shortfall. A pre-approval payment process is in place as part of an overall cash management process. ·      An independent Custodian is appointed to safeguard the Company's assets. This Custodian is bound by regulatory and legal contractual obligations and liabilities. Regular reconciliations are undertaken to ensure accuracy of records.
Gearing/balance sheet risk Risk of over-gearing the balance sheet and creating financial stress on the Company.	·      A maximum limit on the overdraft facility is in place. ·      Any increase in overdraft or credit facility requires Board pre-approval.

 

Insurance

The Company, through its Bye-laws, has indemnified its Directors and Officers to the fullest extent permissible by law. During the year the Company also purchased and maintained liability insurance for its Directors and Officers.

Going concern

The Company's business activities, together with the factors likely to affect its future development, performance and position, including its financial position, are set out in the Chairman's report and the Investment Manager's report within this Annual Report.

After due consideration of the Balance Sheet, estimated liabilities for the 12 months following the signing of this Report and having made appropriate enquiries, the Directors have concluded the Company is a going concern and has adequate resources to continue in operational existence for at least 12 months from the date of these accounts. Assets of the Company consist of securities, the majority of which are traded on recognised stock exchanges, or open‑ended funds run by established managers. The Financial Statements are prepared on a going concern basis.

Longer-term viability statement

In addition to the Statement of Going Concern, the Directors are also required to make a statement concerning the longer‑term viability of the Company. The Directors consider 12 months to be a relatively short time frame when considering performance and look to the longer‑term for both the performance and risks associated with the Company. The Directors consider a period of five years to be a more representative period, which aligns with the Investment Advisor's longer-term horizon. This period is sufficiently long to manage short-term market volatility and allow longer-term performance to work through. The Board continually monitors the Investment Strategy and Investment Guidelines issued to the Investment Manager and directs the Investment Advisor to target long-term capital preservation. Further, whilst the Board has sanctioned the use of gearing, the facility available to the Manager is relatively small compared to the NAV of the Company. Finally, a number of the more significant costs in each financial year are contracted to be calculated on the basis of the underlying NAV of the Company. As such, in a period of negative portfolio performance, the cost base should also fall.

Barring unforeseen circumstances and taking account of the Company's current position, the principal risks, the longer-term strategy for the portfolio, including a diversified and liquid asset base and the lack of gearing, the Directors confirm they have a reasonable expectation that the Company will continue to operate and meet its liabilities as they fall due for the next five years.

 

Governance

 

The Board of Directors

Board members are selected based on their individual and complementary skills and experience and their ability to commit sufficient time to drive the Company's success. The Directors who served the Company during the year to 31 March 2026 are:

 

Jonathan Davie

Chairman

Jonathan became Chairman of Hansa Investment Company at the inception of the Company in June 2019. Jonathan also served as Chair of the Company's Management Engagement Committee until January 2026 when this role passed over to Andrey Berzins. He was a director of Hansa Trust from January 2013 until its liquidation in November 2021. Jonathan was formerly an active partner of First Avenue Partners, an alternatives advisory boutique.

Jonathan qualified as a Chartered Accountant and then joined George M. Hill and Co. and became an authorised dealer on the London Stock Exchange. The firm was acquired by Wedd Durlacher Mordaunt and Co. where Jonathan became a partner in 1975. He was the senior dealing partner of the firm on its acquisition by Barclays Bank to form BZW in 1986.

Jonathan developed BZW's Fixed Income business prior to becoming chief executive of the Global Equities Business in 1991. In 1996 he became deputy chairman of BZW and then vice chairman of Credit Suisse First Boston (CSFB) in 1998 on their acquisition of most of BZW's businesses. He focused on the development of CSFB's Middle Eastern business. He retired from CSFB in February 2007.

 

Andrey Berzins

Management Engagement Committee Chair

Andrey become a Director of the Company following the combination with Ocean Wilsons in December 2025. In January 2026, Andrey became Chair of the Company's Management Engagement Committee. Prior to the combination, he was an independent non-executive director of Ocean Wilsons from 2014 until its combination with the Company. Andrey was also the senior independent director, and chairman of the audit and risk committee, of Ocean Wilsons.

Andrey is a member of the Institute of Chartered Accountants in England and Wales and holds a degree in statistics from the University of Bath. He has extensive experience of the Asian private equity industry, having been managing director of the Asian private equity arm of the French based Compagnie de Suez and Banque Indosuez groups. Until December 2025, Andrey was also an independent non-executive director of several investment funds domiciled in Luxembourg managed by the Aberdeen group.

 

Pedro Gonçalves

Remuneration Committee Chair

Pedro became a Director of the Company on 6 February 2025. In January 2026, Pedro became Chairman of the Company's Remuneration Committee. Pedro brings a wealth of experience to the Board. He has been managing director of Movendo Capital BV for the past nine years. Movendo Capital BV is an investment holding company focusing on growth and private equity investments. Pedro has worked in a number of roles in the Financial Services for 21 years including asset management, insurance, banking and investment strategy. During this period, Pedro was seconded into the Portuguese Government as the Secretary of State of Innovation, Investment and Competitiveness from 2013 to 2015.

Currently, Pedro is an industrial advisor to EQT Partners SE and a director of at BIAL SA, Pragosa SGPS, INDOB SGPS and Advastore SE. He is also chairman of NovaForum (Nova Business School) and the Honorary Consul of Singapore in Portugal.

Pedro graduated in Economics from Universidade Católica Portuguesa, holds a Masters Degree in Economics (MSc) from Glasgow University and an MBA from Nova Business School.

 

Simona Heidempergher

Nomination Committee Chair
Senior Independent Director

Simona became a Director of the Company in June 2019. She is chair of the Nomination Committee and is also the Company's Senior Independent Director. Simona also served as the Chair of the Remuneration Committee during the year until January 2026 when, following the combination with Ocean Wilsons, the responsibility was passed to Pedro Gonçalves.

Simona has extensive experience as an executive and non-executive director across multiple jurisdictions. For the past 23 years, she has been a director of Merifin Capital, an established, privately-owned European investment company. Prior to this she had roles as Vice President Investments at CDB Webtech, a listed investment vehicle; as research associate at Heidrick & Struggles, a leading executive-level search and leadership consultancy firm; and as project coordinator at Ambrosetti Group, an Italian consulting company.

Currently, Simona is the chair of the board of directors of the Stramongate Group, a Luxembourg public company. She is also a director of Furstenberg SIM. Previously, Simona was a director of The European Smaller Companies Trust, a Janus Henderson Asset Management Investment Trust listed on the London Stock Exchange; and director of Industrie Saleri Italo S.p.A., a private Italian company in the automotive supplier sector.

 

Richard Lightowler

Audit Committee Chair

Richard became a Director of the Company in June 2019 and chairs the Audit Committee. He is an experienced non-executive director. Richard was previously a partner of KPMG in Bermuda for 20 years where he was head of the firm's Insurance Group in Bermuda for 15 years, a member of the firm's Global Insurance Leadership Team and Global Lead Partner for a number of large international insurance groups listed on the New York and London Stock Exchanges.

Richard has significant regulatory experience, having previously advised the Bermuda Monetary Authority and worked with clients regulated by the Prudential Regulation Authority, Financial Reporting Council, and Financial Conduct Authority, as well as other international regulators. He also has extensive experience in risk and corporate governance and significant transaction experience. Richard is based in Bermuda. Richard also holds non-executive directorships with Geneva Re, Oakley Capital Investments and Conduit Holdings Limited. Richard was previously a director of Aspen Insurance Holdings.

 

William Salomon

Non-Independent Director

William became a Director of the Company in June 2019. He was a Director of Hansa Trust from 1999 until its liquidation in November 2021. He has a significant, long standing, investment in the Company.

William's experience in investments and finance is important to the Board in developing and monitoring investments in special investment themes.

William is the chairman of Hanseatic Asset Management LBG, the Company's AIFM and Investment Manager, senior partner of Hansa Capital Partners LLP, Additional Administrative Services Provider to the Company and the Investment Advisor to HAML. William was formerly the deputy chairman of Ocean Wilsons when it was a separate listed company prior to the combination in which he also had a significant, long standing, investment. Prior to its sale to SAS Shipping Agencies, which completed on 4 June 2025, William was also a director of Ocean Wilsons' Brazilian listed subsidiary Wilson Sons Holdings Brasil S.A. William was formerly the vice chairman of Close Asset Management Limited and chairman of the merchant bank Rea Brothers PLC.

 

Christopher Townsend

Non-Independent Director

Christopher become a Director of the Company following the combination with Ocean Wilsons. He was a non-independent director of Ocean Wilsons from 2012 until its combination with HICL. He has a significant, longstanding investment in the Company including having been a significant investor in Ocean Wilsons prior to the combination.

Christopher is also a director of Hanseatic Asset Management LBG, the Investment Manager of the Company. Christopher is a qualified solicitor. He has an MA from Peterhouse, Cambridge and an MBA from London Business School. He previously worked as a principal in the investment team at Coller Capital Limited and as a solicitor at Ashurst Morris Crisp.

 

All Directors will retire at each AGM and offer themselves for consideration for re‑election. The Board recommends the re‑appointment of each of the seven Directors who have put themselves forward, based on their continuing contribution to the Company and its shareholders. The service contracts between the Company and each of the Directors do not allow for any compensation payment in the event of loss of office.

 

Organisation and objectives

This section explains how the Board has organised the Company and how it is operated on a day-to-day basis to seek to deliver its objectives.

 

Board and Committees

The Board

The Board is formed of seven Directors with a complementary mix of skills and experience to lead the Company. The individual biographies of each are set out on further on in the report. Five Directors are deemed independent. William Salomon is the Chairman of the Company's Investment Manager and the Senior Partner of the Company's Investment Advisor and, therefore, is deemed non-independent. Christopher Townsend is a Director of the Investment Manager of the Company and therefore also deemed non-independent. All the Directors have significant and relevant experience and there is significant share ownership in the Company's shares amongst the Directors.

The Board believes that the Company's purpose, values and strategy are clear: to create long‑term growth of shareholder value. The Board fosters a culture that is open to new ideas and is able to influence its service providers through effective challenge and regular robust review of performance. The Board sets the standard for openness and professionalism that the Company's key service providers follow. In particular, there is regular interaction between the Board and the Company's Investment Advisor and also the Additional Administrative Service Provider for day-to-day liaison with other service providers.

The Directors confirm they have sufficient time to meet their responsibilities. Directors consult with the Company before accepting other appointments, to confirm capacity to do so and that no conflict exists. In considering appointments and potential conflicts of interests the Board considers the available time each Director has to commit to the Company. Each Director retires annually and is subject to re-election by shareholders at the AGM.

Chairman and Senior Independent Director Roles

The Chairman is Jonathan Davie. The Chairman is responsible for providing effective leadership to the Board, by setting the tone of the Company, demonstrating objective judgement and promoting a culture of openness and debate. The Chairman promotes and encourages active participation from all Directors at Board meetings. The culture of open and honest communication and forthright discussion means no individual or small group dominate decision making. The Chairman also engages with major shareholders and ensures all Directors understand shareholder views.

Simona Heidempergher has been appointed as the Senior Independent Director. The Senior Independent Director acts as a sounding board for the Chairman and serves as an intermediary for other Directors and shareholders when concerns cannot be addressed through normal channels. She also leads the evaluation of the Chairman's performance and ensures strong governance and effective Board dynamics.

The Committees

There are four Board committees: Audit, Nomination, Management Engagement and Remuneration. The terms of reference for each of the Committees are available on the website. The Directors consider that, in order to fulfil their responsibilities as the Directors of the Company, they should all be members of every sub-committee where possible. Where a Director cannot be a member of a committee, they should attend the meetings unless a conflict exists and it would be inappropriate for them to be present.

Audit Committee

Richard Lightowler is the Chairman of the Audit Committee. The Audit Committee consists of all independent Directors of the Board. The Audit Committee exists to assist the Board in the financial and narrative reporting of information relating to the Company, the review of the Internal Controls and Risk Management systems, the oversight of the Company's annual audit and assessment of the independence, performance and quality of Company's external auditor PricewaterhouseCoopers LLP. The Committee meets at least twice a year - timed to review the Annual and Half-Year Financial Statements prior to their approval and release.

The AIC Code of Corporate Governance ("the AIC Code") indicates that all independent Directors can be members of the Audit Committee including, if agreed by the Board, the Chairman of the Board provided they were independent on appointment. The Board is of the opinion that, particularly as the Company has relatively few Directors, shareholders benefit from the views of all Directors. Therefore, Jonathan Davie, as Chairman of the Board, is also a member of this Committee. The Board further acknowledges that the AIC Code states all Committee members should be independent. Therefore, William Salomon and Christopher Townsend are not members of the Committee although attend as a non-members. The Committee reports its recommendations to the Board for final approval.

The Audit Committee Report can be found further on in the report

Nomination Committee

Simona Heidempergher is the Chairman of the Nomination Committee. All independent members of the Board are members of the Nomination Committee. William Salomon and Christopher Townsend attend the Committee but neither is a member.

The Committee reviews the structure, size and composition (including the skills, knowledge and experience) and effectiveness of the Board annually and makes recommendations to the Board with regard to any changes, as necessary. The Company believes a diverse Board brings many benefits and, as such, there is no restriction placed on Board membership. Inclusivity, diversity, variety of experience and personal strengths are all incorporated in the decision making for director selection and succession planning. The decision to propose directors for Nomination at the AGM is made by the Nomination Committee.

The Nomination Committee also considers succession planning of directors, taking into account tenure and performance of board members as well as challenges and opportunities facing the Company, and what skills and expertise are, therefore, needed on the Board in the future. If a skills-gap or pending vacancy is identified, the Committee is responsible for identifying and nominating candidates to fill Board vacancies as and when they arise. The Company will appoint an external Executive Search agency to assist the Nominations Committee with the appointment of a director. The Executive Search agency will be briefed on the Company's policy for board composition before any search.

The Nomination Committee Report can be found further on in the report.

Management Engagement Committee

The Committee is chaired by Andrey Berzins who was appointed as its Chair on 1 January 2026 in a restructure of roles following the combination with Ocean Wilsons. Prior to that, Jonathan Davie chaired the committee. All independent members of the Board are members of the Management Engagement Committee. The Committee has two primary roles. Firstly, to review the functional and operational performance of the Investment Manager with reference to the Company's investment policy. Secondly, to review annually the performance of any other key service providers to the Company.

The level of management fees, level of service provided and the performance of the Investment Manager are reviewed on a regular basis to ensure these remain competitive and in the best interests of shareholders. The Board, after the annual recommendation of this Committee, considers whether the engagement of the Investment Manager is in the best interests of the shareholders. The Committee members also carry out periodic visits to the key service providers, as well as seeking feedback on the performance of other service providers from the Additional Administrative Service Provider. As non-independent directors, William Salomon and Christopher Townsend attend the committee as non-members to hear the discussions regarding the key service providers other than the Investment Manager.

The Committee reports its recommendations to the Board for final approval.

Remuneration Committee

The Committee is chaired by Pedro Gonçalves who was appointed as its chair on 1 January 2026 in a restructure of roles following the combination with Ocean Wilsons. Prior to that, Simona Heidempergher chaired the committee. All independent members of the Board are members of the Remuneration Committee. William Salomon and Christopher Townsend attend the Committee meetings but neither is a member. The Committee is responsible for the broad policy for the remuneration of the Company's Chairman and non-executive Directors pursuant to the Company's Bye-laws. The Committee takes into account all factors which it deems necessary. When setting the remuneration policy for Directors, the Committee reviews remuneration trends across the wider industry, including the use of external independent surveys, and considers the ongoing appropriateness and relevance of the remuneration policy. The level of directors' fees should be set at a level which attracts and retains high calibre candidates. Fees are monitored against external benchmarks taking specific note of each Director's duties, time commitments to properly fulfil all obligations and duties and also relative to other comparable companies in comparable jurisdictions. No Director sets their own individual remuneration.

The Committee reports its recommendations to the Board for final approval.

The Directors' Remuneration Report can be found further on in the report

Long-term impact of decisions - ESG matters

In the natural positive progression of HCP's commitment to further integrating ESG and climate relevant considerations within its investment process, the Hanseatic Group, of which the Investment Manager and Investment Advisor are both members, has become a signatory of the United Nations supported Principles for Responsible Investment (UN PRI).

With ever-growing global concerns and developments surrounding matters such has climate change, social inequalities and ethical corporate strategy and governance, the Board believes there is a communal duty for meaningful and effective action to be taken and are committed to doing so. It is the Board's belief that responsible investing and a well‑run sustainable business model aids in generating superior long‑term returns.

The Board is responsible for the Company's ESG policy. In 2020, the Board adopted the Investment Advisor's Responsible Investment Policy, which is applied to all Company investments in funds and companies, in both public and private markets. In line with the evolving nature of ESG's integration within financial services, the Manager continues to review and develop their policy of responsible investing within their investment process. This involves ensuring environmental, social and governance factors are integrated throughout the investment management process, including within the due diligence, decision-making and investment monitoring processes.

As long-term investors, the Investment Advisor has a natural desire to be a responsible investor and a good corporate citizen. HCP's approach begins by communicating its expectations to fund and company investments that they should take ESG issues seriously, clearly report on them, be responsible owners and to continuously show positive indicators of aspiring to do the right thing.

HCP does not operate an exclusionary policy, as excluding whole sectors or countries is not a sustainable, or reasonable approach to its investment activities. Each fund manager or company is assessed as an individual, taking into account the sector and country within which they operate and their direction of travel in ESG enhancements.

HCP seeks to ensure that all investee managers and companies are thinking longer term and that they are also thinking about their longer-term impacts across the spectrum of their business. This certainly includes the negatives - such as understanding how companies are lowering their carbon emissions, ensuring they are not using forced or child labour in their supply chains, taking care not to deplete natural resources, or be involved in deforestation. But it also includes the positive impacts, for example, knowing if a company is taking advantage of the opportunities it may have from climate change by developing greener energies, recycling used clothing, or designing biodegradable fabrics. HCP's involvement with the managers and companies is ongoing and pushes them to manage the risks and take advantage of the opportunities in a tailored and considered manner. A manner that reaps longer-term benefits for the Company, as well as the environment and the greater society.

The Board is pleased to report that the Manager has received very positive feedback on their third submission to the UN PRI, made in summer 2025, for both their policies and approach adopted. At the time of publication of this Report, the Hanseatic Group is in the process of preparing its 2026 submission to the UN PRI.

Fund investments

HCP seeks to invest in funds who are responsible owners of their investee companies, have specific consideration as to how their investee companies manage their ESG responsibilities and seek to engage with those company boards, if they are failing in their duties. Where a manager is not living up to these standards, HCP will first seek to engage the management team and encourage improvement. If the managers engagement is weak, or if the communicated concerns are not sufficiently addressed and their positive commitment to do so is not apparent, HCP's ultimate action would be to reduce the current investment, exit, or not invest in the first place. Whilst HCP does not seek to exclude fund managers that invest in sectors such as energy or countries such as China, it would, however, expect such managers to properly articulate how they operate in such areas and manage the potential ESG considerations. HCP's investment philosophy favours those fund managers who are typically long-term in their approach and seeks to invest in high-quality, well-managed companies that are often higher-returning. As a result, although we do not set limits, there is a natural bias away from thoese companies and sectors that score less well on ESG metrics.

Company investments

When considering direct equity investments HCP seeks to ensure that company management teams are responsible custodians of their businesses, report clearly on ESG metrics and seek to improve on those areas in which they are lagging.

Taskforce on Climate-Related Financial Disclosures

As a closed-ended investment company, HICL is exempt from the annual reporting requirement to publish statements in line with the Taskforce on Climate-Related Financial Disclosures' (TCFD) framework of recommendations and recommended disclosures. However, considering the Board and the Manager's approach to responsible investing in conjunction with the Company's core investment objective to generate superior, but sustainable, medium to long-term growth in shareholder value, we have elected to provide relevant information on our approach to the TCFD recommendations.

Governance

Strong corporate governance practices are intrinsic to how the Board operates. The Board oversees a long-term and sustainable approach to business strategy of the Company. This in part is done by adopting a Responsible Investment Policy, which aims to integrate sustainability, climate-related risks and opportunities, social responsibility and strong governance into the Company's investment process. This is consistent with HCP's approach to its ESG assessment of fund managers and company investments.

Risk Management

Climate-related risks within the Company's investments are identified, assessed and managed by HCP as the Investment Advisor. As part of the portfolio risk management and monitoring process, HCP combines long-term and purpose-driven engagement with underlying fund managers and companies, active voting and setting a clear escalation framework. This approach aims to identify and address climate‑related issues and minimise systemic risks that may impact the assets within the portfolio. Engagement can take several forms, including regular and ad hoc meetings with management, formal written correspondence, or the Investment Advisor participating in relevant shareholder votes for current investments.

Strategy

The Company's strategic objective is to grow its net assets over the medium to long-term by investing in a diversified and multi-strategy portfolio. In line with this objective, the Board are responsible for pursuing the growth of shareholder value. Responsible investment and the integration of ESG risks and opportunities within the investment process is aligned with the Company's values and heritage. HCP becoming a signatory to UN PRI is part of our overall strategy.

Metrics and targets

In relation to the Investment Advisor's investment process, a more holistic approach is taken by assessing an investment by their intent and direction of travel, rather than purely by specific targeted metrics. The ESG assessment of a fund manager or company will involve HCP developing a view by utilising their published ESG reporting, the information received through the due diligence and engagement processes and other external research. The Company has no material information to report in relation to metrics and targets.

Environmental charitable support

The Board has continued to sponsor the Blue Marine Foundation, an environmental charity with direct relevance to Bermuda, our country of domicile. Given its island status, Bermudians are more aware than most of the marine environment. Marine life is under threat from climate change, acidification of the sea, pollution and invasive species. But these threats are compounded by overfishing, which strips the ocean of life, and so reduces its capacity to produce oxygen, absorb carbon dioxide and regulate the climate. It's estimated that almost 94% of commercial fish stocks are fully or overexploited and 90% of large, predatory fish are gone. Overfishing therefore represents a major threat for the food security of millions and could have devastating consequences for Earth's climate if these ecosystems fail. Amongst many worthy organisations, the Blue Marine Foundation is an environmental charity dedicated to restoring the ocean to health by addressing overfishing and supporting marine conservation projects. The ocean is the world's largest carbon sink: by combating overfishing and the associated impact on the wider marine environment, the Blue Marine Foundation aims to help life in the ocean perform its vital function of stabilising the Earth's climate. By partnering with the Foundation, the Compa ny supports their work around the world ultimately benefiting us all and, in particular, maritime communities like Bermuda. The Company has committed to a charitable gift of £15,000 per annum towards Blue Marine's work.

Streamlined Energy and Carbon Reporting (SECR) and Greenhouse Gas Emissions (GGE)

The Company has no direct greenhouse gas emissions to report from the day-to-day operations of its business. However, as noted above, the attendance of Directors at Board meetings in Bermuda means travel related carbon emissions which are "Scope 3 Indirect Emissions" for the purposes of the SECR. The Board has further estimated the emissions associated with the flights to be in the region of 120 tonnes of CO2 in any 'normal' year.

Social, Community, Human Rights, Employee Responsibilities Policy

The Company does not have any employees. The Company has no direct social, community or human rights impact. Its principal responsibility to shareholders is to ensure the investment portfolio is properly invested and managed.

 

Service providers

Service Provider Policy

The Company has no employees and operates through third party service providers. The Board has contractually delegated to external organisations the management of the investment portfolio, the custodial services which include safeguarding of the assets and the day-to-day accounting and company secretarial requirements. Each of these contracts is only entered into after proper consideration of the quality and cost of services, which are regularly reviewed and monitored.

Following the combination with Ocean Wilsons, the key service provider relationship to the Company is the Hanseatic Group comprising Hanseatic Asset Management LBG as both Investment Manager and AIFM and Hansa Capital Partners as the Investment Advisor and AASP to the Company.

The Board carries out the following activities as part of its oversight of third-party service providers:

Monitors performance, costs and commitment to a successfully implemented controls environment

The Board, at its regular meetings, reviews reports prepared by both the Investment Manager and the Administrator, which enable it to monitor the performance and costs of the third-party suppliers to the Company. The AASP has an ongoing dialogue with each provider to monitor their processes and systems and, in addition, members of the Board meet with key providers at least annually to discuss performance.

Monitors Investment Advisor performance

The Board reviews reports prepared by the Investment Advisor at its regular meetings, which enables it to monitor the investment performance, risks and returns. The Investment Advisor attends each Board meeting where there is an active dialogue on performance, process, risks and opportunities and governance matters.

The Board identifies key controls and regularly monitors them through compliance reports on control effectiveness.

Determines investment strategy, guidelines and restrictions

The Board determines the investment strategy in conjunction with the Investment Advisor. The strategy is monitored regularly with adjustments made as required.

The Board issues formal investment guidelines and restrictions; compliance with these is reported by the Investment Advisor's compliance officer quarterly and is also monitored independently by the Administrator.

Determines gearing levels and capital preservation through the use of hedging instruments

The Board, taking account of advice from the Investment Advisor, determines the maximum level of borrowings the Company will undertake. The Company will not invest in derivatives for speculative gain, but may use derivatives for efficient portfolio management and hedging purposes.

The providers

Investment Manager, Investment Advisor and Additional Administrative Services Provider

Following the combination with Ocean Wilsons, the Hanseatic Group provides the following services to the company: Hanseatic Asset Management LBG (HAML) based in Guernsey acts as both Investment Manager and AIFM to the Company. Hansa Capital Partners LLP in London as the Investment Advisor and AASP to the Company.

Hansa Capital Partners LLP is primarily responsible for all assets in the portfolio. The Board is in regular contact with the investment team at HCP which is led by Alec Letchfield. Additionally, Alec Letchfield is invited to quarterly meetings of the Board to formally present portfolio updates and discuss market trends. The Investment Advisor's detailed review of the year can be found earlier on in the report.

HAML charges an investment management fee to the Company. The Investment Management fee was restructured as part of the combination with Ocean Wilsons which completed on 10 December 2025. Prior to the completion of the transaction, HCP acted as Investment Manager and charged an Investment Management fee at an annual rate of 1% of the net assets of the Company (after any borrowings) and after deducting the value of the Company's investment in Ocean Wilsons, on which no fee was payable as the asset was sole responsibility of the Board. Following the combination, the Investment Management fee is now levied at a tiered annual rate based on the value net assets of the Company (after any borrowings) with Net Assets up to £500m being charged at 0.8% and then assets above £500m being charged at 0.7%. The combination with Ocean Wilsons led to a much larger Company with Net Assets of c £1bn. The financial year to 31 March 2026 is a transition year with circa nine months under the previous regime and the final three months under the new. The total Investment Management fee charged for the year ended 31 March 2026 was £4,866,000 (year ended 31 March 2025: £3,346,000). Prior to the combination, Hanseatic Asset Management LBG separately charged an investment management fee to the investment subsidiary of Ocean Wilsons.

The terms of the Investment Management Agreement permit either party to terminate the agreement by giving to the other not less than 12 months' notice, or such shorter period as is mutually acceptable. There is no agreement between the Company and the Investment Manager concerning compensation in respect to the termination of the agreement. In its annual assessment of the Investment Manager, the Board concluded that, because of the skills and experience of the management team it is in the best interest of shareholders that the Investment Manager remains in place under the present terms. Details of the fees paid to the Investment Manager can be found in Note 3 to the Financial Statements.

HCP also acts as the AASP to the Company. This role ensures a number of the day-to-day processes for the Company are carried out, as well as providing oversight of, and a liaison between, a number of the Company's service providers and the Company itself. HCP is paid £115,000 per annum for this service (year ended 31 March 2025: £115,000).

Alternative Investment Fund Manager

As a Bermudan resident, the Company is a non-UK Alternative Investment Fund (AIF) under the UK Alternative Investment Fund Manager's Directive (UK AIFMD). As such, the Company and the AIFM are subject to a more limited set of UK AIFMD requirements, which are largely in relation to marketing the Company's shares into the UK. The Company appointed Hanseatic Asset Management LBG, with effect from 29 August 2019, to act as its AIFM and, following the combination, HAML continues to perform this role, with responsibilities for the Portfolio Management and Risk Management functions. Prior to the combination, the AIFM had delegated the provision of Portfolio Management services to Hansa Capital Partners LLP, but remained responsible for the Risk Management function. Following the combination, HAML continues as AIFM but now acts as the Investment Manager as well. HAML does not charge a direct fee for its AIFM services, although it does recharge any third-party fees incurred.

Independent Auditor

The Company's independent Auditor is PricewaterhouseCoopers LLP ("PwC UK"), a firm registered in the United Kingdom. Auditor independence rules restrict the amount and type of non-audit related work that can be performed by a company's auditor. Any non-audit related work must be pre-approved by the Board. PwC UK did not provide any non-audit services in the year. Further information is given in the Audit Committee Report further on.

Company Secretary

The Company has engaged Conyers Corporate Services (Bermuda) Limited ("Conyers") as its Company Secretary. During the year to 31 March 2026, Conyers charged £20,000 (year ended 31 March 2025: £15,000).

Administrator

The Company engaged Juniper Partners as its Administrator with effect from 1 April 2025. The Administrator has charged £369,000 for the year ended 31 March 2026 (year ended 31 March 2025: £165,000 charged by Apex Fund Administration Services (UK) Ltd). This includes services preparing for the combination of the Company with Ocean Wilsons.

Custodian

The Company has engaged Banque Lombard Odier & Cie SA as the Company's Custodian. During the year to 31 March 2026, Lombard Odier charged £239,000 for the custodial service (year ended 31 March 2025: £205,000). The fee increase reflects the additional funds under management. Lombard Odier was also custodian to the investment subsidiary of Ocean Wilsons prior to the combination.

Registrar

The Company has engaged Computershare Investor Services (Bermuda) Limited ("Computershare") as the Company's Registrar. During the year, the total Registrar charges were £102,000 for the year ended 31 March 2026 (year ended 31 March 2025: £61,000).

 

 

Corporate Governance Report

Corporate Governance Code

The Board is committed to achieving and demonstrating high standards of corporate governance. The Company Secretary and AASP support the Board in identifying and monitoring all governance matters.

Compliance with the AIC Code

The Board has considered the Principles and Provisions of the AIC Code of Corporate Governance issued is August 2024 (the "AIC Code"). The AIC Code addresses the Principles and Provisions set out in the 2024 UK Corporate Code, as well as setting out additional Provisions on issues that are of specific relevance to the Company.

The Board considers that reporting against the Principles and Provisions of the AIC Code, which has been endorsed by the FRC in the UK, provides more relevant information to shareholders. 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.

During the year the Company has complied and continues to comply with the Principles and Provisions of the AIC Code. A detailed description of the Company's governance arrangements, including the structure and composition of the Board and its Committees is contained above.

Internal Controls

The AIC Code and the FCA's Disclosure Guidance and Transparency Rules requires the directors of UK listed companies to review the effectiveness of the company's risk management and system of internal controls on an annual basis. The Board is committed to sound corporate governance, robust risk management processes and effective systems of internal controls. The Board reviews and considers the effectiveness of internal controls regularly and review exception reporting at least quarterly. The Directors, through the procedures outlined below, keep the system of risk management and internal controls under review.

The Board recognises its ultimate responsibility for the Company's system of risk management and internal controls and for monitoring their effectiveness. In order to perform this responsibility the Board receives regular reports on all aspects of risk management and internal control from the Company's service providers (including financial, operational and compliance controls, risk management and relationships with other service providers); the Board will instigate necessary action in response to any significant failings or weaknesses identified by these reports. Further details on the oversight of the Company's internal control and risk management system are set out in the Audit Committee Report further on.

Financial Reporting

The Board has a responsibility to present a fair, balanced and understandable assessment of annual, half‑year and other price sensitive public reports and reports to regulators, as well as to provide information required to be presented by statutory requirements. To ensure this responsibility is fulfilled, all such reports are reviewed and approved by the Board prior to their issue.

The Board confirms there have been no other specific events since 31 March 2026, of which the Board is aware, which would have a material impact on the Company.

Statement of Directors' Responsibilities

The Directors are responsible for ensuring that:

·      Adequate accounting records are kept, that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the Financial Statements are consistent with the relevant requirements under the UK Companies Act 2006.

·      The assets of the Company are safeguarded; and for taking reasonable steps for the prevention and detection of fraud and other irregularities.

·      The Report of the Directors and other information included in the Annual Report is prepared in accordance with both Company Law in Bermuda and, where required, the UK. The Directors are also responsible for ensuring the Annual Report includes information required by the Listing Rules of the FCA.

·      The Company has effective internal control systems, designed to ensure that adequate accounting records are maintained; and that financial information on which the business decisions are made, which is issued for publication, is reliable. Such a system of internal control can provide only reasonable, but not absolute, assurance against material misstatement or loss.

·      The Company Financial Statements for each financial year are prepared in accordance with International Financial Reporting Standards (IFRS). IFRS means standards and interpretations issued (or adopted) by the International Accounting Standards Board (IASB). The Directors must not approve the Financial Statements unless they are satisfied they give a true and fair view of the state of affairs and profit or loss of the Company for that period.

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

·      select suitable accounting policies and apply them consistently;

·      make judgements and estimates that are reasonable and prudent;

·      state whether they have been prepared in accordance with International Financial Reporting Standards; and

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

Under the FCA Listing Rules and the UK Code, the Board is responsible for:

·      disclosing how it has applied the principles and complied with the provisions of the AIC Code and, thereby, the UK Code, or where not, to explain the reasons for divergence; and

·      reviewing the effectiveness of the Company's systems of risk management and internal controls.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website: www.HansaICL.com. Visitors to the website need to be aware that legislation governing the preparation and dissemination of the Financial Statements may differ from legislation in their own jurisdictions.

Responsibility statement

The Directors confirm that:

·      The Financial Statements are prepared in accordance with applicable international accounting standards and present fairly, in all material respects, the financial position of Hansa Investment Company.

·      The Strategic Report, including the Chairman's report and the Report of the Directors includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties it faces.

·      The Annual Report and Financial Statements, taken as a whole, are fair, balanced and understandable. Further commentary demonstrating the Company's performance, business model and strategy has been included within the Annual Report.

This responsibility statement was approved by the Board of Directors on 7 July and is signed on its behalf by:

 

 

 

Jonathan Davie

7 July 2026

 

 

 

Management Engagement Committee Report

Andrey Berzins is the Chairman of the Management Engagement Committee having assumed this role effective 1 January 2026. Prior to this, the Committee was chaired by Jonathan Davie. All independent members of the Board are members of the Management Engagement Committee. William Salomon and Christopher Townsend attend the Committee proceedings when their attendance does not risk a conflict of interest but neither is a member.

Role

The Committee meets at least once per year although more often if necessary. It has two principal functions. Firstly, to review the performance of the Hanseatic Group that performs the functions of Investment Manager, Investment Advisor (collectively "the Manager") and Additional Administrative Services Provider. In particular, the Board reviews performance against the Company's investment policy that is established by the Board. Secondly, the Board reviews the performance of the other key services providers to the Company.

The Committee considers all aspects of a service provider's appointment and performance meeting with the Manager regularly and with representatives of the other key service providers, being the Administrator, Custodian and Registrar, at least annually.

The Committee reports its findings directly to the full Board.

Activities during the year

As per its remit, the Committee Chair has met personally with the four key service providers during the year as well as receiving regular updates from the AASP regarding the performance of the non-Manager service providers.

Investment Manager

The evaluation of the Investment Manager was comprehensive, focusing on several critical areas:

·      Contractual Performance: Ensuring that the Investment Manager is adhering to the terms of the investment management agreement.

·      Fee Structure: Assessing whether the remuneration framework remains appropriate, competitive and aligned with the Company's investment objectives and shareholder interests.

·      Team Quality: Evaluating the strength, experience, and stability of the Investment Manager's team.

·      Control environment: Identify and review material internal controls.

·      Client Prioritisation: Reviewing the Investment Manager's focus on the Company within its broader client base.

The Committee concluded that the Investment Manager continues to meet its obligations effectively under the investment management agreement.

Third-Party Service Providers

The review encompassed an assessment of contractual compliance, identification and review of material internal controls, service delivery quality, and cost-effectiveness. The Committee noted that all significant third-party vendors are fulfilling their obligations and meeting performance expectations. No concerns or material issues were identified and the Committee confirmed that the existing arrangements remain fit for purpose.

Of particular focus during the year was the onboarding and oversight of Juniper Partners as the Company's new Administrator who took over the role formally on 1 April 2025, but who had been shadowing the previous Administrator for a period of time ahead of the hand-over. The Committee is pleased to report that Juniper has performed very well during the year in what has proven to be an extremely busy year for the Company.

The Committee was also involved in the wider discussions regarding the combination and, specifically, any potential issues relating to the merging of service contracts of the Company with those of Ocean Wilsons. The process was very well handled by the Company's service providers and advisors. The Committee would like to thank them for their dedication to the process - particularly the Manager and AASP.

The Committee will continue to oversee the performance of the Company's service providers as the combined firm settles into its new operating structure. The Committee emphasises the importance of maintaining a high-quality investment management relationship, especially as the Company navigates strategic changes. Regular monitoring and evaluations will continue to ensure that the Investment Manager and third-party service providers uphold the highest standards in supporting the Company's objectives.

For and on behalf of the Management Engagement Committee

 

 

 

Andrey Berzins

Chairman of the Management Engagement Committee

7 July 2026

 

 

 

Directors' Remuneration Report

 

 

Annual statement

The Company has seven non-executive Directors. The Board has appointed a Remuneration Committee. The Chairman of this Committee is Pedro Gonçalves, who became Chair of this Committee on 1 January 2026. Prior to that, Simona Heidempergher was Chair of the Committee. All independent members of the Board are members of the Remuneration Committee. William Salomon and Christopher Townsend both attend the Committee but are not members.

Other than Andrey Berzins and Christopher Townsend, who both joined the board on 9 December 2025, and Pedro Gonçalves, who was appointed on 6 February 2025, each of the Directors serving at the year-end was initially appointed during June 2019 following the creation of the Company. Each Director presents themselves for annual re-election at the Company's AGM.

Policy on Directors' remuneration

The Board's policy is that the remuneration of non-executive Directors should be a fixed-fee only. This fee should reflect the experience of each director, time commitment required to fulfil the role, market conditions, financial and reputational risks undertaken and additional responsibilities. The remuneration does not include a performance related element and Directors do not receive bonuses, share options, pensions or long-term incentive schemes. The aggregate remuneration of the Board will be kept within the limits set out in the Company's Bye-laws, as amended from time to time.

In assessing current and future levels of director compensation, the Remuneration Committee seeks external comparative information, such as the use of independent external surveys. This includes the fees paid by other similar companies (both industry and jurisdiction), seeking input from recruitment specialists familiar with the external market, assessing the time commitment for each of the Directors in their appointed roles and considering the responsibilities their roles bring. The increasing demands being placed on all NEDs by shareholders, regulators and markets are also factored.

The fees for the non-executive Directors are within the limits (currently a maximum total fee of $900,000) as set out in the Company's Bye-laws. The maximum is set as a USD amount. The equivalent is £680,684 if translated at the applicable rate on 31 March 2026.

As advised in the Prospectus describing the key features of the combination, the Directors' annual salaries were to be $640,000 following completion of the combination. This became effective on 9 December 2025. Subsequently, the Remuneration Committee considered two proposals: firstly that, following the appointment of Andrey Berzins and Christopher Townsend to the Board, the chairs of the Company's Committees be reviewed and reallocated. Subsequently, Andrey Berzins took over the role as Chair of the Management Engagement Committee from 1 January 2026 and Pedro Gonçalves took over the role as Chair of the Remuneration Committee from the same date. It has been the Board's policy to recognise the additional workload that a Committee Chair takes on with an additional $10,000 per annum effective from the date of appointment. Secondly, the Committee considered a proposal to recognise the significant additional workload taken on by members of the HICL Board during the transaction. It was decided to recognise that extra workload with a one-off payment to the Independent members of the former HICL board. The total payment made was $205,000 broken down as per the table and notes opposite. Finally, the Committee concluded that Directors' salaries were to remain unchanged during the remainder of the financial year to 31 March 2026 and no further increase for the financial year starting from 1 April 2026. The new total annualised salary from 1 January 2026 is $760,000.

Directors' service contracts

It is the Board's policy that every Director has a service contract. None of the service contracts is for a fixed term. The terms of appointment provide that a Director shall retire and be subject to re-election at the first AGM after appointment. The Board has decided each Director will retire annually at the AGM and seek re-election as appropriate. The terms also provide that either party may give three months' notice. In certain circumstances a Director may be removed without notice and compensation will not be due on leaving office. There are no agreements between the Company and its Directors concerning compensation for loss of office.

Policy for notice periods

The current Directors' service contracts stipulate three months' written notice to be given by either the Director or the Company to terminate the services of a Director. The Board consider this is sufficient notice to ensure an orderly hand over between the parties.

Shareholders' views on remuneration policy

The formal views of unconnected shareholders have not been sought in the preparation of this policy.

Employees

The Company does not have any employees, only non‑executive Directors.

Annual report on remuneration

Directors' emoluments

The Company does not have any employees, only non‑executive Directors who receive only a basic fee, plus repayment of expenses incurred in the course of performing their duties. Therefore, the use of the detailed remuneration table, as prescribed in the legislation, is not appropriate here. A condensed table showing the information relevant to the Directors' remuneration is shown in its place.

The Directors who received fees during the year received the following emoluments in the form of contractual fees. For clarity, these amounts are quoted in USD being the currency as per their service contract as is common for most Bermudan companies. The following table and accompanying notes summarise the Directors' fees in USD and GBP equivalent for the year to 31 March 2026 as well as the prior financial year. The equivalent Sterling fees are shown as converted at the relevant pay date of each fee:

	2026 Base fees $000	2026 Transaction related additional fees $000	2026 fees $000	2026 fees £000	2025 fees $000	2025 fees £000
Jonathan Davie (Chairman)5	120	55	175	129	110	85
Andrey Berzins4	33	-	33	25	-	-
Pedro Gonçalves 2, 5	103	50	153	113	13	10
Simona Heidempergher5	110	50	160	119	90	71
Richard Lightowler5	110	50	160	119	100	77
William Salomon1	48	-	48	36	25	19
Christopher Townsend1, 4	31	-	31	23	-	-
Nadya Wells3	-	-	-	-	31	24
	555	205	760	564	369	286

 

¹  William Salomon and Christopher Townsend are not considered independent due to their roles with the Company's Investment Manager.

²  Pedro Gonçalves joined the Board on 6 February 2025.

³  Nadya Wells retired as a Director at the Company's 2024 AGM on 2 August 2024.

⁴  Andrey Berzins and Christopher Townsend joined the HICL Board on completion of the combination effective 9 December 2025.

⁵  Following completion of the combination, the independent directors of HICL received a one-off payment to reflect the significant extra workload in the year due to the combination.

The Company also pays the expenses of the Directors to attend the Board meetings. Directors' travel costs incurred during the year were £288,000 (2025: £178,000).

Statement of shareholder voting

Votes in respect of the resolution to approve the Directors' Remuneration Report at the Company's AGM in August 2025 were cast as follows

	No. of shares voted	% of votes cast
Votes cast in favour	21,885,708	99.85
Votes cast against	32,439	0.15
Total votes cast	21,918,147	100.00
Votes withheld	10,840	n/a

 

Directors' interests

Directors must seek permission from the Chairman before trading in shares, taking note of any Closed Periods. Other than that, there are no specific rules on Directors' shareholdings.

The interests of Directors and their connected parties in the Company at 31 March 2026 are shown below:

	Ordinary shares of 1p each		'A' non‑voting ordinary shares of 1p each		Nature of interest
	2026	2025	2026	2025
Jonathan Davie	71,118	45,000	282,236	230,000	Beneficial
William Salomon	17,788,678	11,169,345	16,825,789	3,587,123	Beneficial
Simona Heidempergher	6,400	6,400	12,000	-	Beneficial
Andrey Berzins	29,850	-	59,700	-	Beneficial
Christopher Townsend	16,376,825	10,347,125	14,764,775	2,705,375	Beneficial
Pedro Gonçalves	-	-	17,800	-	Beneficial

 

Increases in the Directors' holdings from the previous year include shares they will have received in exchange for shares they held in Ocean Wilsons as part of the combination.

As at the date of signing of these Annual Financial Statements, there were no changes to report to the Directors' holdings.

William Salomon is the Chairman of Hanseatic Asset Management LBG and senior partner of Hansa Capital Partners LLP. Christopher Townsend is a director of Hanseatic Asset Management LBG. Fees payable to Hanseatic Group during the financial year amounted to £4,981,000 (including Investment Management and AASP functions). During the year, no rights to subscribe for the shares of the Company were granted to, or exercised by Directors, their spouses or infant children.

Directors' attendance

The Directors meet as a Board on a quarterly basis and at other times as necessary. In the financial year to 31 March 2026, there were several additional meetings to consider aspects of the combination and to give the required approvals to documents at specific times. There was also an additional shareholder meeting. The table below sets out the main, scheduled, Board, Strategy and Audit Committee meetings held during the year. Finally, there have been numerous Committee and operational meetings which have been omitted for brevity.

	Board1	Strategy Day	Audit Committee	Management Engagement Committee	Remuneration Committee	Nomination Committee
Number of Meetings	7	1	3	2	1	3
Jonathan Davie	7	1	3	2	1	3
Pedro Gonçalves	6	1	3	2	1	3
Simona Heidempergher	6	1	2	2	1	3
Richard Lightowler	6	1	3	2	1	3
William Salomon2	7	1	3	2	1	2
Andrey Berzins3	2	1	1	1	1	1
Christopher Townsend2, 3	2	1	1	1	1	1

 

¹ "Board" includes full, timetabled, meetings of the Board, of which there were seven held during the year.

² William Salomon and Christopher Townsend are deemed to not be independent. Therefore, both can attend as an observers of the Audit and Remuneration Committees but neither can be a committee member. Further, both can attend the Management Engagement Committee when the majority of Service Providers are discussed but exempt themselves when the performance of the Investment Manager is discussed due to their roles with the Manager.

³ Andrey Berzins and Christopher Townsend joined the board on 9 December 2025 following the combination. Therefore, their attendance only reflects meetings held since that date.

On behalf of the Board, I confirm that the above Report on Directors' Remuneration summarises, as applicable, for the year ended 31 March 2026:

(a) the major decisions on Directors' remuneration;

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

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

An Ordinary resolution for the approval of this Report will be put to shareholders at the forthcoming AGM.

For and on behalf of the Remuneration Committee

 

 

Pedro Gonçalves

Chair of the Remuneration Committee

7 July 2026

 

Nomination Committee Report

 

Simona Heidempergher is the Chairman of the Nomination Committee. All independent members of the Board are members of the Nomination Committee. William Salomon and Christopher Townsend attend the Committee but neither is a member.

Role

The Committee reviews the structure, size and composition (including the skills, knowledge and experience) of the Board and makes recommendations to the Board with regard to any changes, as necessary. It also considers succession planning of directors, taking into account tenure and performance of board members as well as challenges and opportunities facing the Company, and what skills and expertise are, therefore, needed on the Board in the future. If a skills-gap or pending vacancy is identified, the Committee is responsible for identifying and nominating candidates to fill Board vacancies as and when they arise.

Appointments are made after consideration of the skills and experience needed by the Board and against objective criteria in accordance with the AIC Code. The Board considers it is of paramount importance to shareholders that, after consideration of the skills and experience needed by the Board, candidates are chosen based on their contribution to the Company's needs and that there should be no discrimination in the choice of Directors for any reason. The Nomination Committee pays due regard to the rules published by the Financial Conduct Authority in April 2022 in respect of diversity and inclusion on company boards and executive management. The Company believes a diverse Board brings many benefits and, as such, there is no restriction placed on Board membership. Selection and appointment will continue to be based on merit and against a skills matrix to ensure the overall composition of the Board has an appropriate balance of knowledge and experience, whilst remaining cognisant of the relevant geographic and diversity considerations. The Board has determined that all Directors will retire and offer themselves for re-election each year at the AGM and this policy includes any Directors appointed during the year. The Committee reports its recommendations to the Board for final approval.

Activities during the year

The Nomination Committee formally met three times during the year. The Committee maintained a Skills Matrix to summarise the knowledge, skills, experience and overall competence of each Director. This included anonymised feedback from the other Board members as well as feedback from each individual Director themselves. The Skills Matrix considers a wide range of relevant factors when assessing individual and collective competence including knowledge, skills, experience, diversity, geographic considerations, other time and business commitments, as well as their overall performance and contribution during the period in relation to their specific role. Following its review, and in line with the small size, structure and nature of the Company, the Committee concluded that each Director continued to contribute as required, and the Board continued to operate effectively.

The Committee's main focus during the financial year was to support the combination process and consider the appointment of Andrey Berzins and Christopher Townsend to the Company's Board following the completion of the transaction. The Committee was supported by the Company Secretary, and the AASP, with technical support of the Company's lawyers to consider any technical or operational issues with the proposed appointments. Particular attention was paid to any tax jurisdictional issues.

Following the assessment of the Board's performance, the Nomination Committee recommended to the Board the resolution to reappoint all Directors at the Company's upcoming 2026 AGM.

Succession planning and Board recruitment policy

With the exception of Pedro Gonçalves, Andrey Berzins and Christopher Townsend, the current Directors were all originally appointed in June 2019. As part of the Skills Matrix utilised to evaluate Board composition, the Board notes the number of years each Director has served and their expected date of retirement. While the Board does not consider the length of tenure to have a direct negative correlation to the Directors' performance and contribution, the Nomination Committee remains cognisant of the AIC recommendations and therefore still considers this element as part of its overall succession planning. The Company's policy on Board Composition remains unchanged. Namely that, after consideration of the skills and experience needed by the Board, candidates are chosen on the basis of their contribution to the Company's needs and that there should be no discrimination in the choice of Directors for any reason. Selection and appointment will continue to be based on merit and against a skills matrix to ensure the overall composition of the Board has an appropriate balance of knowledge and experience, whilst remaining cognisant of the relevant geographic and diversity considerations.

For and on behalf of the Nomination Committee

 

 

Simona Heidempergher

Chair of the Nomination Committee

7 July 2026

 

 

Report of the Directors

The Directors have chosen to report on some items within the body of the Strategic Review and Governance sections of the Report, while others remain within the Report of the Directors.

Items included within Strategic Review or Governance sections

The following items are listed within the Strategic Review or Governance sections:

·      Statement of the existence of qualifying indemnity provisions for Directors.

·      Dividend policy and payments made during the year. In particular, this is disclosed in the Chairman's report.

·      Names of Directors, at any time in the year and the Directors' details and attendance at Company meetings.

·      Streamlined energy and carbon reporting and greenhouse gas emissions.

·      Stakeholder engagement - while the Company has no employees, suppliers or customers, the Directors give regular consideration to the need to foster the Company's business relationships with its stakeholders, in particular with shareholders and service providers. The effect of this consideration upon the principal decisions taken by the Company during the financial year is set out in further detail earlier in the report.

Items reported within the Directors' Report

Disclosure to the Auditor of Relevant Audit Information

The Directors confirm that, so far as they are aware, having made such enquiries and having taken such steps as they consider they reasonably ought, they have provided the Auditor with all the information necessary for it to be able to prepare its Report. In doing so each Director has made themself aware of any information relevant to the Audit and established that the Company's Auditor is aware of that information. The Directors are not aware of any information relevant to the Audit of which the Company's Auditor is unaware.

Board composition and diversity

The Board recognises and is supportive of the new FCA Listing Rules (LR 9.8.6(9)) which aim to improve transparency on the diversity of company boards and executive management teams and was implemented for accounting periods starting on or after 1 April 2022. Accordingly, boards of UK incorporated companies are required to report annually on whether the specific FCA targets have been met, and if they have not been met, the reasons why. The targets applicable to the Company are:

(i)  at least 40% of the individuals on its board of directors are women; and

(ii) at least one individual on its board of directors is from a minority ethnic background.

The tables below set out the gender and ethnic diversity composition of the Board as at 31 March 2026. At the time of the Company's formation and for the first five years, the Company was in compliance with the FCA's guidance. However, firstly at the time of the appointment of Mr Gonçalves in February 2025, following Ms Well's decision to step down, and then secondly at the time of the combination when Andrey Berzins and Christopher Townsend joined the board, it was felt that the best candidates to present themselves should be chosen regardless of gender or ethnic diversity.

The Directors acknowledge that, with the appointment of Messers Gonçalves, Berzins and Townsend, it would mean the Company would not continue to meet some elements of the diversity criteria defined by the UK Listing Rules which it had previously achieved. Further, the Board composition does demonstrate a diversity of background, a broad base of experience and critical thinking which the Board considers to be of paramount importance to the Company and its shareholders.

As required by the Listing Rules, the Board reports that one of the seven Directors (five being independent) is a woman (14%) but no members of the Board are from minority ethnic backgrounds as defined by the Listing Rules. Whilst LR 9.8.6(9)(a)(ii)) is not applicable to a closed-ended investment company, but it should be noted that one of the four Committee Chairmanships is held by a woman, as is the position of the Company's Senior Independent Director.

As per LR 9.8.6(10), numerical data is disclosed in the tables below, which shows the Company's current Director profiles.

Gender Diversity	Number of Board members	Percentage of the Board
Men	6	86%
Women	1	14%
Other	-	-
Not specified/prefer not to say	-	-

 

Ethnic Diversity	Number of Board members	Percentage of the Board
White British or other White (including minority-white groups)	7	100%
Mixed/Multiple Ethnic Groups	-	-
Asian/Asian British	-	-
Black/African/Caribbean/Black British	-	-
Other ethnic group, including Arab	-	-
Not specified/prefer not to say	-	-

 

Note, the format and information supplied in the above tables are as prescribed by the FCA's Listing Rules. HICL is a Bermudan incorporated, externally managed closed-ended investment company with three of its five Directors being international and not resident in the UK. Further, HICL does not have any employees or appoint executive board positions.

This data was provided by the individual Directors, at the request of the Committee, asking them to indicate how the Company should categorise their ethnic background for the purposes of the FCA requirements of Board diversity.

Capital Structure

The Company's Capital Structure is described in the "Shareholder Profile and Engagement" section.

Corporate Governance Report

The Corporate Governance Report, including the Financial Risk Management Review of the Company, is included in this Report.

Approval of the Directors

The Directors 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. Further details demonstrating the Company's performance, business model and strategy have been included within the Strategic Report.

For and on behalf of the Board

 

 

Jonathan Davie

Chairman

7 July 2026

 

 

Audit Committee Report

The Audit Committee comprises solely independent Directors, as required by the AIC Code and endorsed by the FRC. It is chaired by Richard Lightowler. Given the size of the Board and the range of experience they bring, all non-committee Directors are invited to attend the Audit Committee meetings. However, only the independent member Directors are able to vote. Recommendations of the Audit Committee are brought before the whole Board for discussion and ratification.

The Audit Committee ensures fair, balanced and understandable reporting of Company results.

The principal roles of the Audit Committee are to ensure that:

·      the integrity of financial reporting within the Annual and Half-Year Reports taken as a whole are fair, balanced and understandable and provide information necessary for shareholders to assess the Company's performance, business model and strategy;

·      the independence, objectivity and effectiveness of the external Auditor is maintained and monitored. The Committee also reviews the external Auditor's performance in terms of quality and value; and

·      the financial reporting internal controls system of the Company are adequate and effective.

Financial Reporting and Internal Controls

In discharging its duties and, in particular, matters relating to the approval of the Annual Report, Half-Year Report and the review of the Company's internal controls, the Committee considers reports and presentations made by the Company's Auditor, Administrator, Company Secretary, AASP (including those of its Compliance Officer) and legal advisers.

In its review of the Financial Statements, the Committee pays particular attention to the ownership of assets, the valuations of the portfolio and recognition of income. In this regard we receive regular reporting from the Investment Manager and AASP, including reports on the effectiveness of internal controls in these areas. In addition, the Committee discusses with, and receives reports from, the Auditor on the nature and scope of work performed on valuation and ownership of assets and on income recognition.

The Company's Custodian confirms title of all assets in its custody. In its consideration of valuations, the Committee notes that 72% of the Investment Portfolio by value is held in assets that are either traded or listed on an exchange or are cash. Further, of the remaining 28% unquoted fund investments, the majority primarily hold traded securities. Valuations for these funds are supplied by third party managers. The Audit Committee recognises that 32% of the total portfolio assets are Level 1 and 59% are Level 2 securities. Given the significant level of externally valued assets, the Committee is satisfied with the valuation process. There is very limited management judgement in determining valuations. The Company holds approximately £88m (9%) in private assets carried at valuations determined by the Investment Manager. The Audit Committee considers the work done by the Investment Manager, including obtaining audited NAVs and the work of the external Auditor in its assessment of fair values reported. Revenue recognition does not involve significant judgement or the use of estimates.

The Audit Committee also considers the potential need for an internal audit function on an annual basis, recognising the FRC guidance on proportionality. The Audit Committee considers internal compliance testing at the Administrator and Investment Manager to be sufficiently independent and robust to negate the need for a standalone internal audit function.

The Committee also reviews annually the effectiveness of the Company's risk management and internal control systems designed to safeguard shareholders' investment and the Company's assets. The review process is consultative, and the Committee may seek input from relevant service providers of the Company or other such persons as the Manager may provide, to satisfy itself that the relationship is working and is cost efficient.

No material control weaknesses or incidents of potential fraud were identified. The Company's service providers implement clear whistleblowing, anti-bribery and corruption policies. The Company received direct reporting from service providers on internal controls and audit reports on their internal controls.

The Committee is authorised by the Board to investigate any activity within its terms of reference, to seek any information it requires from any officer or service provider to the Company, to obtain outside legal or other independent professional advice and to secure the attendance of third parties with relevant experience and expertise if it considers this necessary.

The Chairman of the Audit Committee formally reports to the Board following each Audit Committee meeting and on other occasions as requested by the Board.

The Audit Committee confirmed to the Board that the Annual Report, 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.

Audit: Independence and quality

The Audit Committee considers the external Auditor's independence, objectivity, scope of work engagement team experience, compliance with relevant ethical and professional standards and overall quality of service through a process of feedback from the Company advisors, including the AASP, the Investment Manager, Investment Advisor and direct discussion with the Auditor. The Committee also meets with the Auditor in an executive session at least annually and the Audit Committee Chair also has ad-hoc meetings. The current audit partner is Lauren Cooper of PricewaterhouseCoopers LLP. This is the second year of Lauren's role as PwC's Lead Partner. As a global firm, PwC has been the Company's Auditor since its inception in 2019.

Auditors' remuneration and terms of engagement are approved by the Audit Committee. Any non-audit services must be pre-approved by the Audit Committee to ensure objectivity and independence of the audit is not compromised. No non‑audit services are provided by PricewaterhouseCoopers LLP to the Company. Further information on fees paid to the Auditor is contained in "Other Expenses" within Note 4 of the Financial Statements.

Combination with Ocean Wilsons

During the year, Audit Committee members have been closely involved in the preparation for the combination. This involved active discussions with advisers and the Auditor regarding the appropriate accounting, valuation and disclosures relating to the combination, and the relative values of the Company and Ocean Wilsons. The Committee's work included oversight of:

·      The scope, terms of appointment and fees for the reporting accountants appointed in relation to the transaction.

·      The outcome of the work undertaken by the reporting accountants on the model used to support the fair value calculations.

·      The financial model used to calculate the exchange ratio.

·      The proposed accounting treatment and associated accounting disclosures for the transaction.

·      The planning and scope for the additional work required by the Company's auditors in relation to the transaction as well as scope and nature of work performed on new assets acquired with a particular focus on the private asset portfolio.

Company Auditor

The Company's independent Auditor is PricewaterhouseCoopers LLP ("PwC UK"), a UK registered firm. The Audit Committee and Board remain very satisfied with quality of work by the external auditors and are happy to recommend its reappointment to the shareholders at the upcoming AGM.

For and on behalf of the Audit Committee.

 

 

Richard Lightowler

Audit Committee Chairman

7 July 2026

 

 

Financial Statements

Independent auditor's report to the directors of Hansa Investment Company Limited

 

Report on the audit of the financial statements

Opinion

In our opinion, Hansa Investment Company Limited's financial statements:

·      give a true and fair view of the state of the Company's affairs as at 31 March 2026 and of its profit and cash flows for the year then ended;

·      have been properly prepared in accordance with International Financial Reporting Standards (IFRSs) as issued by the International Accounting Standards Board (IASB); and

·      have been prepared in accordance with the requirements of the Companies Act 1981 (Bermuda).

We have audited the financial statements, included within the Annual Report, which comprise:

·      the Balance Sheet as at 31 March 2026;

·      the Income Statement for the year then ended;

·      the Statement of Changes in Equity for the year then ended;

·      the Cash Flow Statement for the year then ended; and

·      the notes to the financial statements, comprising material accounting policy information and other explanatory information.

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 Company 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 entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Our audit approach

Context

Hansa Investment Company Limited (the "Company") is a standalone Investment Trust Company incorporated in Bermuda that is listed in the United Kingdom and engages Hanseatic Asset Management LBG as its Investment Manager and Hansa Capital Partners LLP as its Investment Advisor (collectively, the  'Manager') to manage its assets. Hansa Capital Partners LLP is also engaged as the Company's Additional Administrative Services Provider.

Overview

Audit scope

·      We conducted our audit of the financial statements using information from the Manager, Juniper Partners (the "Administrator") with whom the Company has, with the consent of the Directors, delegated the provision of certain administrative functions.

·      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.

Income from Investments.

Accounting treatment applied on acquisition of Ocean Wilsons Holdings Limited investment entity.

Materiality

Overall materiality: £9,795,690 (2025: £4,610,600) based on 1% of Net Assets.

Performance materiality: £7,346,768 (2025: £3,457,950).

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.

Accounting treatment applied on acquisition of Ocean Wilsons Holdings Limited investment entity is a new key audit matter this year. Otherwise, the key audit matters below are consistent with last year.

Key AUDIT MATTER	How our audit addressed the key audit matter
Valuation and existence of investments Refer to the Audit Committee Report, Accounting policies (1c) and Notes to the Financial Statements (Note 7). We focused on the valuation and existence of investments because the investment portfolio represents the principal element of the net asset value of the Company as disclosed in the Company's balance sheet. The valuation of the assets held in the investment portfolio is the key driver of the Company's net asset value and total return. Incorrect investment valuation could have a significant impact on the return generated by the shareholders. In particular, the unlisted investment portfolio is susceptible to material error due to these investments not having market prices available and management relying on third party information which is a significant management estimate.	Our approach to addressing the matter involved the following procedures: Listed equity and quoted fund investments: ·      Tested the valuation as at 31 March 2026 by agreeing the valuation to independent third-party sources; and ·      Tested the existence as at 31 March 2026 by agreeing investment holdings to an independent custodian confirmation. Unlisted investments: ·      Understood and evaluated the design and implementation of the process and controls surrounding the valuation of the investments including the final approval of the valuation by the Manager and the Board of Directors; ·      Assessed the accounting policy regarding investment valuation for compliance with the fair value requirements per IFRS accounting standards; ·      Obtained direct confirmation of the price and holdings of each material investment from the fund administrator; ·      We obtained the most recent audited financial statements and performed the following for a sample of investments: ·      Inspected the Generally Accepted Accounting Principles (GAAP) applied and reviewed accounting policies on key areas impacting the NAV and compared these to the fair value requirements per IFRS Accounting Standards; ·      Compared the NAV per the audited financial statements to the capital account statements which are coterminous with the financial statements' year end date. Where the price of the investment used by management is not coterminous with the year-end we have sought supporting evidence and applied appropriate challenge in assessing management's conclusion; ·      Determined whether the audit firm signing the financial statements was a recognised audit firm and reviewed the audit report for any modifications.
Income from investments Refer to the Audit Committee Report, Accounting Policies (1g) and Notes to the Financial Statements (Note 2). Gains and losses on investments is a material figure in the Income statement and comprises realised and unrealised gains and losses on both listed and unlisted investments. Gains and losses on investments are calculated based on the movement in fair value in the year; whilst the fair value of listed investments is derived from external sources, there is judgment involved in the valuation of unlisted investments (see separate Key Audit Matter above). There is an inherent risk that management may fraudulently manipulate income recognition because of the pressure management may feel to achieve a certain objective. Dividends are non-complex in nature with few judgements involved, and therefore we consider gains relating to capital growth on investments over a longer-term period to be more significant. As such, we focused the risk of fraud in income recognition on the valuation of gains and losses on investments, in particular driven by judgments made in relation to the valuation of unlisted investments. We also considered the risk of manipulation of income through making manual journal entries including focussing on journals posted classifying dividends between income and capital.	We assessed the accounting policy for income recognition for compliance with accounting standards and the AIC SORP and performed testing to check that income had been accounted for in accordance with the stated accounting policy. We found that the accounting policies implemented were in accordance with accounting standards and the AIC SORP, and that income from investments has been accounted for in accordance with the stated accounting policy. We tested the recognition of dividend income by comparing the dividends recorded in the financial statements to external sources. We also considered the classification of all dividend income, including any special dividends received in the year. We have tested the completeness of dividends by confirming that dividends announced by listed investments in the year were appropriately recognised by the Company. For unrealised gains and losses, we tested the valuation of the investment portfolio at the year-end (see above), together with testing the reconciliation of opening and closing investments. For realised gains and losses, we tested a sample of disposal proceeds by agreeing the proceeds to bank statements and we re-performed the calculation of a sample of realised gains and losses.
Accounting treatment applied on acquisition of Ocean Wilsons Holdings Limited investment entity Refer to the Audit Committee Report, Accounting Policies (1d) and Notes to the Financial Statements (Note 8). On 10 December 2025, the Company issued new shares by way of a court-sanctioned scheme of arrangement, to the shareholders of Ocean Wilsons Holdings Limited in consideration for the receipt by the Company of the remaining shares in OWHL. Following the completion of the transaction, OWHL is accounted for as an investment entity in accordance with IFRS 10 and therefore measured at fair value through profit and loss. There is an inherent risk due to the one off nature of the transaction, between the Company and Ocean Wilsons Holdings Limited, there is a higher risk that it would not be accounted for correctly under IFRS and, due to its size, any such error would have a high risk of leading to misstatement or does not reflect the approved agreement between the Company and Ocean Wilsons Holdings Limited. We focused our work on the initial accounting recognition for this transaction, the compliance with relevant laws and regulations as well as the IFRS presentation and disclosure within the Annual Report.	We assessed the decision to treat the Company and Ocean Wilsons Holdings Limited as investment entities under IFRS 10 and tested the accounting treatment applied to recognise the fair value of Ocean Wilsons Holdings Limited. We reviewed the supporting documents and relevant board approvals, which included Board minutes, Scheme Arrangement Document, Circulars and RNS announcements, for consistency with the disclosures in the financial statements. We verified the accuracy of the number of shares expected to have been issued based on the agreed upon method per the scheme of arrangement of Ocean Wilsons Holdings Limited under section 99 of the Companies Act 1981 (Bermuda). Assessed at the initial recognition the fair value of the investment to be in line with IPEV valuation guidelines and IFRS 13. We agreed the cash, investments, other assets and liabilities transferred to the Company, as part of the combination, to the accounting records of the Company. We revalued the listed investments using market prices and exchange rates provided by an independent pricing vendor, and traced the cash transferred through bank statements. To assess the fair value of the unlisted investments at the transaction date we compared the NAV to the capital account statements as at 31 December 2025 and sought supporting evidence for any material variances. We reviewed the disclosures in the Annual Report and financial statements to ensure the combination was correctly accounted for in accordance with IFRS.

 

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 Company, the accounting processes and controls, and the industry in which it operates.

The Company's accounting is delegated to the Administrator who maintains the Company's accounting records and who has implemented controls over those accounting records. We obtained our audit evidence from substantive tests. However, as part of our risk assessment, we understood and assessed the internal controls in place at both the Manager and the Administrator to the extent relevant to our audit. This assessment of the operating and accounting structure in place at both organisations involved obtaining and analysing the relevant controls reports issued by the independent service auditor of the Manager and the Administrator in accordance with generally accepted assurance standards for such work. Following this assessment, we applied professional judgement to determine the extent of testing required over each balance in the financial statements.

The impact of climate risk on our audit

In planning our audit, we made enquiries of the Directors and the Manager to understand the extent of the potential impact of climate change on the Company's financial statements. The Directors and the Manager concluded that there is no material impact on the financial statements. Our evaluation of this conclusion included challenging key judgements and estimates in areas where we considered that there was greatest potential for climate change impact, principally in relation to the valuation of certain hard to value investments. 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 Governance section within 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:

Overall Company materiality	£9,795,690 (2025: £4,610,600).
How we determined it	1% of Net Assets
Rationale for benchmark applied	We believe that net assets is the primary measure used by the shareholders in assessing the performance of the entity, and is a generally accepted auditing benchmark for investment company audits. This benchmark provides an appropriate and consistent year on year basis for our audit.

 

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% (2025: 75%) of overall materiality, amounting to £7,346,768 (2025: £3,457,950) for the 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 those charged with governance that we would report to them misstatements identified during our audit above £489,785 (2025: £230,530) as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.

Conclusions relating to going concern

Our evaluation of the Directors' assessment of the Company's ability to continue to adopt the going concern basis of accounting included:

·      evaluating the Directors' risk assessment and considering whether it addressed relevant threats, including wider macroeconomic uncertainty;

·      evaluating the Directors' assessment of potential operational impacts, considering their consistency with other available information and our understanding of the business and assessed the potential impact on the financial statements;

·      reviewing the Directors' assessment of the Company'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 the Company and oversight of key third-party service providers;

·      assessing the premium/discount the Company's share price trades as compared to the net asset value per share to determine whether it reflects investor confidence and market conditions, and evaluated the impact by considering whether a sustained discount could restrict access to capital, indicate liquidity pressures, or give rise to uncertainty; and

·      assessing management's scenario of a significant reduction in NAV as a result of the market's performance on the ongoing ability of the Company to operate.

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 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 Company's ability to continue as a going concern.

From our work on the corporate governance statement described below, 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.

Corporate governance statement

As explained in the Corporate Governance Report, the Directors have chosen to demonstrate how the Company has met its obligations under the UK Corporate Governance Code ("the Code") by reporting under the 2019 Association of Investment Companies' Code of Corporate Governance ("the AIC Code"). As such, we refer to the AIC Code where we report the matters required under ISAs (UK) in respect of the Directors' statements in relation to going concern, longer-term viability and that part of the corporate governance statement relating to the Company's compliance with the provisions of the Code, which the Listing Rules of the Financial Conduct Authority specify for review by the auditor. 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, included within the Corporate Governance Report 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 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 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 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 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 Code; and considering whether the statement is consistent with the financial statements and our knowledge and understanding of the Company and its 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 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 Committee.

We have nothing to report in respect of our responsibility to report when the Directors' statement relating to the 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 Report of the Directors, 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 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 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 Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to the listing requirements, 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 requirements of the Bermudan Companies Act of 1981. 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 inappropriate journal entries to manipulate revenue (investment income and capital gains) or to increase net asset value. Audit procedures performed by the engagement team included:

·      Enquiries with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud;

·      Identifying and testing journal entries, in particular year end journal entries posted during the preparation of the financial statements;

·      Reviewing relevant meeting minutes, including those of the Audit Committee; and

·      Designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing.

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 Company's Directors as a body in accordance with Section 90 of the Companies Act 1981 (Bermuda) 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.

The engagement partner on the audit resulting in this independent auditor's report is Lauren Cooper.

 

 

 

 

PricewaterhouseCoopers LLP

Chartered Accountants

London

7 July 2026

 

 

Income Statement

For the year ended 31 March 2026

 

		Year ended 31 March 2026			Year ended 31 March 2025
	Note	Revenue £000	Capital £000	Total £000	Revenue £000	Capital £000	Total £000
Gains on investments held at fair value through profit or loss	7	-	122,775	122,775	-	7,686	7,686
Foreign exchange gains/(losses)		-	1,382	1,382	-	(146)	(146)
Income
Investment income	2	17,195	-	17,195	7,989	9	7,998
		17,195	124,157	141,352	7,989	7,549	15,538
Expenses
Portfolio management fees	3	(4,866)	-	(4,866)	(3,346)	-	(3,346)
Other expenses	4	(5,970)	-	(5,970)	(1,916)	-	(1,916)
		(10,836)	-	(10,836)	(5,262)	-	(5,262)
Return for the year		6,359	124,157	130,516	2,727	7,549	10,276
Return per Ordinary and 'A' non-voting Ordinary share	6	4.4p	85.5p	89.9p	2.3p	6.3p	8.6p

 

The Company does not have any income or expense not included in the above Statement. Accordingly, the "Return for the Year" is also the "Total Comprehensive Income for the Year", as defined in IAS 1 (revised) and no separate Statement of Comprehensive Income has been presented.

The total column of this Statement represents the Income Statement, prepared in accordance with IFRS Accounting Standards ("IFRS").

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

The accompanying notes below are an integral part of this Statement.

 

Balance Sheet

As at 31 March 2026

 

	Note	31 March 2026 £000	31 March 2025 £000
Non-current assets
Investments held at fair value through profit or loss	7	832,670	452,757
		832,670	452,757
Current assets
Trade and other receivables	8	15,899	4,793
Cash and cash equivalents	9	177,841	4,933
		193,740	9,726
Current liabilities
Trade and other payables	10	(46,841)	(1,423)
Net current assets		146,899	8,303
Net assets		979,569	461,060
Capital and reserves
Called up share capital	11	1,975	1,200
Capital redemption reserve		73	-
Contributed surplus	12	730,696	322,839
Retained earnings	13	246,825	137,021
Total equity shareholders' funds		979,569	461,060
Net asset value per Ordinary and 'A' non-voting Ordinary share	14	495.9p	384.2p

 

The Financial Statements of Hansa Investment Company Limited, registered in Bermuda under company number 54752 were approved by the Board of Directors on 7 July 2026 and were signed on its behalf by

           

 

 

                       

Jonathan Davie

Chairman

 

The accompanying notes below the Financial Statements are an integral part of this Statement.

 

Statement of Changes in Equity

 

For the year ended 31 March 2026	Note	Share capital £000	Capital redemption reserve £000	Contributed surplus reserve £000	Retained earnings £000	Total £000
Net assets at 1 April 2025		1,200	-	322,839	137,021	461,060
New Ordinary shares issued in respect of the transaction with OWHL	11	848	-	407,150	-	407,998
Costs of share issue		-	-	(335)	-	(335)
Shares bought back and cancelled	11	(73)	73	-	(19,991)	(19,991)
Profit for the year		-	-	-	130,516	130,516
Sales proceeds of unclaimed shareholdings sold in the market		-	-	1,042	-	1,042
Return of unclaimed dividends relating to shareholdings sold in the market		-	-	-	239	239
Dividends	5	-	-	-	(960)	(960)
Net assets at 31 March 2026		1,975	73	730,696	246,825	979,569

 

 

For the year ended 31 March 2025	Note	Share capital £000	Capital redemption reserve £000	Contributed surplus reserve £000	Retained earnings £000	Total £000
Net assets at 1 April 2024		1,200	-	322,839	130,508	454,547
Profit for the year		-	-	-	10,276	10,276
Sales proceeds of unclaimed shareholdings sold in the market		-	-	-	61	61
Return of unclaimed dividends relating to shareholdings sold in the market		-	-	-	16	16
Dividends	5	-	-	-	(3,840)	(3,840)
Net assets at 31 March 2025		1,200	-	322,839	137,021	461,060

 

The accompanying notes below the Financial Statements are an integral part of this Statement.

 

 

Cash Flow Statement

For the year ended 31 March 2026

 

	Note	Year ended 31 March 2026 £000	Year ended 31 March 2025 £000
Cash flows from operating activities
Income*		130,516	10,276
Adjustments for:
Realised gains on investments	7	(13,692)	(16,307)
Unrealised (gains)/losses on investments	7	(109,083)	8,621
Foreign exchange (losses)/gains		(1,382)	146
Increase in trade and other receivables	8	(11,207)	(3,330)
Increase in trade and other payables	10	734	1,002
Purchase of non-current investments		(191,322)	(93,538)
Sale of non-current investments		55,407	97,620
Capital distribution received	7	331,443	-
Net cash inflow from operating activities		191,414	4,490
Cash flows from financing activities
Sales proceeds of unclaimed shareholdings sold in the market		1,042	61
Return of unclaimed dividends relating to shareholdings sold in the market		239	16
Cost of shares issued		(335)	-
Shares bought back		(19,874)	-
Dividends paid	5	(960)	(3,840)
Bank overdraft		-	(1)
Net cash outflow from financing activities		(19,888)	(3,764)
Increase in cash and cash equivalents		171,526	727
Cash and cash equivalents at start of financial year		4,933	4,352
Effect of foreign exchange rate changes		1,382	(146)
Cash and cash equivalents at end of year	9	177,841	4,933

 

* Includes dividends received of £14,660,000 (2025: £7,653,000) and interest received of £nil (2025: £nil).

The accompanying notes below the Financial Statements are an integral part of this Statement.

 

Notes to the Financial Statements

1    Material accounting policy information

      Hansa Investment Company Limited is a company limited by shares, registered and domiciled in Bermuda with its registered office shown further on in the report. The principal activity of the Company is an investment vehicle.

(a)  Basis of preparation

      The Financial Statements of the Company have been prepared in accordance with IFRS Accounting Standards ("IFRS"). IFRS means standards and interpretations issued (or adopted) by the International Accounting Standards Board (they comprise: International Reporting Standards, International Accounting Standards (IAS) and Interpretations developed by the IFRS Interpretations Committee or the former Standing Interpretations Committee (SIC)).

      These Financial Statements are presented in sterling because that is the currency of the primary economic environment in which the Company operates. The Financial Statements have been prepared on a going concern basis under the historic cost convention, modified by financial assets held at fair value through profit or loss with the assertion of the Board earlier on in the report. The Financial Statements have also been prepared in accordance with the AIC Statement of Recommended Practice (SORP) for investment trusts, issued by the AIC in July 2022, to the extent that the SORP does not conflict with IFRS. The material accounting policy information adopted is set out below.

(b)  Presentation of Income Statement

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

(c)  Non-current investments

      As the Company's business is investing in financial assets, with a view to profiting from their total return in the form of income received and increases in fair value, investments are classified at fair value through profit in accordance with IFRS 9. The Company manages and evaluates the performance of these investments on a fair value basis, in accordance with its investment strategy and information about the investments is provided on this basis to the Board of Directors.

      Investments are recognised and de-recognised on the trade date. For listed investments, fair value is deemed to be bid market prices, or closing prices for SETS stocks sourced from the London Stock Exchange. SETS is the London Stock Exchange's electronic trading service, covering most of the market including all FTSE 100 constituents and most liquid FTSE 250 constituents, along with some other securities.

      Fund investments are stated at fair value through profit or loss as determined by using the most recent available valuation which is considered to be fair value at the Balance Sheet date. In some cases, this will be by reference to the most recent valuation statement supplied by the fund's manager. In other cases, values may be available through the fund being listed on an exchange or via pricing sources such as Bloomberg.

      Private equity investments are stated at fair value through profit or loss in accordance with the International Private Equity and Venture Capital Valuation Guidelines (IPEV). The Company's private equity investments are measured at fair value using the net asset value reported by the underlying private equity fund managers (PEFM) as the most appropriate estimate of the fair value of the Company's interest in each fund. The Directors satisfy themselves at each reporting date that the NAV reported by the PEFM is an appropriate proxy for fair value of the fund interest and apply adjustments where appropriate.

      In the absence of a valuation by the PEFM at the balance sheet date, additional procedures to determine the reasonableness of the fair value estimate for inclusion in the Financial Statements are performed. These may include direct enquiries of the PEFM of the investment to understand, amongst others, valuation process and techniques used, external experts used in the valuation process and updated details of the underlying portfolio. In addition, the Company can obtain external independent valuation data and benchmarks to validate fair value estimates. Further, recent arms-length market transactions between knowledgeable and willing parties where available might also be considered. Subsequent to the balance sheet date, the Administrator will review subsequent valuations released by the Private Equity fund to look for consistency with the estimations made as described above.

      The Directors regularly review the principles applied by the managers to those valuations to ensure they are in compliance with the above policies, in particular where the valuation supplied by the PEFM is not coterminous with the Company's balance sheet date. Where there is an indication of a change in fair value as defined in the IPEV guidelines (commonly referred to as 'trigger' events) then the Directors would seek to override the NAV reported by the PEFM. There have been no such adjustments made to the valuations as at 31 March 2026.

      The Company's investment in Ocean Wilsons Holdings Limited was, up until becoming a wholly owned subsidiary (Note 7.1), valued as a listed investment in accordance with the above policy. OWHL was delisted on 10 December 2025 and, as a wholly owned subsidiary, its fair value is now considered to equate to its net asset value (NAV). The underlying investments of OWHL consist of a portfolio of listed investments, fund investments, and private equity investments. A breakdown of the portfolio is in Note 7.3. The underlying investments of OWHL are valued on a consistent basis with the policies outlined above.

      Unrealised gains and losses, arising from changes in fair value, are included in net profit or loss for the period as a capital item in the Income Statement and are ultimately recognised in the Capital Reserves.

(d)  Investment in subsidiaries

      On 10 December 2025, the Company issued new Ordinary and 'A' non-voting Ordinary shares, by way of a court-sanctioned scheme of arrangement under section 99 of the Bermuda Companies Act ("the Scheme"), to the shareholders of OWHL in consideration for the receipt by the Company of the remaining shares in OWHL (the "Transaction", further details of which are provided in Note 7.1).

      Following the combination, OWHL is a wholly owned subsidiary. The Company meets the definition of an Investment Entity in accordance with IFRS 10 and therefore carries its investment in subsidiaries at fair value, with changes in fair value recognised through the Income Statement.

(e)  Cash and cash equivalents

      Cash and cash equivalents comprise cash at bank, short-term deposits and liquidity funds with an original maturity of three months or less and are subject to an insignificant risk of changes in capital value.

(f)   Investment Income and return of capital

      Dividends receivable on equity shares are recognised on the ex-dividend date. Where no ex-dividend date is quoted, dividends are recognised when the Company's right to receive payment is established. Dividends and Real Estate Investment Trusts' (REIT) income are all stated net of withholding tax. In many cases, Bermudan companies cannot recover foreign incurred taxes withheld on dividends and capital transactions. As a result, any such taxes incurred will be charged as an expense and included here.

      When an investee company returns capital to the Company, the amount received is treated as a reduction in the book cost of that investment and is classified as sale proceeds.

(g)  Expenses

      All expenses are accounted for on an accruals basis. Expenses are charged through the revenue column of the Income Statement, except expenses which are incidental to the acquisition or disposal of an investment which are charged to the capital column of the Income Statement.

(h)  Taxation

      Under Bermudan law, to the extent the Company remains out of scope of the Corporate Income Tax Act 2023 (the "CIT Act"), the Company is not required to pay taxes in Bermuda on either income or capital gains.

      Bermuda enacted the CIT Act on 27 December 2023. Entities subject to tax under the CIT Act are the Bermuda constituent entities of multi-national groups. A multi-national group is defined under the CIT Act as a group with entities in more than one jurisdiction with consolidated revenues of at least EUR750m for two out of the four previous fiscal years. If Bermuda constituent entities of a multi-national group are subject to tax under the CIT Act, such tax is charged at a rate of 15% of the net taxable income of such constituent entities as determined in accordance with and subject to the adjustments set out in the CIT Act (including in respect of foreign tax credits applicable to the Bermuda constituent entities).

      Consolidated revenues of the Company's group are less than EUR750mm in each previous fiscal year. On this basis, the Company is not, and neither is it expected to be, in scope of the CIT Act regime.

(i)   Foreign Currencies

      Transactions denominated in foreign currencies are recorded in the local currency, at the actual exchange rates as at the date of the transaction. Assets and liabilities denominated in foreign currencies at the balance sheet date are reported at the rate of exchange prevailing at the balance sheet date. Any gains or losses arising from a change in exchange rates, subsequent to the date of the transaction, are included as exchange gains or losses in the capital or revenue column of the Income Statement, depending on whether the gains or losses are of a capital or revenue nature respectively.

(j)   Reserves

      Retained earnings - capital

      The following are credited or charged to this reserve via the capital column of the Income Statement:

·      gains and losses on the disposal of investments;

·      exchange differences of a capital nature;

·      expenses charged to the capital column of the Income Statement in accordance with the above accounting policies; and

·      increases and decreases in the valuation of investments held at the balance sheet date.

      Retained earnings - revenue

      The following are credited or charged to this reserve via the revenue column of the Income Statement:

·      net revenue recognised in the revenue column of the Income Statement.

      Contributed surplus

      Due to the transaction with OWHL having been undertaken by an exchange of shares, the excess value of the shares acquired over the nominal value of the shares issued has been credited to the contributed surplus reserve, rather than a share premium account, in accordance with section 40 of the Companies Act 1981 (Bermuda). Sales proceeds of unclaimed shareholdings sold in the market are also allocated to this reserve.

      Capital redemption reserve

      The capital redemption reserve represents the nominal value of Ordinary shares repurchased and cancelled. Under Bermudan Company Law, Retained Earnings and Contributed Surplus Reserve are both distributable, subject to the restrictions described in section 54 of the Companies Act 1981 (Bermuda).

(k)  Significant Judgements and Estimates

      The presentation of the financial statements in accordance with accounting standards requires the Board to make judgements, estimates and assumptions that affect the accounting policies and reported amounts of assets, liabilities, income and expenses. Estimates and judgements are continually evaluated and are based on perceived risks, historical experience, expectations of plausible future events and other factors. Actual results may differ from these estimates.

      The consideration of the transaction with OWHL and the decision to account for OWHL as an investment entity under IFRS 10, as detailed in Note 1(d) above, are significant judgements.

      The key significant estimate to report, concerns the Company's valuation of its unquoted and private equity investments. As described in Note 1(c) where year-end valuations are not available, the Directors establish an estimate of the value at 31 March, using unaudited valuations of the underlying unlisted investments as at 31 December, as supplied by the investment advisers or managers of those funds or partnerships and roll forward for any calls and distributions in the subsequent quarter and any foreign exchange movements plus significant events which have occurred in the subsequent quarter.

      The choice to use the December quarter end valuations and apply a roll forward process to incorporate any known transactions and material events is a judgement made each year for such investments classified within Level 3 of the fair value hierarchy, as disclosed in Note 17. As OWHL is an unquoted investment, it is included in the Level 3 total of £286.0m. However, on a look-through basis, only £81.6m of the underlying investments of OWHL's closing NAV of £276.0m relates to Level 3 investments. Accordingly, the total underlying value of Level 3 investments held is £91.6m, representing 11.0% of total investments at 31 March 2026. In the Directors' opinion, under foreseeable market conditions the collective value of these investments could increase or decrease in the short term by more than 10%. A 10% decrease in the value of the Level 3 portfolio at the year-end, on a look-through basis, would equate to £9.2m, or 0.9% of net assets; a 10% increase would have an equivalent positive impact.

(l)   Adoption of new and revised standards

      The International Accounting Standards Board (IASB) has issued amendments to IAS 21, The Effects of Changes in Foreign Exchange Rates, titled Lack of Exchangeability, which are effective for annual reporting periods beginning on or after 1 January 2025. These amendments provide guidance on determining the exchange rate when a currency is not exchangeable and require additional disclosures in such circumstances. The adoption of this amendment has not had any impact on the disclosures or the amounts reported in the Financial Statements.

      Not yet applied

      The Company does not expect any other standards endorsed by the UK Endorsement Board (UKEB), but not yet effective, to have a material impact.

 

(m) Operating Segments

      The Company considers it has one operating segment for the purposes of IFRS 8.

2    Investment income

	Revenue Year ended 31 March 2026 £000	Revenue Year ended 31 March 2025 £000
Income from quoted investments
Dividends	14,689	7,989
Gains on liquidity funds	2,506	-
Total Income allocated to revenue	17,195	7,989

 

Note: Of the dividend income received during the financial year, £12.6m was received from the Company's Strategic Holding in OWHL by way of dividends received on 28 May 2025 and 18 July 2025. The remainder was received from holdings within the Direct Global Equity and Country / Thematic sleeves (2025: £6.3m received from OWHL).

3    Portfolio management fee

	Revenue Year ended 31 March 2026 £000	Revenue Year ended 31 March 2025 £000
Portfolio management fee	4,866	3,346
Total management fee	4,866	3,346

 

During the prior year and for the period from 1 April 2025 to 9 December 2025, the portfolio management fee was charged at an annual rate of 1% of the net assets of the Company (after any borrowings), after deducting the value of the investment in OWHL, on which no fee was payable. As disclosed earlier on in the report, from the date of the transaction with OWHL, the portfolio management fee is charged at an annual rate of 0.8% of the net assets of the Company up to £500m and 0.7% of net assets thereafter.

4    Other expenses

	Revenue Year ended 31 March 2026 £000	Revenue Year ended 31 March 2025 £000
Administration fees	369	165
Directors' remuneration	564	286
Auditor's remuneration for audit of the Company's Annual Financial Statements	289	75
Printing fees	23	32
Directors' liability insurance	84	62
Marketing	70	74
Registrar's fees	102	61
Banking charges	173	75
Secretarial services	193	129
Travel expenses	342	290
Broker fees	64	33
Stock Exchange listing fees	59	63
Safe custody fees	239	205
Management fee rebate from GAM	(39)	(18)
Fees in relation to the transaction with OWHL	3,170	-
Other	268	384
Total Other Expenses	5,970	1,916

 

5    Dividends paid

	Year ended 31 March 2026 £000	Year ended 31 March 2025 £000
Amounts recognised as distributed to shareholders in the year are as follows:
Fourth interim dividend for 2025 (paid 30 May 2025): 0.8p (2024: 0.8p)	960	960
(2025: First interim dividend: 0.8p)	-	960
(2025: Second interim dividend: 0.8p)	-	960
(2025: Third interim dividend: 0.8p)	-	960
Total dividends paid	960	3,840

 

Set out below are the total dividends paid and proposed in respect of the current financial year. Where there has been no revenue available for distribution by way of dividend for the year, dividends have been paid from contributed surplus which is permitted by Bermudan company law.

	Year ended 31 March 2026 £000	Year ended 31 March 2025 £000
(2025: First interim dividend: 0.8p)	-	960
(2025: Second interim dividend: 0.8p)	-	960
(2025: Third interim dividend: 0.8p)	-	960
Interim dividend for 2026 (payable August 2026): 2.0p (2025: Fourth interim dividend: 0.8p)	3,912	960
Total dividends paid and proposed	3,912	3,840

 

The Board has announced an interim dividend of 2.0p per Ordinary and 'A' non-voting Ordinary share, relating to the year ended 31 March 2026. No final dividend is proposed for the year ended 31 March 2026.

6    Return on Ordinary shares (equity)

 

	Revenue year ended 31 March 2026	Capital year ended 31 March 2026	Total year ended 31 March 2026	Revenue year ended 31 March 2025	Capital year ended 31 March 2025	Total year ended 31 March 2025
Returns per share	4.4p	85.5p	89.9p	2.3p	6.3p	8.6p

 

Returns

Revenue return per share is based on the revenue attributable to equity shareholders of £6,359,000 (2025: £2,727,000).

Capital return per share is based on the capital profit attributable to equity shareholders of £124,157,000 (2025: profit of £7,549,000).

Total return per share is based on a combination of revenue and capital returns attributable to equity shareholders, amounting to net profit of £130,516,000 (2025: profit of £10,276,000).

Both revenue and capital return are based on a weighted average of 145,146,639 of combined Ordinary shares and 'A' non-voting Ordinary shares in issue throughout the year (2025: 40,000,000 Ordinary shares and 80,000,000 'A' non-voting Ordinary shares).

7    Investments held at fair value through profit or loss

	Listed £000	Unquoted £000	2026 Total £000	Listed £000	Unquoted £000	2025 Total £000
Cost at 1 April	253,902	90,380	344,282	230,152	101,905	332,057
Investment holding gains at 1 April	93,884	14,591	108,475	94,584	22,512	117,096
Valuation as at 1 April	347,786	104,971	452,757	324,736	124,417	449,153
Movements in the year:
Change in categorisation*	(126,046)	126,046	-	-	-	-
Purchases at cost	190,219	453,668	643,887	76,656	16,882	93,538
Sales - proceeds**	(29,873)	(356,876)	(386,749)	(69,213)	(28,406)	(97,620)
Movement in investment holding gains	37,284	85,491	122,775	15,606	(7,920)	7,686
Valuation as at 31 March	419,370	413,300	832,670	347,786	104,972	452,757
Cost as at 31 March	349,083	266,029	615,112	253,902	90,380	344,282
Investment holding gains	70,287	147,271	217,558	93,884	14,592	108,475
Valuation as at 31 March	419,370	413,300	832,670	347,786	104,972	452,757
*  Includes impact of OWHL delisting following the completion of the Scheme of Arrangement as described in note 7.2. ** Following completion of the combination, the Company received £331,443,000, by way of dividend paid from Ocean Wilsons Holdings Limited, reflecting a return of its investment capital.
			Year ended 31 March 2026 £000			Year ended 31 March 2025 £000
Gains on sales			13,692			16,307
Movement in investment holding gains			109,083			(8,621)
Gains on investments held at fair value through profit or loss			122,775			7,686

 

Transaction costs

During the year expenses were incurred in acquiring and disposing of investments classified as fair value through profit or loss. These have been expensed through capital and are included within gains on investments in the Income Statement. The total costs were as follows:

			2026 £000			2025 £000
Purchases			99			40
Sales			12			9
			111			49

 

7.1 Business combination

Background                                                                                        

On 28 July 2025, the Company and Ocean Wilsons announced that they had reached agreement on the terms of an all-share combination of the Company and Ocean Wilsons to be implemented by means of a Court-sanctioned scheme of arrangement under section 99 of the Companies Act between Ocean Wilsons and Scheme Shareholders. (The "Scheme" or "Combination").

It was agreed that the combination would be undertaken by way of a share for share exchange with the exchange-ratio based on relative fair values of the Company and OWHL.

The assets of OWHL consisted of a portfolio of listed investments, fund investments, private equity investments, liquidity funds, cash at bank, and other net current assets. There was significant amounts of cash and liquidity funds at the time of the combination. This arose from the sale by Ocean WIlsons of its investment in Wilson Sons, the Brazilian maritime business, to MSC which completed in June 2025.

The Combination

In accordance with the prospectus published on 14 August 2025, on 10 December 2025 the Company issued 28,264,460 new Ordinary and 56,528,920 new 'A' non-voting Ordinary shares, to the shareholders of OWHL in consideration for the receipt by the Company of the remaining shares in OWHL (see Note 11). Under the Scheme, the Company became the owner of the entire issued share capital of OWHL. Prior to the combination, the Company held 33.06% of the outstanding shares in OWHL, which were carried at bid market price. A fair value adjustment to the carrying value of these holdings of £91,604,000 was recognised, being the difference between the share price and the fair value of net assets held at the date of the transaction. The new shares issued are recognised in share capital and contributed surplus within the Statement of Changes in Equity in the aggregate amount of £407,998,000 with an equal amount included within investment purchases for the assets acquired (Note 7). Direct costs associated with the share issue have been recognised through contributed surplus. Other professional costs incurred in relation to the transaction have been recognised in the Income Statement.

There is an ongoing process to transfer title of the underlying investments to HICL from OWHL

Accounting Treatment of the Subsidiaries                                                                                           

IFRS 10 provides a consolidation exception to companies that qualify as an "Investment Entity", whereby, investments in subsidiaries are not consolidated but are carried at fair value with changes in fair value recognised in the Income Statement.

The Company qualifies as an "Investment Entity" as:

(a) the Company obtains funds from investors for the purpose of providing the investors with investment management services;

(b) the Company commits to investors that its business purpose is to invest funds solely for returns for capital appreciation, investment income, or both; and

(c) the Company confirms that it measures and evaluates the performance of substantially all of its investments on a fair value basis.

Other characteristics of the Company supporting this classification is that there are multiple investments and many underlying investors. Additionally investors are not exclusively related parties and the underlying investment positions taken are commonly in the form of equity.

OWHL is also considered to be an investment entity. Although OWHL has only one investor (the Company), this is not inconsistent with its classification as an investment entity. IFRS 10 permits an investment entity to have a wholly-owned subsidiary that is itself an investment entity, where that subsidiary holds investments on behalf of the parent investment entity. The Directors consider that this is the case here: OWHL holds a portfolio of investments which contribute to the achievement of the Company's investment strategy, and the underlying investments are themselves held for capital appreciation and investment income on behalf of the Company's broader investor base.                                                                                     

7.2 Investment in Ocean Wilsons Holdings

 

The following table shows the Company's single direct subsidiary (Ocean Wilsons Holdings Limited). Note 21 lists the Company's indirect subsidiaries held through this company.

	Country of incorporation or registration	Class of Capital	% of class held	Registered Office
Ocean Wilsons Holdings Limited	Bermuda	Ordinary	100.0	Richmond House, 12 Par-la-Ville Road, Hamilton, Bermuda

 

On 10 December 2025, the Company completed a transaction with Ocean Wilsons Holdings Limited by way of a court-sanctioned scheme of arrangement under section 99 of the Bermuda Companies Act ("the scheme"). Prior to the transaction, the Company held 33.06% of the OWHL shares in issue. Under the scheme, the Company became the owner of the entire issued share capital of OWHL.

The purchase was achieved by the transfer of scheme shares to the Company in consideration for which eligible OWHL shareholders received newly issued shares in the Company. 28,264,460 new Ordinary shares and 56,528,920 new 'A' Ordinary shares were issued by the Company in exchange for the remaining shares of OWHL. The new shares were admitted to trading on the Main Market of the London Stock Exchange on 10 December 2025. The consideration of the shares issued is considered to equate to the fair value of the assets acquired, being £407,998,000.

As explained in Note 1(d), the investment in the subsidiary undertaking is not consolidated and is instead measured at fair value, deemed to be its net assets. It holds a portfolio of investments in global equities, funds, and private equity, which are valued in accordance with the policies described in Note 1(c). Details of the underlying investments held by OWHL are included in Note 7.3 and the allocation under the fair value hierarchy is disclosed in Note 17. There is an ongoing process for these investments to be transferred to the Company and the investment value of OWHL will be reduced accordingly over time.

As at 31 March 2026 the fair value of this investment was £276,038,000. A summary of the transaction and the movement in the valuation in the year is below:

 

	£000
Opening value at 31 March 2025	132,342
Movement in investment holding gains up to transaction date	(22,447)
Value of original holding, immediately prior to transaction, based on bid price	109,895
Fair value uplift applied to original holding	91,604
Fair value of original holding at transaction date, based on underlying net assets	201,499
Fair value of assets acquired on completion of the combination	407,998
Capital distribution from OWHL to the Company	(331,443)
Movement in investment holding gains to year end	(2,016)
Closing value at 31 March 2026	276,038

 

7.3 Investment portfolio on a look through basis

Investments	Company excluding OWHL £000	OWHL £000	Total £000
Country and Thematic Funds
iShares Core S&P 500 UCITS ETF	74,731	25,701	100,432
Life Cycle US Equity Fund - UCITS	46,404	-	46,404
Polar Capital Global Technology Fund	22,356	7,825	30,182
iShares Core MSCI Europe UCITS ETF	25,098	3,931	29,029
Helikon Long Short Equity Fund ICAV	18,153	8,487	26,640
Schroder ISF Asian Total Return	17,684	6,075	23,759
iShares Expanded Tech Sector ETF	18,276	5,326	23,602
Findlay Park American Fund	21,339	1,754	23,093
Schroder ISF Global Recovery	14,783	7,108	21,892
BlackRock Strategic Equity Hedge Fund	9,413	11,563	20,975
Pershing Square Holdings Ltd	15,346	2,761	18,107
Polar Capital Global Insurance Fund	12,085	5,717	17,802
iShares MSCI EM Asia UCITS ETF	17,325	-	17,325
Egerton Long - Short Fund Limited	11,297	3,826	15,123
Select Equity Offshore, Ltd	14,547	-	14,547
RA Capital International Healthcare Fund	9,301	5,042	14,343
BA Beutel Goodman US Value Fund	10,676	3,564	14,240
Simplex Value Up Trust	8,296	4,566	12,862
Albemarle Shipping Fund	8,895	3,631	12,526
Redwheel Next Generation Emerging Markets Equity Fund	9,743	2,068	11,810
iShares Core EM IMI UCITS ETF	8,024	2,460	10,484
Armistice Capital Offshore Fund Ltd	6,463	3,928	10,391
Alma Eikoh Japan Large Cap Equity Fund	6,972	2,180	9,152
Arcus Japan Fund	6,555	2,350	8,905
Polar Capital Funds PLC - Biotechnology Fund	8,475	-	8,475
BlackRock Frontiers Investment Trust PLC	5,990	1,838	7,828
Holdings below £500k	-	113	113
	428,227	121,814	550,041
Direct Global Equities
Interactive Brokers Group Inc	9,340	-	9,340
Subsea 7	6,399	-	6,399
Arch Capital Group	6,243	-	6,243
International Petroleum Corporation	6,087	-	6,087
Bergman & Beving	5,213	-	5,213
Glencore PLC	5,174	-	5,174
Eurowag	5,099	-	5,099
CTT Correios de Portugal	4,795	-	4,795
CK Hutchison	4,481	-	4,481
4imprint	3,437	-	3,437
Bristol-Myers Squibb	3,210	-	3,210
Helios Towers PLC	2,691	-	2,691
Rosebank Industries PLC	2,449	-	2,449
Ayala Corp	1,314	-	1,314
Qualitas Controladora S.A.B de C.V.	940	-	940
	66,872	-	66,872
Diversifying Assets
Global Event Partners Ltd	6,112	3,333	9,446
Selwood AM - Liquid Credit Strategy	5,410	3,529	8,938
Nephila Iron Catastrophe Fund Ltd	4,824	2,356	7,180
BioPharma Credit PLC	4,279	2,652	6,931
DV4 Ltd	6,639	-	6,639
Apollo Multi-Asset Credit Replacement	4,050	2,536	6,586
CQS Credit Multi Asset Fund	3,812	2,342	6,154
Prana Absolute Return Fund	3,624	2,070	5,694
BlackRock Systematic Total Alpha Fund Ltd	3,541	1,969	5,510
Winton Trend Fund UCITS	3,008	1,225	4,233
Artisan Credit Opportunities Offshore Fund Ltd	2,861	1,354	4,215
John Street Systematic Fund Limited	2,561	1,220	3,782
Hudson Bay International Fund Ltd	1,784	1,177	2,960
Vanguard US Government Bond Index Fund	2,309	563	2,872
Lazard Convertible Global	1,070	492	1,562
Trium Khartes Fund	1,440	-	1,440
	57,324	26,818	84,142
Private Assets
TA Associates	815	8,008	8,824
Silver Lake Partners	-	8,755	8,755
Stepstone VC Global Partners	-	7,112	7,112
KKR Americas	-	6,922	6,922
Khosla Ventures	944	3,932	4,876
BPEA Private Equity	642	4,176	4,818
Reverence Capital Partners	-	4,161	4,161
Partners Group	-	3,587	3,587
PAI Europe	-	3,439	3,439
Mayfield	-	3,216	3,216
OrbiMed	154	2,958	3,112
Gryphon Partners	653	2,214	2,867
Apollo Overseas Partners	-	2,454	2,454
Pangaea II, LP	-	2,451	2,451
Great Point Partners	-	2,274	2,274
Five Arrows	-	2,270	2,270
Triton	113	2,095	2,209
Windjammer	-	2,159	2,159
GGV	362	1,607	1,968
EQT Mid Market Europe, LP	-	1,426	1,426
African Minerals Exploration & Development Fund, SICAR	-	1,252	1,252
TrueBridge Capital Partners	526	659	1,184
Hony Capital Fund V, LP	-	1,080	1,080
Gramercy Distressed Opportunity Fund II, LP	-	946	946
African Development Partners I, LLC	-	889	889
MCP Private Capital Fund II, LP	-	877	877
Navegar I, LP	-	849	849
China Harvest II, LP	-	598	598
L Capital Asia	-	566	566
Holdings below £500k	-	947	947
	4,209	83,879	88,088
Total investments	556,632	232,511	789,143
Net current assets	146,899	43,527	190,426
Net assets	703,531	276,038	979,569

 

8    Trade and other receivables

 

The Company applies the IFRS 9 simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance for all trade receivables and contract assets.

	2026 £000	2025 £000
Amounts due from unsettled trades	-	101
Prepayments and accrued income	15,899	4,692
	15,899	4,793

 

9    Cash and cash equivalents

	2026 £000	2025 £000
Cash at bank	20,055	390
Liquidity funds	157,786	4,543
	177,841	4,933

 

10  Trade and other payables

	2026 £000	2025 £000
Amounts payable for unsettled trades	45,636	1,069
Amounts payable for unsettled share buyback	117	-
Other creditors and accruals	1,088	353
	46,841	1,422

 

11  Called up share capital

Ordinary shares of 1p	2026 Number	2026 Nominal value £000	2025 Number	2025 Nominal value £000
Balance brought forward	40,000,000	400	40,000,000	400
Issue of new Ordinary shares as a result of the combination with OWHL	28,264,460	283	-	-
Ordinary shares bought back for cancellation	(910,850)	(9)	-	-
Ordinary shares in issue at the end of the year	67,353,610	674	40,000,000	400
'A' non-voting Ordinary shares of 1p
Balance brought forward	80,000,000	800	80,000,000	800
Issue of new Ordinary shares as a result of the combination with OWHL	56,528,920	565	-	-
Ordinary shares bought back for cancellation	(6,365,000)	(64)	-	-
Ordinary shares in issue at the end of the year	130,163,920	1,301	80,000,000	800
Total of Ordinary and 'A' non-voting Ordinary shares	197,517,530	1,975	120,000,000	1,200

 

The 'A' non-voting Ordinary shares do not entitle the holders to receive notices or to vote, either in person or by proxy, at any general meeting of the Company, but in all other respects rank pari passu with the Ordinary shares of the Company.

During the year the Company issued 28,264,460 new Ordinary shares and 56,528,920 new 'A' non-voting Ordinary shares in exchange for the remaining shares of OWHL, as summarised in note 7.2.

The Company also bought back 910,850 Ordinary shares and 6,365,000 'A' non-voting Ordinary shares at a total cost of £19,991,000 (2025: no shares bought back). All shares bought back were cancelled. The cost of the buybacks is recognised through retained earnings. The capital redemption reserve comprises the value of the shares purchased and cancelled by the Company from the distributable profits.

12  Contributed surplus

	2026 £000	2025 £000
Opening balance at 1 April	322,839	322,839
Issue of new Ordinary shares and 'A' non-voting Ordinary shares	407,150	-
Listing fees charged on issue of shares	(335)	-
Sales proceeds of unclaimed shareholdings sold in the market	1,042	-
Closing balance at 31 March	730,696	322,839

 

The consideration of the shares issued represents the fair value of the OWHL assets acquired under the scheme of arrangement (note 7.2). Sales proceeds of unclaimed shareholdings sold in the market includes £61,000 relating to the year ended 31 March 2025, which was recognised through retained earnings in the prior year. A corresponding debit has been included through retained earnings (Capital - other) in the current year to reflect the reallocation of this amount through the appropriate reserve.                                                                                                                 

13  Retained earnings

	Revenue 2026 £000	Capital - other 2026 £000	Capital - investment holding profit 2026 £000	Reserves     Total retained earnings 2026 £000	Revenue 2025 £000	Capital - other 2025 £000	Capital - investment holding profit 2025 £000	Reserves     Total retained earnings 2025 £000
Opening balance at 1 April	(3,204)	31,750	108,475	137,021	(2,090)	15,502	117,096	130,508
Profit for the year	6,359	15,313	109,083	130,755	2,726	16,248	(8,621)	10,353
Shares bought back for cancellation	-	(19,991)	-	(19,991)	-	-	-	-
Dividend paid	(960)	-	-	(960)	(3,840)	-	-	(3,840)
Closing balance at 31 March	2,195	27,072	217,558	246,825	(3,204)	31,750	108,475	137,021

 

14  Net asset value

	2026	2025
Net Asset Value per Ordinary and 'A' non-voting Ordinary share	495.9p	384.2p

 

The NAV per Ordinary and 'A' non-voting Ordinary share is based on the net assets attributable to equity shareholders of £979,569,000 (2025: £461,060,000) and on 67,353,610 Ordinary shares (2025: 40,000,000) and 130,163,920 'A' non-voting Ordinary shares (2025: 80,000,000) in issue at 31 March 2026.

15  Commitments and contingencies

The Company has the following outstanding commitments as at 31 March 2026. The below table shows both those commitments of the Company and those of OWHL:

	2026 Company excluding OWHL  £000	2026 OWHL  £000	2026 Total  £000	2025 Total  £000
Apollo Overseas Partners	-	1,817	1,817	-
Blackstone	-	836	836	-
BPEA Private Equity	861	3,481	4,342	1,214
EQT Mid Market Europe	-	88	88	-
Five Arrows	-	1,092	1,092	-
GGV	570	1,493	2,063	748
Great Point Partners	-	755	755	-
Gryphon Partners	1,681	2,041	3,722	1,007
Khosla Ventures	250	3,299	3,549	474
KKR Americas	-	3,494	3,494	-
Mayfield	-	193	193	-
OrbiMed	2,110	3,419	5,529	-
PAI Europe	-	1,234	1,234	-
Partners Group	-	1,511	1,511	-
Primary Capital	-	122	122	-
Reverence Capital Partners	2,269	3,251	5,520	-
Silver Lake Partners	-	1,109	1,109	-
Stepstone VC Global Partners	-	515	515	-
TA Associates	1,851	2,864	4,715	2,454
Triton	1,415	1,944	3,359	1,456
TrueBridge Capital Partners	449	561	1,010	696
Windjammer	-	1,444	1,444	-
	11,456	36,563	48,019	8,049

 

16  Financial instruments and associated risks

The Company's financial instruments comprise securities, cash balances, debtors and creditors. These assets are classified in the following measurement categories:

those to be measured subsequently at fair value through profit or loss; and

those to be measured at amortised cost.

The financial assets held at amortised cost include trade and other receivables, cash and cash equivalents.

Risk Objectives and Policies

The objective of the Company is to achieve growth of shareholder value commensurate with the risks taken, bearing in mind that the protection of long-term shareholder value is paramount. The policy of the Board is to provide a framework within which the Investment Manager can operate and deliver the objectives of the Company. In pursuing its investment objective, the Company is exposed to a variety of risks that could result in either a reduction in the Company's net assets and/or a reduction of the profits available for dividends.

These risks include those identified by the accounting standard IFRS 7, being market risk (comprising currency risk, interest rate risk and other price risk), liquidity risk and credit risk. The Directors' approach to the management of these is set out below. The Board, in conjunction with the Investment Manager and Company Secretary, oversees the Company's risk management.

Foreign currency risk

Foreign currency risks arise in two distinct areas which affect the valuation of the investment portfolio. 1) the direct exposure where an investment is denominated and paid for in a currency other than sterling; and 2) the indirect exposure where an investment has substantial non-sterling underlying investment and/or cash flows. The Company does not normally hedge against foreign currency movements affecting the value of the investment portfolio, but takes account of this risk when making investment decisions. Some of the fund investments into which the Company invests will, in part or in whole, hedge some of their underlying currency risk, but this will be known at the time of investment and will form part of the investment decision. In those cases, the hedging will not remove the exposure to the underlying country or market sector. The Investment Manager monitors the effect of foreign currency fluctuations through the pricing of the investments by the various markets.

	Direct foreign currency risk 2026 £000	No direct foreign currency risk 2026 £000	Total 2026 £000	Direct foreign currency risk 2025 £000	No direct foreign currency risk 2025 £000	Total 2025 £000
Investments	546,486	286,184	832,670	165,878	286,879	452,757
Trade and other receivables	9,322	6,577	15,899	9	92	101
Cash and cash equivalents	139,893	37,948	177,841	-	4,933	4,933
Trade and other payables	(15,863)	(30,978)	(46,841)	-	(1,423)	(1,423)
	679,838	299,731	979,569	165,887	290,481	456,368

 

Note: Direct foreign currency risk includes direct exposure to USD and Euro currencies.

Foreign currency sensitivity

The following table illustrates the sensitivity of the profit/loss for the year and the shareholders' funds in regard to the Company's financial assets and financial liabilities. It assumes a 10% depreciation of sterling against foreign currencies at 31 March 2026 and 31 March 2025. These percentages have been determined based on the average market volatility in exchange rates in the previous 12 months. The sensitivity analysis is based on the Company's monetary foreign currency financial instruments held at each balance sheet date.

If sterling had weakened by 10% against the currencies shown, this would have had the following effect on the Company:	US$ 2026 £000	Euro 2026 £000	Other 2026 £000	US$ 2025 £000	Euro 2025 £000	Other 2025 £000
Income statement - profit/(loss)	11	15	47	687	20	14
Equity shareholders funds	59,217	6,324	2,443	13,372	2,135	1,082
	59,228	6,339	2,490	14,059	2,155	1,096

 

Note: "Other" includes exposure to foreign currencies excluding US dollar and euro.

A 10% strengthening of sterling against the above currencies would result in an equal and opposite effect on the above amounts.

Interest rate risk

Interest rate movements may affect the level of income receivable on cash deposits and the interest payable on the Company's variable rate borrowings.

The Company has access to an unsecured lending facility through its Custodian, Lombard Odier subject to there being sufficient value and diversity within the portfolio to meet the lender's borrowing requirements. The Investment Manager can utilise this facility as required up to the upper limit available. Gearing, represented by borrowings, will not exceed 25% of the Company's Net Asset Value, calculated at the time of draw down. As at 31 March 2026, the maximum the Company can borrow from the Bank is the equivalent of CHF110k, but the Company can request that this limit is raised at any time. The Board however has set a £30m borrowing limit for the Investment Manager to utilise at their discretion. The Company does not normally hedge against interest rate movements affecting the value of the investment portfolio but takes account of this risk when an investment is made utilising the facility. The level of banking facilities used is monitored by both the Board and the Investment Manager on a regular basis. The impact on the returns and net assets of the Company for every 1% change in interest rates, based on the amount drawn down at the Year-End under the facility, would be £nil (2025: £nil). The level of banking facilities utilised at 31 March 2026 was £nil (2025: £nil).

Interest rate changes usually impact equity prices. The level and direction of change in equity prices is subject to prevailing local and world economic conditions as well as market sentiment, all of which are very difficult to predict with any certainty. The Company has floating rate financial assets, consisting of bank balances and cash funds that have received average rates of interest during the year of 0.0% on bank balances.

	Cash flow interest rate risk 2026 £000	No interest rate risk 2026 £000	Total 2026 £000	Cash flow interest rate risk 2025 £000	No interest rate risk 2025 £000	Total 2025 £000
Investments	-	832,670	832,670	-	452,757	452,757
Trade and other receivables	-	15,899	15,899	-	4,793	4,793
Cash and cash equivalents	177,841	-	177,841	4,933	-	4,933
Trade and other payables	(45,753)	(1,088)	(46,841)	(1,069)	(353)	(1,422)
	132,088	847,481	979,569	3,864	457,197	461,061

 

Other price risk

By the nature of its activities, the Company's investments are exposed to market price fluctuations. NAV is calculated and reported daily to the London Stock Exchange. The Investment Manager and the Board monitor the portfolio valuation on a regular basis and consideration is given to hedging the portfolio against large market movements.

The Company's Level 3 investments (Note 17) are large both in absolute terms, £286.0m as valued at 31 March 2026 (2025: £9.23m) and as a proportion of the NAV 29.2% (2025: 2.0%). The increase is due to the classification of OWHL as a Level 3 investment following the combination and subsequent delisting. However, on a look-through basis, the Level 3 investments held by OWHL are £81.6m (8.3% of NAV). The exposure of the Company to the currency, country and market based risk exposure of OWHL is, therefore, mitigated to an extent by the diverse nature of the investments that sit within OWHL. Details of the portfolio of the Company, including the underlying investments held by OWHL, can be found in Note 7.3.

The performance of the portfolio as a whole is not designed to correlate with that of any market index. Should the portfolio of the Company, as detailed earlier on, rise or fall in value by 10% from the year end valuation, the effect on the Company's profit and equity would be as noted below:

A 10% rise in the value of investments would have the following effect on the Company:	2026 £000	2025 £000
Income statement - profit	83,267	45,258
Equity shareholders funds	83,267	45,258

 

A 10% fall in value would result in an equal and opposite effect on the above amounts.

Credit risk

The Company only transacts with regulated institutions on normal market terms, which are trade date plus one to three days in the case of equities. Fund investment settlement periods will vary from fund to fund and are defined by the individual managers. The levels of amounts outstanding from brokers and fund managers are regularly reviewed by the Investment Manager. The duration of credit risk associated with the investment transactions is the period between the date the transaction took place, the trade date, the date the stock and cash were transferred and the settlement date. The level of risk during the period is the difference between the value of the original transaction and its replacement with a new transaction. The amounts due to/(from) brokers at 31 March 2026 are shown in Note 8 and Note 10.

The Company's maximum exposure to credit risk on cash is £20.0m (2025: £0.4m) and on cash funds is £157.8m (2025: £4.5m). Surplus cash is on deposit with the Custodian.

Liquidity risk

The liquidity risk to the Company is that it is unable to meet its obligations as they fall due, as a result of a lack of available cash and an inability to dispose of investments in a timely manner. A substantial proportion of the Company's portfolio is held in liquid quoted investments; however, there is a large unquoted holding in OWHL of 28.2% (2025: 28.7%), other unquoted equity investments of 1.0% (2025: 2.0%) and investments into open-ended investment funds with varying liquidity terms of 46.4% (2025: 58.0%).

The Investment Manager takes into consideration the liquidity of each investment when purchasing and selling, in order to maximise the returns to shareholders, by placing suitable transaction levels into the market. Special consideration is given to investments representing more than 5% of the investee company. A detailed list of the investments, split by sleeve, held at 31 March 2026 is shown earlier in the report. This can be used broadly to ascertain the levels of liquidity within the portfolio, although liquidity will vary with each investment - particularly the funds.

The undiscounted contractual maturities of the financial liabilities at the year end, based on the earliest date on which payments can be required is as follows:

	2026 £000	2025 £000
In one year or less	46,841	1,422
	46,841	1,422

 

The large increase compared to the prior year is due to the timing of trades, which have settled over the year-end (see Note 10).

Capital management

The Company considers its capital to be its issued share capital and reserves and whilst the Company has access to loan facilities it is not considered or used as core capital, but primarily to meet the cash timing requirements of opportunistic investment strategies and thereby enhance shareholder returns. The Board regularly monitors its share discount policy and the level of discounts and whilst it has the option to repurchase shares, it considers the best means of attaining a good rating for the shares is to concentrate on good shareholder returns.

However, the Board believes the ability of the Company to repurchase its own shares in the market may potentially enable it to benefit all equity shareholders of the Company. The repurchase of shares, at a discount to the underlying NAV, would enhance the NAV per share of the remaining equity shares and might also enable the Company to address more effectively any imbalance between supply and demand for the Company's shares.

17  Fair value of financial assets and financial liabilities

Fair value hierarchy

IFRS 13 'Fair Value Measurement' requires an entity to classify fair value measurements, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: inputs other than quoted prices included within Level 1 that are observable for the assets or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3: inputs for the asset or liability not based on observable market data (unobservable inputs).

The financial assets and liabilities, measured at fair value, in the Statement of Financial Position, grouped into the fair value hierarchy and valued in accordance with the accounting policies in Note 1, are detailed below:

As at 31 March 2026	Level 1 £000	Level 2 £000	Level 3 £000	Total £000
Financial assets at fair value through profit or loss
Quoted equities	92,490	-	-	92,490
Unquoted equities*	-	-	285,960	285,960
Fund investments	143,454	310,766	-	454,220
Fair value	235,944	310,766	285,960	832,670

 

As at 31 March 2025	Level 1 £000	Level 2 £000	Level 3 £000	Total £000
Financial assets at fair value through profit or loss
Quoted equities	198,000	-	-	198,000
Unquoted equities	-	-	9,217	9,217
Fund investments	69,022	176,518	-	245,540
Fair value	267,022	176,518	9,217	452,757

 

* Includes £276.0m relating to the investment in OWHL. On a look through basis, the underlying investments in OWHL are categorised as: Level 1 £48.2m; Level 2 £141.0m; Level 3 £81.6m; with other net current assets of £5.2m.

The Company's policy is to recognise transfers into and out of the different fair value hierarchy levels at the date of the event or change in circumstances that caused the transfer to occur.

A reconciliation of fair value measurements in Level 3 is set out in the following table:

	2026 £000	2025 £000
Opening Balance	9,217	8,040
Transferred from Level 1*	201,499	-
Purchases*	409,452	1,132
Sales (Capital Distributions)*	(332,360)	-
Total gains or losses included in gains on investments in the income statement:
on assets sold	(2)	-
on assets held at year end	(1,846)	45
Closing Balance	285,960	9,217

 

*Amount transferred from Level 1 is the fair value of OWHL immediately prior to the completion of the combination. The purchases include £407,998,000 representing the acquisition of the remaining shareholding in OWHL at fair value. The sales proceeds figure includes £331,443,000 received from OWHL.
(See Note 7.2).

As OWHL is an unquoted investment, it is included in the Level 3 total of £286.0m. However, on a look-through basis, only £81.6m of the underlying investments of OWHL's closing NAV of £276.0m relates to Level 3 investments. Accordingly, the total underlying value of Level 3 investments held is £91.6m, representing 11.0% of total investments at 31 March 2026. In the Directors' opinion, under foreseeable market conditions the collective value of these investments could increase or decrease in the short term by more than 10%. A 10% decrease in the value of the Level 3 portfolio at the year-end, on a look-through basis, would equate to £9.2m, or 0.9% of net assets; a 10% increase would have an equivalent positive impact.

18  Related parties and transactions with the Investment Manager

William Salomon and Christopher Townsend are directors of Hanseatic Asset Management LBG, the Company's Investment Manager. William Salomon is also the senior partner of Hansa Capital Partners LLP, the Investment Advisor. Details of the relationship between the Company and the Investment Manager, including amounts paid during the year and owing at 31 March 2026, are disclosed in the Governance Section - Service Providers and in Note 3. Details of the relationship between the Company and the Directors, including amounts paid during the period to 31 March 2026, are disclosed in the Governance Section - The Board and also in the Directors' Remuneration Report.

19  Controlling parties

At 31 March 2026 Victualia Limited Partnership held 25.2%, Nomolas Ltd held 15.4% and Christopher Townsend held 9.0% of the issued Ordinary shares. Additional information is disclosed in the Strategic Review - Substantial Shareholders.

20  Post balance sheet events

There are no significant events that have occurred after the end of the reporting year to the date of this Report which require disclosure.

21  Related undertakings

The following table shows the Company's indirect subsidiaries. As the Company applies IFRS 10 and investment entities (Amendments to IFRS 10) (see Note 1(d)), these entities have not been consolidated in the preparation of these financial statements:

Investment	Country of incorporation and place of business	Shareholding as at 31 March 2026
Ocean Wilsons (Investments) Limited	Bermuda	100%
Ocean Wilsons Overseas Limited	Bermuda	100%
OW Overseas (Investments) Limited	United Kingdom	100%

 

 

Additional Information

 

Notice of the Annual General Meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Members of the Company will be held at the Hamilton Princess Hotel, 76 Pitts Bay Rd, Pembroke HM 08, Bermuda on Wednesday 5 August 2026 at 9:00 a.m. (Bermuda time) for the following purposes:

Agenda

·  To appoint a chairperson of the meeting.

·  To confirm notice.

Resolutions

1.   To receive and consider the audited Financial Statements and the Reports of the Directors and Auditor for the year ended 31 March 2026.

2.   To re-elect Jonathan Davie (a biography and Board endorsement can be found earlier on in the Report) as a Director of the Company.

3.   To re-elect Andrey Berzins (a biography and Board endorsement can be found earlier on in the Report) as a Director of the Company.

4.   To re-elect Pedro Gonçalves (a biography and Board endorsement can be found earlier on in the Report) as a Director of the Company.

5.   To re-elect Simona Heidempergher (a biography and Board endorsement can be found earlier on in the Report) as a Director of the Company.

6.   To re-elect Richard Lightowler (a biography and Board endorsement can be found earlier on in the Report) as a Director of the Company.

7.   To re-elect William Salomon (a biography and Board endorsement can be found earlier on in the Report) as a Director of the Company.

8.   To re-elect Christopher Townsend (a biography and Board endorsement can be found earlier on in the Report) as a Director of the Company.

9.   To approve the Directors' Remuneration Report.

10. To approve the Directors' Remuneration Policy and authorise the Board to determine the remuneration of the Directors.

11. To approve the Company's Dividend Policy as can be found earlier on in the Annual Report.

12. To reappoint PricewaterhouseCoopers LLP as Auditor of the Company and to authorise the Directors to determine the remuneration of the Auditor.

13. THAT in substitution for any buyback authority previously granted to the Company in respect of the Ordinary shares, the Company be unconditionally authorised to make market purchases up to an aggregate of 10,096,306 Ordinary shares (or, if less, such number of Ordinary shares as represents 14.99% of the Ordinary Shares in issue (excluding any Ordinary shares held in treasury) immediately prior to the passing of this resolution) at a price (exclusive of expenses) which is:

·      not less than 1p per share; and

·      not more than the higher of:

o  5% above the average of the middle-market quotations (as derived from and calculated by reference to the Daily Official List) for Ordinary Shares in the five Business Days immediately preceding the day on which the share is purchased; and

o  the higher of the last independent trade and the then current highest independent bid.

AND

THAT the approval conferred by this resolution shall expire on the date of the Company's next annual general meeting (except in relation to the purchase of Ordinary Shares the contract for which was concluded before such date and which might be executed wholly or partly after such date) unless the authority is renewed or revoked at any other general meeting prior to such time.

14.        THAT in substitution for any buyback authority previously granted to the Company in respect of the 'A' Ordinary shares, the Company be unconditionally authorised to make market purchases up to an aggregate of 19,183,665 'A' Ordinary shares (or, if less, such number of 'A' Ordinary shares as represents 14.99% of the 'A' Ordinary shares in issue (excluding any 'A' Ordinary shares held in treasury) immediately prior to the passing of this resolution) at a price (exclusive of expenses) which is:

·      not less than 1p per share; and

·      not more than the higher of:

o  5% above the average of the middle-market quotations (as derived from and calculated by reference to the Daily Official List) for 'A' Ordinary shares in the five Business Days immediately preceding the day on which the share is purchased; and

o  the higher of the last independent trade and the then current highest independent bid.

AND

THAT the approval conferred by this resolution shall expire on the date of the Company's next annual general meeting (except in relation to the purchase of 'A' Ordinary shares the contract for which was concluded before such date and which might be executed wholly or partly after such date) unless the authority is renewed or revoked at any other general meeting prior to such time.

For and on behalf of Conyers Corporate Services (Bermuda) Limited

 

Vida Kam

Secretary

7 July 2026

 

Notes for Shareholders

1   Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 (as amended), only those members registered in the register of members of the Company 48 hours before the Annual General Meeting (i.e. by 1pm UK time on 3 August 2026) (or if the Meeting is adjourned, in the register of members of the Company 48 hours before the date and time of the adjourned meeting) (the "Meeting") shall be entitled to attend or vote at the Meeting in respect of the number of shares registered in their respective names at that time. Changes to entries on the register of members after that time will be disregarded in determining the rights of any person to attend or vote at the Meeting.

2   Registered members of the Company may vote at the Meeting (whether by show of hands or poll) in person or by proxy or corporate representative. A member may appoint one or more persons as his proxy to attend and vote at the Meeting on his behalf. A proxy need not be a member. Where more than one proxy is appointed the instrument of proxy must specify the number of shares each proxy is entitled to vote.

3   The appointment of a proxy will not affect the right of a member to attend and vote in person at the Meeting or adjourned meeting. A member that is a corporation may appoint a representative to attend and vote on its behalf at the Meeting by delivering evidence of such appointment to the Company's registrar no later than 48 hours before the time fixed for the Meeting (i.e. by 1:00pm UK time on 3 August 2026) or any adjourned meeting.

4   In order to be valid, the proxy appointment (together with any power of attorney or other authority (if any) under which it is signed, or a notarised certified copy of that authority) must be returned by one of the following methods, in each case so as to arrive no later than 1:00pm UK time on 3 August 2026 or, in the case of an adjourned meeting, not less than 48 hours before the time appointed for holding such adjourned meeting (ignoring for these purposes non-working days) or (in the case of a poll taken otherwise than at or on the same day as the Meeting or adjourned meeting) for the taking of the poll at which it is to be used: via www.investorcentre.co.uk/eproxy by using the details on your Form of Proxy; or in hard copy form by post, by courier or by hand to the Company's Registrars, Computershare Investor Services (Bermuda) Limited, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY.

     If you need help with voting online or need to request a proxy form, please contact our Registrars, Computershare Investor Services (Bermuda) Limited on +44 (0) 370 702 0000. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international rate. They are open between 8.30am - 5.30pm UK time, Monday to Friday excluding public holidays in England and Wales. Alternatively, contact Computershare at [email protected].

.

 

Notes for Depositary Interest Holders

1   You will not receive a form of direction for the Annual General Meeting in the post. Depositary interests may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual.

     In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & International Limited's specifications and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com/CREST). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent ID 3RA50 by 1:00pm UK time on 31 July 2026. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST, in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

2   In the case of Depositary Interest Holders, a form of direction may be requested and completed in order to instruct Computershare Company Nominees Limited, the Depositary, to vote on the holder's behalf at the Meeting by proxy or, if the Meeting is adjourned, at the adjourned meeting. Requests for a hard copy should be sent to Computershare Investor Services (Bermuda) Limited, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZZ.

3   To be effective, a valid form of direction (and any power of attorney or other authority under which it is signed) must be received electronically or delivered to Computershare Investor Services (Bermuda) Limited, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZZ by no later by 1:00pm UK time on 31 July 2026 or 72 hours before any adjourned Meeting.

4   The Depositary will appoint the Chairman of the meeting as its proxy to cast your votes. The Chairman may also vote or abstain from voting as they think fit on any other business (including amendments to resolutions) which may properly come before the meeting.

5   The 'Vote Withheld' option is provided to enable you to abstain from voting on the resolutions. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

6   Depositary Interest holders wishing to attend the meeting should contact the Depositary at Computershare Investor Services (Bermuda) Limited, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZZ or by emailing [email protected] by no later than by 1:00pm UK time on 31 July 2026.

 

 

All holders

1   The quorum for the Annual General Meeting shall be two or more shareholders present in person or by proxy. If within two hours from the time appointed for the meeting a quorum is not present, the meeting shall be adjourned to the next business day at the same time and place or to such other time and place as the Directors may determine, and if a quorum is not present at any such adjourned meeting, the meeting shall be dissolved.

2   As of 7 July 2026 the Company's total number of shares in issue is 67,353,610 Ordinary shares of 1p each and 127,976,420 'A' non-voting Ordinary shares of 1p each in issue. The Ordinary shareholders are entitled to one vote per Ordinary share held. The 'A' non-voting Ordinary shares do not entitle the holders to vote or receive notice of meetings, but in all other respects they have the same rights as the Company's Ordinary shares.

3   A copy of this notice and other information can be found at www.hansaicl.com/portfolio-and-performance/#Publicationstab

 

 

 

 

Investor information

Further information about Hansa Investment Company Limited, including monthly fact sheets, Stock Exchange announcements and shareholder presentations, can be found on the Company's website: www.hansaicl.com.

Please contact the Additional Administrative Services Provider, as below, if you have any queries concerning the Company's investments or performance.

 

Additional Administrative Services Provider

Hansa Capital Partners LLP

6th Floor North

20 Balderton Street

London
W1K 6TL

United Kingdom

Telephone: +44 (0) 207 647 5750

Email: [email protected]

Website: www.hansagrp.com

Please contact the Registrars, as below, if you have a query about a certificated holding in the Company's shares.

 

Registrar

Computershare Investor Services (Bermuda) Limited

c/o 13 Castle Street

St Helier

Jersey

JE1 1ES

Telephone: +44 (0) 370 707 4040

Email: [email protected]

Website: www.computershare.com/je

 

If you have a query, you can call our Shareholder helpline on +44 (0) 370 707 4040. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 08:30 - 17:30, Monday to Friday excluding public holidays in England and Wales.

 

Register for updates

To receive the latest news and views on the Company, please register at www.hansaicl.com

Company information

The Company currently manages its affairs so as to be a qualifying investment company for ISA purposes, for both the Ordinary and 'A' non-voting Ordinary shares. It is the present intention that the Company will conduct its affairs so as to continue to qualify for ISA products. In addition, the Company is classified as a Readily Realisable Security under FCA rules and can be recommended by independent financial advisors to ordinary retail investors. Finally, Hansa Investment Company Limited is registered as a Reporting Financial Institution with the US IRS for FATCA purposes.

Capital structure

The Company has, as at 31 March 2026, 67,353,610 Ordinary shares of 1p each and 130,163,920 'A' non-voting Ordinary shares of 1p each in issue. The Ordinary shareholders are entitled to one vote per Ordinary share held. The 'A' non-voting Ordinary shares do not entitle the holders to vote or receive notice of meetings, but in all other respects they have the same rights as the Company's Ordinary shares.

Secretary and registered office

Conyers Corporate Services (Bermuda) Limited

Clarendon House

2 Church Street PO Box HM666

Hamilton HM CX Bermuda

 

Investor disclosure

AIFMD

Hansa Investment Company Limited's AIFMD Investor Disclosure document can be found on its website. The document is a regulatory requirement and summarises key features of the Company for investors.

Packaged Retail and Insurance‑based Investment Products (PRIIPs)

Under the PRIIPs Regulation (Regulation (EU) 1286/2014), the manufacturer of any investment company was required to make available a Key Investor Documents (KID). This was formally enforced by new legislation in November 2024 (The Packaged Retails and Insurance Based Investment Products (Retail Disclosure)(Amendment) Regulations 2024). There is no replacement for the KID, and whilst the FCA finalises details in relation to any replacement requirements, KIDs for both the Ordinary and 'A' non-voting Ordinary shares of the Company will continue to be available for all prospective investors. Links to these documents can be found on the Company's website: www.hansaicl.com.

Service providers

Independent Auditor

PricewaterhouseCoopers LLP

Solicitors - Bermuda

Conyers Dill & Pearman Limited

Solicitors - UK

Dentons UK and Middle East LLP

Custodian

Banque Lombard Odier & Cie SA

Stockbroker

Winterflood Investment Trusts

Administrator

Juniper Partners

Alternative Investment Fund Manager
and Investment Manager

Hanseatic Asset Management LBG

Investment Advisor

Hansa Capital Partners LLP

 

Financial calendar

Company year end

31 March

Annual Report released to shareholders

July

Annual General Meeting

August

Announcement of half-year results

November

Half-year Report released to shareholders

December

Dividend payments

The Board introduced a Capital Allocation policy whereby the Company would implement on-market share buybacks of between 2% and 4% of its issued share capital (which may include both voting Ordinary shares and 'A' non-voting Ordinary shares). As part of this announcement, the Company expected to only pay dividends to the extent required to ensure that HICL is not treated a non-mainstream pooled investment.

In future, the Board has decided to continue with its share buyback programme at or around previously announced levels. It will keep the Company's dividend policy under review.

Share price listings

The price of your shares can be found on our website. In addition, share price information for Ordinary shares / 'A' non-voting Ordinary shares can be found via the following codes:

ISIN

BMG428941162 / BMG428941089

SEDOL

BKLFC18 / BKLFC07

Reuters

HAN.L / HANA.L

Bloomberg

HAN LN / HANA LN

TIDM

HAN / HANA

Legal Entity Identifier

213800RS2PWJXS2QDF66

Association of Investment Companies (AIC)

The Association of Investment Companies is the UK trade association for closed-ended investment companies (www.theaic.co.uk). Despite the Company not being UK domiciled, the Company is UK listed and operates in most ways in a similar manner to a UK Investment Trust. Therefore, the Company follows the AIC Code of Corporate Governance and the Board considers that the AIC's guidance on issues facing the industry remains very relevant to the operations of the Company.

Alternative Investment Fund Managers Directive
(AIFMD)

The AIFMD is a regulatory framework for alternative investment fund managers (AIFMs), including managers of hedge funds, private equity firms and investment trusts. Its scope is broad and, with a few exceptions, covers the management, administration and marketing of alternative investment funds (AIFs). Its focus is on regulating the AIFM rather than the AIFs.

Annual dividend / dividend

The amount paid by the Company to shareholders in dividends (cash or otherwise) relating to a specific financial year of the Company. The Company's dividend policy for the year to 31 March 2026 set out as part of the Prospectus and Circular relating to the combination with Ocean Wilsons. Namely that the Company expected to not pay any dividend until the outcome of the transaction was known. Further, if the transaction was successful, the Company expected to implement a Capital Allocation policy and only pay dividends to the extent required to ensure that HICL is not treated a non-mainstream pooled investment.

In future, the Board has decided to continue with its share buyback programme at or around previously announced levels. It will keep the Company's dividend policy under review.

Bid price

The price at which you can sell shares determined by supply
and demand.

Capital allocation policy / share buyback

As set out in the combination documents, the Board intends to pursue a capital allocation share buyback of between 2% and 4% per annum. This is subject to ongoing review with advice from the Company's Broker. The Board reserves the right to increase purchases in this financial year if suitable opportunities occur.

Capital structure

The stocks and shares that make up a company's capital, i.e. the amount of ordinary and preference shares, debentures and unsecured loan stock etc. which are in issue.

Closed‑ended

A company with a fixed number of shares in issue.

Depositary/custodian

A financial institution acting as a holder of securities for safekeeping.

Discount

When the share price is lower than the NAV, it is referred to as trading at a discount. The discount is expressed as a percentage of the NAV.

Expense ratio

An expense ratio is determined through an annual calculation, where the operating expenses are divided by the average NAV. Note there is also a description of an additional PRIIPs KID Ongoing Annual Charges percentage explained in this Annual Report.

FCA

The Financial Conduct Authority (FCA) is a financial regulatory body in the United Kingdom.

Five-year rolling NAV return (per annum)

The rate at which, compounded for five years, will equal the five year NAV total return to end March, assuming dividends are always reinvested at pay date.

Five-year NAV and share price total return

Rebased from 0% at the start of the five year period, this is the rate at which the Company's NAV and share prices would have returned at any period from that starting point, assuming dividends are always reinvested at pay date.

FRC

The Financial Reporting Council (FRC) is an independent regulator in the UK and Ireland, responsible for regulating auditors, accountants, actuaries, and setting the UK's Corporate Governance and Stewardship Codes.

Gearing

Gearing refers to the level of borrowing related to equity capital.

Hedging

Strategy used to reduce risk of loss from movements in interest rates, equity markets, share prices or currency rates.

Issued share capital

Issued share capital is the total number of shares subscribed to by the shareholders. The issued share capital increased significantly during the financial year as a result of the combination with Ocean Wilsons.

Key Information Document (KID)

This is a document of a form previously stipulated under the UK PRIIPs Regulations. It provides basic, pre-contractual, information about the Company and its share classes in a simple and accessible manner. It is not marketing material. At the time of this Annual Report, the UK regulatory authorities have temporarily suspended the requirement for Investment Companies to publish a KID following feedback that the documents were unclear to users - particularly regarding fee disclosures. Whilst this review is ongoing, the Company has continued to publish a KID for each share class in substantially the same form as previously required, but with additional disclosure where it is felt appropriate. The Company awaits further clarification from the UK regulatory authorities.

Key Performance Indicators (KPIs)

A set of quantifiable measures a company uses to gauge its performance over time. These metrics are used to determine a company's progress in achieving its strategic and operational goals and also to compare a company's finances and performance against other businesses within its industry. In the case of historic information, the KPIs will be compared against data of both the Company and, prior to the Company's formation, from Hansa Trust Ltd.

Market capitalisation

The market value of a company's shares in issue. This figure is found by taking the stock price and multiplying it by the total number of shares outstanding.

Mid price

The average of the bid and offer prices of a particular
traded share.

Net Asset Value (NAV)

The value of the total assets minus liabilities of a company.

Net Asset Value total return

See Total return.

Offer price

The price at which you can buy shares determined by supply
and demand.

Ongoing Annual Charges percentage

Ongoing Annual Charges are those expenses of a type which are likely to recur in the foreseeable future, whether charged to capital or revenue, and which relate to the operation of the investment company as a collective fund, excluding the costs of acquisition/disposal of investments, financing charges and gains/losses arising on investments. Ongoing Annual Charges are based on costs incurred in the year as being the best estimate of future costs.

The Ongoing Annual Charges percentage is the ongoing charge amount divided by the average NAV over the period measured and, as an example, is calculated for the year ending 31 March 2026 as follows:

	2026 £000
Total management fee	4,866
Other expenses (excluding fees in relation to the transaction with OWHL, broker fees and banking transaction charges)	2,563
Total ongoing expenses	7,429
Average NAV	654,373
Ongoing Annual Charges percentage	1.1%

 

Ordinary shares

Shares representing equity ownership in a company allowing investors to receive dividends. Ordinary shareholders have the pro-rata right to a company's residual profits. In other words, they are entitled to receive dividends if any are available after payments to financial lenders and dividends on any preferred shares are paid. They are also entitled to their share of the residual economic value of the company should the business unwind.

Hansa Investment Company Limited has two classes of Ordinary shares - as at 31 March 2026, the Ordinary shares (67,353,610 shares) and the 'A' non-voting Ordinary shares (130,163,920 shares). Both have the same financial interest in the underlying assets of the Company and receive the same dividend per share, but differ only in that only the former shares have voting rights, whereas the latter do not. They trade separately on the London Stock Exchange, nominally giving rise to different share prices at any given time.

Premium

When the share price is higher than the NAV it is referred to as trading at a premium. The premium is expressed as a percentage of the NAV.

Packaged Retail and Insurance‑based Investment Product (PRIIP)

Packaged retail investment and insurance-based products (PRIIPs) make up a broad category of financial assets that are regularly provided to consumers in the European Union. The term PRIIPs, created by the European Commission to regulate the underlying market, is defined as any product manufactured by the financial services industry, to provide investment opportunities to retail investors, where the amount repayable is subject to fluctuation because of exposure to reference values, or the performance of underlying assets not directly purchased by the retail investor. See also Key Information Document (KID).

PRA

The Prudential Regulation Authority (PRA) is a United Kingdom financial services regulatory body responsible for the prudential regulation and supervision of banks, building societies, credit unions, insurers, and major investment firms.

Shareholders' funds/equity shareholders' funds

This value equates to the NAV of the Company. See NAV.

Spread

The difference between the bid and ask price.

Tradable Instrument Display Mnemonics (TIDM)

A short, unique code used to identify UK-listed shares. The TIDM code is unique to each class of share and to each company. It allows the user to ensure they are referring to the right share. Previously known as EPIC.

Total return

When measuring performance, the actual rate of return of an investment or a pool of investments over a given evaluation period. Total return includes interest, capital gains, dividends and distributions realised over a given period of time.

Total return - shareholder

The total return to a shareholder is a measure of the performance of the Company's share price over time. It combines share price appreciation/depreciation and dividends paid to show the total return to the shareholder expressed as an annualised percentage. In the case of historic information, the total return will include data against data of both the Company and, prior to the Company's formation, from Hansa Trust Ltd.

 

 

Hansa Investment Company Limited

Clarendon House

2 Church Street

PO Box HM666

Hamilton HM CX Bermuda

 

+44 (0) 207 647 5750

[email protected]

www.hansaicl.com