1.   General information

ICG-Longbow Senior Secured UK Property Debt Investments Limited is a non-cellular company limited by shares and was incorporated in Guernsey under the Companies Law on 29 November 2012 with registered number 55917 as a closed-ended investment company. The registered office address is Floor 2, PO Box 286, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 4LY.

 

The Company's shares were admitted to the Premium Segment of the Official List and to trading on the Main Market of the London Stock Exchange on 5 February 2013.

 

In line with the revised Investment Objective and Policy approved by shareholders in the Extraordinary General Meeting in January 2021, the Company is now undertaking an orderly realisation of its investments. As sufficient funds become available the Board intends to return capital to shareholders, taking account of the Company's working capital requirements and funding commitments.

 

ICG Alternative Investment Limited is the external discretionary investment manager.

 

2.  Accounting policies

a)    Basis of preparation

The Financial Statements for the year ended 31 January 2026 have been prepared in accordance with UK adopted international accounting standards and the Companies (Guernsey) Law, 2008.

 

The same accounting policies and methods of computation have been followed in the preparation of these Financial Statements as in the Annual Report and Financial Statements for the year ended 31 January 2025.

 

At the date of approval of these Financial Statements, the Company has reviewed the following new and revised IFRS standards and interpretations that have been issued and are now effective:

 

The adoption of these standards and interpretations has had no material impact on the Financial Statements of the Company.

 

		Effective for periods commencing
IAS 21	Lack of exchangeability	01 January 2025

 

Certain new accounting standards and amendments to accounting standards have been published that are not mandatory for 31 January 2026 reporting periods and have not been early adopted by the Company. The new standard and amendments are not expected to have a material impact, on the entity in future reporting periods and on foreseeable future transactions.

 

		Effective for periods commencing
IFRS 18	Presentation and Disclosure in Financial Statements (replacing IAS 1 - Presentation of Financial Statements)	01 January 2027
IFRS 9 and IFRS 7	Classification and Measurement of Financial Instruments	01 January 2026
General	Annual Improvements to IFRS Accounting Standards- Volume 11	01 January 2026

 

 

2.  Accounting policies (continued)

b)    Going concern

The Directors, at the time of approving the Financial Statements, are required to consider whether they have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and whether there is any threat to the going concern status of the Company. At the EGM of the Company on 14 January 2021, following a recommendation from the Board published in a circular on 16 December 2020, shareholders voted by the requisite majority in favour of a change to the Company's Objectives and Investment Policy which would lead to an orderly realisation of the Company's assets and a return of capital to shareholders.

 

It is intended that, following the appointment of receivers or administrators in respect of the last remaining loans, the investments will be realised as and when the underlying property assets, or loans upon which they are secured, can be sold in an orderly manner. The Company may take actions with the consequence of accelerating or delaying realisation in order to optimise shareholders' returns in the context of the Company's size. 

 

Whilst the Directors are satisfied that the Company has adequate resources to continue in operation throughout the realisation period and to meet all liabilities as they fall due, given the Company is now in a managed wind down, the Directors consider it appropriate to adopt a basis other than going concern in preparing the financial statements.

 

In the absence of a ready secondary market in real estate loans by which to assess market value of the loans, the basis of valuation for investments is amortised cost net of impairment, recognising the realisable value of each property in the orderly wind down of the Company. In accordance with the Company's IFRS 9 Policy the staging of each loan has been reviewed and both loans are now considered to be at Stage 3. Consequently, valuations reflect the ECL assuming a twelve month realisation period, as detailed in Note 5. No material adjustments have arisen solely as a result of ceasing to apply the going concern basis.

 

c)    Functional and presentation currency

The Financial Statements are presented in Pounds Sterling, which is the functional currency as well as the presentation currency as all the Company's investments and most transactions are denominated in Pounds Sterling.

 

d)    Foreign currencies

Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the Statement of Comprehensive Income.

 

e)    Interest income

In accordance with IFRS 9, interest income is recognised when it is probable that the economic benefits will flow to the Company and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition. Arrangement and exit fees which are considered to be an integral part of the contract are included in the effective interest rate calculation.

 

For financial assets in Stage 3, interest is recognised on a net basis after allowance for ECL. For financial assets in Stage 2, where the Company considers that the quantum or timeliness of the economic benefit cannot be measured reliably, in accordance with IFRS, interest will be recognised on a gross basis and an ECL provision will be raised.

 

Interest on cash and cash equivalents is recognised on an accruals basis.

 

 

2.  Accounting policies (continued)

 

f)    Other fee income

Other fee income includes prepayment and other fees due under the contractual terms of the debt instruments. Such fees and related cash receipts are not considered to form an integral part of the effective interest rate and are accounted for on an accruals basis.  

 

g)    Operating expenses

Operating expenses are the Company's costs incurred in connection with the ongoing management of the Company's investments and administrative costs. Operating expenses are accounted for on an accruals basis.

 

h)    Taxation

The Company is exempt from Guernsey taxation under the Income Tax (Exempt Bodies) (Guernsey) Ordinance 1989 for which it pays an annual fee of £1,600 which is included within other expenses. The Company is required to apply annually to obtain exempt status for the purposes of Guernsey Taxation.

 

i)    Dividends

Dividends payable are recognised as distributions in the financial statements when the Company's obligation to make payment has been established. Dividends paid during the year are disclosed in the Statement of Changes In Equity. Any dividends that are declared post year end are disclosed as subsequent events.

 

j)    Segmental reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors, as a whole. The key measure of performance used by the Board to assess the Company's performance and to allocate resources is the total return on the Company's Net Asset Value, as calculated under IFRS, and therefore no reconciliation is required between the measure of profit or loss used by the Board and that contained in the Financial Statements.

 

For management purposes, the Company is organised into one main operating segment, being the provision of a portfolio of UK commercial property backed senior debt investments.

 

The majority of the Company's income is derived from loans secured on commercial and residential property in the United Kingdom.

 

Due to the Company's nature, it has no employees.

 

k)    Financial instruments

Financial assets and financial liabilities are recognised in the Company's Statement of Financial Position when the Company becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are only offset and the net amount reported in the Statement of Financial Position and Statement of Comprehensive Income when there is a currently enforceable legal right to offset the recognised amounts and the Company intends to settle on a net basis or realise the asset and liability simultaneously.

 

Financial Assets

All financial assets are recognised and de-recognised on a trade date where the purchase or sale of a financial asset is under a contract whose terms require delivery of the financial asset within the timeframe established by the market concerned, and are initially measured at fair value, plus transaction costs, except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value.

 

Financial assets are classified into the following specified categories: financial assets at fair value through profit or loss, financial assets at fair value through Other Comprehensive Income or financial assets at amortised cost.

 

The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.

 

 

 

2.  Accounting policies (continued)

 

k)    Financial instruments (continued)

 

The Company's financial assets currently comprise loans, trade and other receivables and cash and cash equivalents.

 

i)          Loans and receivables

These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They comprise loans and trade and other receivables.

 

They are initially recognised at fair value plus transaction costs that are directly attributable to the acquisition, and subsequently carried at total claim value less allowance for Expected Credit Loss (ECL). The effect of discounting on trade and other receivables is not considered to be material.

 

ii)         Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits and other short-term highly liquid investments with an original maturity of three months or less that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

 

iii)        Effective interest rate method

The effective interest rate method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition. Interest income is recognised net of ECL allowance in the Statement of Comprehensive Income for all Stage 3 loans.

 

iv)        Impairment of financial assets

The Company recognises a loss allowance for ECL on trade receivables and loan receivables. The amount of ECL is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument. The Company always recognises a 12-month ECL for trade receivables and loan receivables that fall under stage 1 assets. For stage 2 assets, the Company recognises a lifetime ECL when there has been a significant increase in credit risk since initial recognition. In respect of the Stage 3, non-performing loans, lifetime expected credit losses are also recognised, and interest is calculated on the net carrying amount and subject to further provision for impairment in the event that it is unlikely to be received.  The ECL on Stage 1 and Stage 2 loans are estimated using a provision matrix based on the Investment Manager's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. The Company has adopted a simplified model for trade receivables where lifetime ECL is estimated and does not materially differ from the 12-month ECL.

 

The ECL for Stage 3 loans is assessed based on the expected net realisable value of the underlying properties, taking inputs from various external sources including property valuations, agency advice, comparable evidence and offers received. Where specific valuation evidence is not available or unclear, a risk probability weighted approach will be applied to a range of outcomes.

 

v)         Significant increase in credit risk

In assessing whether the credit risk on a financial instrument has increased significantly since initial recognition, the Company compares the risk of a default occurring on the financial instrument at the reporting date with the risk of a default occurring on the financial instrument at the date of initial recognition. In making this assessment, the Company considers both quantitative and qualitative information that is reasonable and supportable, including historical experience and forward-looking information that is available without undue cost or effort.

 

 

2.  Accounting policies (continued)

k)    Financial instruments (continued)

 

v)         Significant increase in credit risk(continued)

Forward-looking information considered includes the future prospects of the industries in which the Company's debtors operate, obtained from economic expert reports, financial analysts, governmental bodies, relevant think‑tanks and other similar organisations, as well as consideration of various external sources of actual and forecast economic information that relate to the Company's core operations.

 

In particular, the following information is taken into account when assessing whether credit risk has increased significantly since initial recognition:

 

• an actual or expected significant deterioration in the financial instrument's external (if available) or internal credit rating;

• significant deterioration in external market indicators of credit risk for a particular financial instrument,

e.g. a significant increase in the credit spread, the credit default swap prices for the debtor, or the length of time or the extent to which the fair value of a financial asset has been less than its amortised cost;

• existing or forecast adverse changes in business, financial or economic conditions that are expected to cause a significant decrease in the debtor's ability to meet its debt obligations;

• any actual or expected significant deterioration in the operating results of the debtor;

• significant increases in credit risk on other financial instruments of the same debtor; or

• an actual or expected significant adverse change in the regulatory, economic, or technological environment of the debtor that results in a significant decrease in the debtor's ability to meet its debt obligations.

 

Despite the foregoing, the Company assumes that the credit risk on a financial instrument has not increased significantly since initial recognition if the financial instrument is determined to have low credit risk at the reporting date. A financial instrument is determined to have low credit risk if:

 

• The financial instrument has a low risk of default;

• The debtor has a strong capacity to meet its contractual cash flow obligations in the near term; and

• Adverse changes in economic and business conditions have not, or will not in the foreseeable future, reduce the ability of the borrower to fulfil its contractual cash flow obligations.  Where the ability to meet cashflow obligations, including payment of interest, are impacted the risk associated with the financial instrument may be considered to have increased.

 

The Company considers a financial asset to have low credit risk when the asset has external credit rating of 'investment grade' in accordance with the globally understood definition or if an external rating is not available, the asset has an internal rating of 'performing'. Performing means that the counterparty has a strong financial position and there are no past due amounts.

 

The Company regularly monitors the effectiveness of the criteria used to identify whether there has been a significant increase in credit risk and revises them as appropriate to ensure that the criteria are capable of identifying significant increase in credit risk before the amount becomes past due.

 

vi)        Definition of default

The Company considers the following as constituting an event of default for internal credit risk management purposes as historical experience indicates that financial assets that meet any of the following criteria may not be fully recoverable:

• when there is a breach of financial covenants by the debtor which has not be waived or where the lender's rights have not been reserved pending action by the borrower;

 

• information developed internally or obtained from external sources indicates that the debtor is unlikely to pay its creditors, including the Company, in full (without taking into account any collateral held by the Company); or

 

• when the Company have appointed administrators or receivers to the debtor.

 

2.  Accounting policies (continued)

 

k)    Financial instruments (continued)

 

vi)        Definition of default (continued)

There is a rebuttable presumption that where loans are past due or interest is unpaid for more than 30 days, this leads to a significant increase in credit risk or that if unpaid for more than 90 days this leads to an event of default. However, the Company may elect to waive the default or give a period of forbearance and reserve its rights in respect of the default to enhance returns and hence may rebut the presumption that there is a significant increase in credit risk or an event of default.

 

vii)       Credit-impaired financial assets

A financial asset is credit‑impaired when one or more events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred. Evidence that a financial asset is credit‑impaired includes observable data about the following events:

 

(a) significant financial difficulty of the issuer or the borrower;

(b) a breach of contract, such as a default or past due event (see (vi) above);

(c) the lenders to the borrower, for economic or contractual reasons relating to the borrower's financial difficulty having granted to the borrower concessions that the lenders would not otherwise consider;

(d) it is becoming probable that the borrower will enter bankruptcy or other financial reorganisation; or

(e) the disappearance of an active market for that financial asset because of financial difficulties.

 

viii)      Write-off policy

The Company writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceedings, or in the case of loan receivables, when the amounts are over two years past due, whichever occurs sooner. Financial assets written off may still be subject to enforcement activities under the Company's recovery procedures, taking into account legal advice where appropriate. Any recoveries made are recognised in profit or loss.

 

ix)        Measurement and recognition of ECL

The measurement of ECL is a function of the probability of default, loss given default (i.e. the magnitude of the loss if there is a default) and the exposure at default. The assessment of the probability of default and loss given default is based on historical data adjusted by forward‑looking information as described above. As for the exposure at default, for financial assets, this is represented by the asset's gross carrying amount at the reporting date.

 

For financial assets, the ECL is estimated as the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive, discounted at the original effective interest rate.

 

If the Company has measured the loss allowance for a financial instrument at an amount equal to lifetime ECL in the previous reporting period but determines at the current reporting date that the conditions for lifetime ECL are no longer met, the Company measures the loss allowance at an amount equal to 12‑month ECL at the current reporting date, except for assets for which a simplified approach was used.

 

The Company's measurement of ECL reflects an unbiased and probability-weighted amount that is determined by evaluating the range of possible outcomes as well as incorporating the time value of money. The Company has also considered reasonable and supportable information from past events, current conditions and reasonable and supportable forecasts for future economic conditions when measuring ECL.

 

 

 

 

 

 

2.  Accounting policies (continued)

k)    Financial instruments (continued)

 

ix)        Measurement and recognition of ECL (continued)

·      Stage 1 covers financial assets that have not deteriorated significantly in credit risk since initial recognition;

·      Stage 2 covers financial assets that have significantly deteriorated in credit quality since initial recognition; and

·      Stage 3 covers financial assets that have objective evidence of impairment at the reporting date.

 

Twelve-month ECL are recognised in stage 1, while lifetime ECL are recognised in stages 2 and 3.  The Company's remaining loan book are all past due and as a result 12 month and lifetime ECL will be the same.

 

x)        Modification of cash flows

Having performed adequate due diligence procedures, the Company may negotiate or otherwise modify the contractual cash flows of loans to customers, usually as a result of loan extensions. When this happens, the Company assesses whether or not the new terms are substantially different to the original terms.

 

If the terms are not substantially different, the renegotiation or modification does not result in derecognition, and the Company recalculates the gross carrying amount based on the revised cash flows of the financial asset and recognises a modification gain or loss in profit or loss. The new gross carrying amount is recalculated by discounting the modified cash flows at the original effective interest rate.

 

If terms are substantially different the original asset is derecognised and a new financial asset is recognised. It is assumed that the terms are substantially different if the discounted present value of the cash flows under the new terms, including any fees paid net of any fees received and discounted using the original effective rate is at least 10 per cent different from the discounted present value of the remaining cash flows of the original financial asset. If the modification is not substantial, the difference between: (1) the carrying amount of the liability before the modification; and (2) the present value of the

cash flows after modification is recognised in profit or loss as the modification gain or loss within other gains and losses as explained in paragraph above.

 

xi)        Derecognition of financial assets

 

The Company derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

 

On derecognition of a financial asset measured at amortised cost, the difference between the asset's carrying amount and the sum of the consideration received and receivable, is recognised in profit or loss.

 

Financial liabilities

The classification of financial liabilities at initial recognition depends on the purpose for which the financial liability was issued and its characteristics.

 

All financial liabilities are initially recognised at fair value net of transaction costs incurred. All purchases of financial liabilities are recorded on a trade date, being the date on which the Company becomes party to the contractual requirements of the financial liability. Unless otherwise indicated the carrying amounts of the Company's financial liabilities approximate to their fair values.

 

 

2.  Accounting policies (continued)

k)    Financial instruments (continued)

 

Financial liabilities (continued)

 

The Company's financial liabilities consist of only financial liabilities measured at amortised cost.

 

i)          Financial liabilities measured at amortised cost

These include trade payables and other short-term monetary liabilities, which are initially recognised at fair value and subsequently carried at amortised cost using the effective interest rate method.

ii)         Derecognition of financial liabilities

The Company derecognises financial liabilities when, and only when, the Company's obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.

 

i)    Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognised as the proceeds received, net of direct issue costs.

 

3.  Critical accounting judgements and key sources of estimation uncertainty in applying the Company's accounting policies

The preparation of the Financial Statements under IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

 

Critical accounting judgements

In assessing the ECL, the Board have made critical judgements in relation to the staging of the loans and assessments which impact the loss given default. In assessing whether the loans have incurred a significant increase in credit risk the Investment Manager, on behalf of the Board, assesses the credit risk attaching to each of the loans, and the realisable value of the underlying property on which the loans are secured.

 

The Company has adopted the Investment Manager's internal credit rating methodology and has used its loss experience to benchmark investment performance and potential impairment for Stage 1, Stage 2 and Stage 3 loans under IFRS 9 considering both probability of default and loss given default. It is noted that the Company's remaining loans are all now past due, and that receivers or administrators have been appointed over the Company's security.

 

The Investment Manager and the Board will also take into consideration the likely repayment term of loans that have become past due and the actions to be taken, by the appointed receiver or administrator to repay such loans. Consequently a loan which is past due, but otherwise performing, may continue to be assessed as Stage 1 where there is an active repayment plan in place, or supporting evidence that the loan can be repaid in full and the Company has given a period of forbearance whilst reserving its rights to, or charging, default interest.

 

Against the backdrop of interest rate rises and liquidity issues as discussed in the Investment Manager's Report, the Investment Manager and Board agree that all remaining investments have a heightened credit risk.  At the reporting date, the remaining two loans are subject to enforcement action and, in the absence of an active and liquid property market, are considered as Stage 3 assets with a material risk of credit loss.

 

 

 

3.   Critical accounting judgements and estimates in applying the Company's accounting policies (continued)

 

Key sources of estimation uncertainty

The measurement of both the initial and ongoing ECL allowance for loan receivables measured at amortised cost is an area that has required the use of significant assumptions about credit behaviour such as likelihood of borrowers continuing to support their properties through interest payments and equity injections, or defaulting and the resulting losses.

 

In line with the Company's investment strategy at the time, most loans benefited from significant LTV headroom at origination, with business plans designed to deliver further value increases over time. This combined with tight covenants generally enabled the Investment Manager to manage risk over the term of the loans. However, following the change in Investment Strategy to one of orderly wind down and the reduction of the portfolio to just two remaining assets, the Investment Manager and the Board have placed greater emphasis on the source and delivery of repayment of each loan when assessing valuation and the risk of capital loss.

 

As discussed above, a material reduction in transactional evidence and higher funding costs have led to fall in property values generally, but with those sectors subject to structural change (e.g. offices), and higher interest rates (e.g. residential housing for sale) being particularly impacted.  As a result, both remaining loans have evidence of heightened credit risk with the equity buffer having been eroded by falls in property values, and the likelihood of further sponsor support being considered remote, and as such have been assessed as Stage 3 loans.

 

The Board's valuation of Stage 3 assets (those loans considered to have a material risk of credit loss), is first informed by third party property valuations and supporting comparative transactional evidence, including marketing processes being undertaken. The Investment Manager and the Board will then overlay property level cashflows arising are considered, where relevant. The Investment Manager and the Board will then overlay property level cashflows, expected sales costs and other factors considered necessary to achieve exits within the target timeframes for returning capital to shareholders.

 

Both of the Company's Stage 3 assets are subject to enforcement action in the form of administration or receivership at the reporting date. As a result, the Company has considered the likelihood of achieving sales at the most recent third party valuation or at discounts to reflect the current lack of liquidity in the relevant property sector and the Company's target timeframes and the probability of such outcomes. These probabilities and discounts are further informed by prospective purchasers' offers or expressions of interest where properties have been marketed.

 

In arriving at the investment valuations, the Investment Manager has overlayed the expected costs of sale and exit timeframes to determine a weighted average valuation of each loan under the expected interest rate method and, thereby, the expected credit loss for each loan that may result. Net carrying values of the remaining Stage 3 loans are disclosed in note 5.

 

Revenue recognition is considered a significant accounting judgement and estimate that the Directors make in the process of applying the Company's accounting policies. In respect of the Company's Stage 3 loans, interest income will be recognised through the Statement of Comprehensive Income net of ECL allowance. In view of the trading conditions of the Southport hotel and liquidity challenges facing the RoyaleLife loan, the Directors consider it unlikely that interest payments will be received in the future.

 

4.  Taxation                                           

No tax was chargeable for the current year ended 31 January 2026. (31 January 2025: £Nil)

 

 

 

5. Loans advanced

 

(i)            Loans advanced

 

	1 February 2025 to 31 January 2026	1 February 2024 to 31 January 2025
	£	£
Loans gross carrying value:	53,520,113	68,030,170
Less: Expected Credit Losses	(35,306,577)	(38,133,279)
	18,213,536	29,896,891

 

 

	31 January 2026	31 January 2026	31 January 2025	31 January 2025
	Principal advanced	Carrying value before ECL allowance	Principal advanced	Carrying value  before ECL allowance
	£	£	£	£
Affinity(1)	-	-	16,572,789	17,374,512
Southport(2)	16,600,000	18,774,577	15,800,000	17,428,494
RoyaleLife	25,382,017	34,745,536	25,382,017	33,227,164
	41,982,017	53,520,113	57,754,806	68,030,170

⁽¹⁾        Net capital receipts of £9.50 million received during the period.

⁽²⁾        There was an £800,000 increase to the Southport loan principal during the year.

 

(ii)           Valuation considerations

As noted above, the Company is now in the process of an orderly wind down. It had been the intention of the Investment Manager and Directors to hold loans through to their repayment date, and seek a borrower led repayment in order to maximise value for the shareholders.  Economic and property market conditions have not enabled this, with commercial property transactions in many sectors remaining subdued.

 

The carrying value amounts of the loans, recorded at amortised cost in the Financial Statements have been adjusted for expected credit losses. For further information regarding the status of each loan and the associated risks see the Investment Manager's Report.

 

As loans have fallen past due and enforcement actions have been taken, the Directors have also reassessed the likelihood and timing of receipt of any interest and exit fees associated with the loans in the context of the current underlying property value and weak market conditions.

 

Each property on which investments are secured was subject to an independent, third-party valuation at the time the investment was entered into and updated valuations have been obtained as deemed appropriate. All investments are made on a hold to maturity basis. Each investment is being closely monitored including a review of the performance of the underlying property security.

 

Third party property valuations are typically based on the specific particulars of the property (rent, Weighted Average Unexpired Lease Term (WAULT), vacancy, condition and location) and assume a normal marketing period and sales process.  Valuers benchmark against comparative evidence from recent transactions in similar properties in similar locations.

 

Both the remaining Investments are considered to be Stage 3 assets and are subject to enforcement action. The carrying value of each Stage 3 investment has been calculated to reflect the net present value of the expected net proceeds from, and timing of, exit under a range of scenarios reflecting the latest indicators of realisable value, the cost of disposal (including enforcement action taken), and potential discount to valuation that a willing buyer may offer in the current market for a purchase out of the administration/receivership in an accelerated process with limited vendor warranties and indemnities.

 

 

 

5. Loans advanced (continued)

 

         (iii)          IFRS 9 - Impairment of Financial Assets

As discussed above, in recent years, the UK commercial property market has experienced a period of low transaction volumes, as buyers adjust their pricing in order to generate target returns in a higher interest rate environment with uncertain occupational demand in many sectors. Conversely, unless forced, sellers are inclined to hold properties where they can in the expectation of improved liquidity as the economic outlook stabilises. In this context, valuation and, therefore, the ECL for each investment has been recalculated based on the underlying property performance, third party bids on the underlying assets themselves, and property valuations together with any sales/marketing experience to date as discussed further below.

 

The internal credit rating of each loan as at 31 January 2026 has been reviewed. The remaining two loans which were identified as Stage 3 assets at 31 January 2025, have remained Stage 3 assets, with an ECL provision of £35,306,577 (31 January 2025: £38,133,279).

 

As at 31 January 2026

	Stage 1	Stage 2	Stage 3	Total
Principal advanced	-	-	41,982,017	41,982,017
Gross carrying value	-	-	53,520,113	53,520,113
Less ECL allowance(i)	-	-	(35,306,577)	(35,306,577)
	-	-	18,213,536	18,213,536

 

As at 31 July 2025 (Unaudited)

	Stage 1	Stage 2	Stage 3	Total (Unaudited)
Principal advanced	-	-	41,882,017	41,882,017
Gross carrying value	-	-	52,427,083	52,427,880
Less ECL allowance(i)	-	-	(31,962,011)	(31,962,011)
	-	-	20,465,072	20,465,869

 

As at 31 January 2025

	Stage 1	Stage 2	Stage 3	Total
Principal advanced	-	-	57,754,806	57,754,806
Gross carrying value	-	-	68,030,170	68,030,170
Less ECL allowance(i)	-	-	(38,133,279)	(38,133,279)
	-	-	29,896,891	29,896,891

 

Southport

The Southport hotel has been identified as a Stage 3 asset since 31 January 2023. Following an aborted sales process and a remarketing exercise, the hotel, which continues to generate positive EBITDA, is subject to a bid in excess of book value. In assessing the ECL as at 31 January 2026, the Investment Manager and the Board have, consistent with prior periods, considered a range of potential outcomes based on the current bid, other bids received and market advice and have adopted a probability weighted approach, discounting the resultant cashflows to the expected completion. The ECL provision increased by £1,554,580 in the year, which represents £546,083 of default interest, full provision for the working capital injection made during the year of £800,000 and an increase of £208,497 due to a valuation decline.

 

Affinity

As announced on 29 May 2025, the Company exchanged contracts to sell the property securing the Affinity loan. This sale completed in June 2025, and the Company received net consideration of £10.10 million, of which approximately £9.20 million was treated as net capital receipts from the sale (net of costs), and the balance of £0.90 million as a reduction of the credit loss expense.

 

 

 

5. Loans advanced (continued)

 

         (iii)          IFRS 9 - Impairment of Financial Assets

 

RoyaleLife

As previously reported, the companies holding the sites securing the RoyaleLife loan were placed into administration during 2023 to protect the assets from other creditor claims. The sites were sold into a new holding company structure at the end of 2024 and the Company's debt, together with that of its co-lenders, was restructured to facilitate the transaction. Consequently, the Company now participates in a fully cross collateralised loan to the new operating structure whilst retaining a claim against any proceeds arising from the ongoing administration of the old operating structure. The administrator ran a sales process prior to the restructure from which an institutionally backed offer for the entire platform was received, and heads of terms were agreed. Whilst the sale did not progress, the Investment Manager is continuing to support the new operator to rebrand and relaunch the sale of individual bungalow homes in order to retain optionality and maximise value for the lenders. The Investment Manager continues to work with the administrator to explore all avenues for recovery of losses against the original borrower platform.

 

The Board and Investment Manager consider there to be a material risk of loss and the loan was categorised as Stage 3 in July 2023, with the restructured loan remaining at Stage 3. In determining the ECL as at 31 January 2026 the Board and the Investment Manager have considered a range of third party guidance; and have adopted the same probability weighted approach and considered a range of outcomes linked to sale of the properties, and to the relaunch of the underlying business with an exit over time. The Board and the Investment Manager have also factored in the cost of ongoing working capital support to the portfolio alongside the recent tax rebates received following the original restructure of the loans.

 

The Company together with its co-lenders retain the rights, under the original loan, to any recoveries linked to the administration process and the bankruptcy proceedings against the previous beneficial owner. The Company is also party to a legal claim against the original valuer of the portfolio, as set out elsewhere in this report, albeit no value has been attached to any such claims.

 

A reconciliation of the ECL allowance is presented as follows:

 

Expected Credit Loss Allowances
	At 31 January 2025	ECL release from loan sale	ECL movement related to loan capital	ECL movement related to default interest	At 31 January 2026
	£	£	£	£	£
Affinity	(7,840,855)	8,117,209	-	(276,355)	-
Southport	(10,360,782)	-	(1,008,497)	(546,083)	(11,915,362)
RoyaleLife	(19,931,642)	-	(1,941,201)	(1,518,372)	(23,391,215)
	(38,133,279)	8,117,209	(2,949,698)	(2,340,810)	(35,306,577)

 

 

The carrying values of the remaining investments above contemplate sales in a difficult market and have been adjusted for expected credit losses, making allowance for the potential impact of sales out of receivership/administration on the properties' underlying liquidity and attractiveness to buyers, as well as the timeframe in which the Company is seeking to realise its investments.

 

The remaining loans are, or have been, subject to enforcement processes, which in some cases may deter certain potential buyers from bidding for the assets. Southport and RoyaleLife are secured against operating assets which brings additional complexity for buyers when compared to, say, single tenant investment properties and, in the case of RoyaleLife, operates in a new and emerging sector.

 

 

 

5.             Loans advanced (continued)

 

(iv)          IFRS 9 Impairment - Stress Analysis (continued)

 

 

The Investment Manager and the Board have considered the impact of a further 10%, 20% and 30% reduction in the underlying property values, broadly reflecting a one, two and three stage credit deterioration as previously presented, and recalculated its probability weighted valuations on this basis. The potential negative impact of these further declines in property values on the portfolio as a whole is set out below.

 

Stress test impact on Expected Credit Loss at 31 January 2026

	31 January 2026	31 January 2025
10% reduction in property value	£1,575,000	£2,933,000
20% reduction in property value	£3,150,542	£5,875,000
30% reduction in property value	£4,725,813	£8,817,000

 

All efforts continue to be made by the Investment Manager and the Board to crystalise the value in the remaining investments in a reasonable time frame in order to return capital to shareholders and proceed to the liquidation of the Company. However, as discussed above, in the current market many properties for sale are not receiving any bids, even where they are considered distressed, and the limited number of buyers active in the market are seeking out the maximum distress in order to achieve best relative value and maximise their potential returns. Accordingly, the timing of the final realisation of the Company's remaining assets cannot be predicted with certainty. The Board and Investment Manager have considered the impact of a delay in the realisation of the remaining loans. A 3 month delay would, at 31 January 2026, reduce the net present value of the cashflows arising by £2.5% (£450,000), whilst a 6 month delay would result in a 4.9% (£885,000) reduction in the net present value of the cashflows arising.

 

The current performance of each loan is discussed in the Investment Manager's report.

 

6. Trade and other receivables

 

	31 January 2026		31 January 2025
	£		£
Other receivables	41,437		41,179

 

The Company has management policies in place to ensure that all receivables are received within the credit time frame. The Directors consider that the carrying amount of all receivables approximates to their fair value.

 

7.  Cash and cash equivalents

Cash and cash equivalents comprise cash held by the Company and short-term bank deposits held with maturities of twelve months or less. The carrying amounts of these assets approximate their fair value.

 

The table below shows the Company's cash balances and the banks in which they are held:

 

	31 January 2026	31 January 2025
	£	£
Lloyds Bank International Limited	101,533	301,532
Barclays Bank plc	101,269	301,552
Butterfield Bank (Guernsey) Limited	206,610	301,877
Royal Bank of Scotland International Limited	2,483,711	2,295,240
	2,893,123	3,200,201

 

 

 

 

 

8. Trade and other payables

 

	31 January 2026		31 January 2025
	£		£
Investment Management fees (see Note 13)	98,908		39,831
Directors' remuneration (see Note 12)	12,500		31,250
Administration fees (see Note 13)	87,462		67,917
Audit fees (see note 14)	35,800		34,800
Other expenses	4,325		36,340
Other creditors	100,840		-
	339,835		210,138

 

Trade creditors comprise amounts payable to borrowers. The Company has management policies in place to ensure that all payables are paid within the credit time frame. The Directors consider that the carrying amount of all payables approximates to their fair value.

 

9. Earnings per share and Net Asset Value per share

 

Earnings per share

	1 February 2025 to		1 February 2024 to
	31 January 2026		31 January 2025
Loss for the year (£)	(2,415,650)		(3,295,995)
Weighted average number of Ordinary Shares in issue	121,302,779		121,302,779
Basic and diluted loss (pence)	(1.99)		(2.72)

 

The calculation of basic and diluted loss per share is based on the loss for the year and on the weighted average number of Ordinary Shares in issue in for the year ended 31 January 2026.

 

There are no dilutive shares in issue at 31 January 2026 (31 January 2025: none).

 

Net Asset Value per share

	31 January 2026		31 January 2025
NAV (£)	20,808,261		32,928,133
Number of Ordinary Shares in issue	121,302,779		121,302,779
NAV per share (pence)	17.15		27.15

 

The calculation of NAV per share is based on Net Asset Value and the number of Ordinary Shares in issue at the year end.

 

10. Share capital

 

The authorised share capital of the Company is represented by an unlimited number of Ordinary Shares with or without a par value which, upon issue, the Directors may designate as (a) Ordinary Shares; (b) B Shares; and (c) C Shares, in each case of such classes and denominated in such currencies as the Directors may determine.

 

	31 January 2026		31 January 2025
	Number of shares		Number of shares
Authorised
Ordinary Shares of no par value	Unlimited		Unlimited
B Shares of no par value	Unlimited		Unlimited
	Total No		Total No
Ordinary Shares	121,302,779		121,302,779

 

 

10. Share Capital (continued)

 

B Shares
B Shares issued July 2025	121,302,779		-
B Shares redeemed and cancelled July 2025	(121,302,779)		-
	-		-
	£		£
Share capital brought forward	64,650,361		64,650,361
Repaid in the year	(9,704,222)		-
Share capital carried forward	54,946,139		64,650,361

 

Dividends

Dividends are recognised by the Company in the quarterly NAV calculation following the declaration date. No dividends were declared or paid in respect of the period 1 February 2025 to 31 January 2026.

 

Following shareholder approval of proposed changes to the Company's Investment Objectives and Investment Policy which allows an orderly realisation of the Company's assets and return of capital to shareholders, the Board has made it clear that payment of quarterly dividends would continue only whilst it remained prudent to do so. 

 

Due to the enforcement actions which have taken place over the two remaining assets, trading levels have been reduced and accordingly levels of operating cashflow are projected to be significantly reduced.

 

The Company has a predictable cost base and the ability to hold back capital from future repayments to meet costs and preserve working capital over the medium to long-term. However, it is no longer considered appropriate to distribute a regular dividend.

 

Return of Capital

Return of Capital is recognised by the Company in the quarterly NAV calculation following the declaration date.

 

The Directors announced one Return of Capital in the period and returned a total amount of 8.00 pence per Ordinary Share to shareholders, being £9,704,222 in total based on the current number of Ordinary Shares in issue. This return of capital was effected by way of an issue of redeemable B Shares to existing shareholders pro rata to their shareholding on the record date set out below and the subsequent redemption of those B Shares.

 

	Return of Capital per share	Total Return of Capital
1 February 2025 to 31 January 2026	Pence	£
Return of Capital July 2025	8.00	9,704,222
	8.00	9,704,222

 

Rights attaching to Shares

The Company has a single class of Ordinary Shares which are not entitled to a fixed dividend. During the year ended 31 January 2026, the company had one issue of redeemable B shares which were redeemed on a Return of Capital payment to shareholders of the redeemable B shares.

 

At any General Meeting of the Company each Ordinary Shareholder is entitled to have one vote for each share held. The Ordinary Shares also have the right to receive all income attributable to those shares and participate in distributions made and such income shall be divided pari passu among the holders of Ordinary Shares in proportion to the number of Ordinary Shares held by them.

 

 

10. Share Capital (continued)

 

Rights attaching to Shares (continued)

The Company's Articles include a B Share mechanism for returning capital to Shareholders and following Shareholder approval on 14 January 2021, the Company has and will continue to utilise this mechanism in future. When the Board determines to return capital to Shareholders, the Company will issue B Shares, paid up out of

the Company's assets, to existing Shareholders pro rata to their holding of Ordinary Shares at the time of such issue. The amount paid up on the B Shares will be equal to the cash distribution to be made to Shareholders via the B Share mechanism. The B Shares shall be redeemable at the option of the Company following issue and the redemption proceeds (being equal to the amount paid up on such B Shares) paid to the holders of such B Shares

on such terms and in such manner as the Directors may from time to time determine. It is therefore expected that the B Shares will only ever be in issue for a short period of time and will be redeemed for cash shortly after their issue in order to make the return of capital to Shareholders.

 

It is intended that following each return of capital the Company will publish a revised estimated Net Asset Value and Net Asset Value per Ordinary Share based on the prevailing published amounts adjusted to take into account the return of capital.  The number of Ordinary Shares in issue will remain unchanged.

 

11. Risk Management Policies and Procedures

The Company through its investment in senior loans is exposed to a variety of financial risks, including market risk (including currency risk and interest rate risk), credit risk and liquidity risk. The Company's overall risk management procedures focus on the unpredictability of operational performance of the borrowers and on property fundamentals and seek to minimise potential adverse effects on the Company's financial performance.

 

The Directors are ultimately responsible for the overall risk management approach within the Company. The Directors have established procedures for monitoring and controlling risk.  The Company has investment guidelines that set out its overall business strategies, its tolerance for risk and its general risk management philosophy.

 

In addition, the Investment Manager monitors and measures the overall risk bearing capacity in relation to the aggregate risk exposure across all risk types and activities.  Further details regarding these policies are set out below:

 

Market risk

 

Market price risk

Market risk includes market price risk, currency risk and interest rate risk. If a borrower defaults on a loan and the real estate market enters a downturn it could materially and adversely affect the value of the collateral over which loans are secured. This risk is considered by the Board to be as a result of credit risk as it relates to the borrower defaulting on the loan.

 

The Company's overall market position is monitored by the Investment Manager and is reviewed by the Directors on an ongoing basis.

 

Currency risk

The Company's currency risk exposure is considered to be immaterial as all investments have been and will be made in Pounds Sterling.

 

Interest rate risk

Interest rate risk is the risk that the value of financial instruments and related income from cash and cash equivalents will fluctuate due to changes in market interest rates.

 

The majority of the Company's financial assets are loans advanced, which are at a fixed rate of interest, and cash and cash equivalents. 

 

 

 

 

11. Risk Management Policies and Procedures (continued)

 

Market risk (continued)

Interest rate risk (continued)

 

The following table shows the portfolio profile of the material financial assets as at 31 January 2026 and 31 January 2025:

 

	31 January 2026		31 January 2025
	£		£
Floating rate
Cash	2,893,123		3,200,201
Fixed rate
Loans advanced, net of ECL allowance	18,213,536		29,896,891
	21,106,659		33,097,092

The timing of interest payments on the loans advanced is summarised in the table on page 72.

Credit risk

Credit risk is the risk that a counterparty will be unable to pay amounts in full when due. The Company's main credit risk exposure are on the loans advanced, where the Company invests in secured senior debt, and in respect of monies held with banks.  

 

With respect to its loan portfolio the Company has adopted the Investment Manager's internal credit rating methodology to assess and monitor the creditworthiness of each loan and resultant credit risk, Probability of Default (PD), and Loss Given Default (LGD).

 

The model takes into account factors below such as:

 

·      financial risk of the borrower - considers the financial position of the borrower in general and considers LTV, ICR and amortisation profile/debt maturity;

·      property risk - where the property location, quality (specification, condition) and letting risk are considered;

·      income risk - the income risk category considers, tenant diversity, tenant credit quality and lease length ratio, sector diversity and geographical diversity; and

·      borrower/structure risk - where factors such as history of the borrower/sponsor, loan control (security package) and covenants are considered.

 

 

 

11. Risk Management Policies and Procedures (continued)

 

Credit risk (continued)

The credit rating methodology is dynamic and recognises the interplay between diversity and quality as a risk mitigant. The Company's current credit risk grading framework comprises the following categories and portfolio weightings:

 

Grade	Description	Maximum credit risk exposure 2026	Maximum credit risk exposure 2025
AAA, AA+	Virtually no risk	-	-
AA to  A	Low risk	-	-
BBB	Moderate risk	-	-
BB	Average risk	-	-
B	Acceptable risk	-	-
CCC+	Borderline Risk	-	-
CCC	Special Mention	-	-
CC	Substandard	-	-
D	Doubtful	53,520,113	68,030,170
D	Loss	-	-

 

The classification of loans for the purpose of considering expected credit loss are discussed in the company's accounting policies and in note 5 above, these include a deterioration in credit rating from the date of initial recognition and are not based solely on the absolute credit rating at a point in time.

 

The Company has previously used the Investment Manager's loss experience to benchmark investment performance and potential impairment for Stage 1 and Stage 2 assets under IFRS 9 considering expected loss given default. In the case of Stage 3 assets the Company considers the net realisable value of the underlying property security in determining expected credit loss.  The total exposure to credit risk arises from default of the loan counterparty and the carrying amounts of other financial assets best represent the maximum credit risk exposure at the year-end date, including the principal advanced on loans, interest outstanding on loans and cash and cash equivalents. As at 31 January 2026, the maximum credit risk exposure was £53,520,113 (31 January 2025: £68,030,170).

 

The Investment Manager has adopted procedures to reduce credit risk exposure through the inclusion of covenants in loans issued, along with conducting credit analysis of the counterparties, their business and reputation, which is monitored on an ongoing basis. The Investment Manager routinely analyses the profile of the Company's underlying risk in terms of exposure to significant tenants, reviewing market data and forecast economic trends to benchmark borrower performance and to assist in identifying potential future stress points.

 

Collateral held as security

Each loan is secured by a charge of commercial real estate property pledged by the borrower. To diversify credit risk the Company maintains its cash and cash equivalents across four (31 January 2024: four) different banking groups as shown below. In order to cover operational expenses, a working capital balance at Royal Bank of Scotland International Limited is maintained and monitored. This is subject to the Company's credit risk monitoring policies.

 

 

11. Risk Management Policies and Procedures (continued)

Credit risk (continued)

 

Collateral held as security (continued)

The table below shows the Company's cash balances and the credit rating for each counterparty:

 

	Rating	31 January 2026	31 January 2025
		£	£
Lloyds Bank International Limited	A	101,533	301,532
Barclays Bank plc	A	101,269	301,552
Butterfield Bank (Guernsey) Limited	BBB+	206,610	301,877
Royal Bank of Scotland International Limited	A-	2,483,711	2,295,240
		2,893,123	3,200,201

 

The carrying amount of these assets approximates their fair value.

 

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its liabilities as they fall due. The Company's loans advanced are illiquid and may be difficult or impossible to realise for cash at short notice.

The Company manages its liquidity risks through the regular preparation and monitoring of cash flow forecasts to ensure that it can meet its obligations as they fall due. The Company expects to meet its ongoing obligations though existing cash reserves.

Liquidity risks arise in respect of other financial liabilities of the Company due to counterparties. The Company's loan assets are all now past due and in default and the financial liabilities all have maturity dates within one year. An analysis of the maturity of financial assets classified as loans advanced is shown in the table below:

 

	Less than one year	Between one and five years	Total as at
			31 January 2026
	£	£	£
Southport - principal	16,600,000	-	16,600,000
Southport - interest and exit fees	490,356	-	490,356
RoyaleLife - principal	25,382,017	-	25,382,017
RoyaleLife - interest and exit fees	4,261,464	-	4,261,464
	46,733,837	-	46,733,837

 

	Less than one year	Between one and five years	Total as at
			31 January 2025
	£	£	£
Affinity - principal	16,572,789	-	16,572,789
Affinity - interest and exit fees	326,231	-	326,231
Southport - principal	15,800,000	-	15,800,000
Southport - interest and exit fees	490,356	-	490,356
RoyaleLife - principal	25,382,017	-	25,382,017
RoyaleLife - interest and exit fees	4,261,464	-	4,261,464
	62,832,857	-	62,832,857

 

 

 

 

11. Risk Management Policies and Procedures (continued)

Credit risk (continued)

 

Capital management policies and procedures

The Company's capital management objectives are to ensure that the Company will be able to continue to meet all of its liabilities as they fall due and to maximise the income and capital return to equity shareholders during the managed wind down.

The Board, with the assistance of the Investment Manager, monitors and reviews the broad structure of the Company's capital on an ongoing basis.

The Company has no externally imposed capital requirements. The Company's capital at the year-end comprised equity share capital and reserves.

 

12.  Related Party Transactions and Directors' Remuneration

Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the party in making financial or operational decisions.

 

In the opinion of the Directors, on the basis of shareholdings advised to them, the Company has no immediate or ultimate controlling party.

 

Directors

The Company Directors' fees for the year amounted to £90,000 (31 January 2025: £160,000) with outstanding fees of £12,500 due to the Directors at 31 January 2026 (31 January 2025: £31,250) (see Note 8).  

 

13.  Material Agreements

Investment Manager Agreement

Investment Management fees for the year amounted to £128,073 (31 January 2025: £183,236), of which £98,908 (31 January 2025: £39,831) was outstanding at the year-end (see Note 8).

 

The Investment Manager was entitled to a management fee at a rate equivalent to 0.5% per annum of the Net Asset Value paid quarterly in arrears based on the average Net Asset Value as at the last business day of each month in each relevant quarter.

 

The Investment Manager's agreement became effective from 25 November 2020 and shall continue thereafter unless terminated in accordance with the terms of the agreement. The Investment Manager's appointment cannot be terminated by the Company with less than 12 months' notice. The Company may terminate the Investment Management Agreement with immediate effect if the Investment Manager has committed any material, irremediable breach of the Investment Management Agreement or has committed a material breach and fails to remedy such breach within 30 days of receiving notice from the Company requiring it to do so; or the Investment Manager is no longer authorised and regulated by the FCA or is no longer permitted by the FCA to carry on any regulated activity necessary to perform its duties under the Investment Management Agreement.

 

The Investment Manager may terminate their appointment immediately if the Company has committed any material, irremediable breach of the Investment Management Agreement or has committed a material breach and fails to remedy such breach within 30 days of receiving notice from the Company requiring it to do so.

 

Administration Agreement

The Administrator has been appointed to provide day to day administration and company secretarial services to the Company, as set out in the Administration Agreement. Under the terms of the Administration Agreement, the Administrator is entitled to a fixed fee of £90,000 per annum for services such as administration, corporate secretarial services, corporate governance, regulatory compliance and stock exchange continuing obligations provided to the Company. The Administrator will also be entitled to an accounting fee charged on a time spent basis with a minimum fee of £40,000 per annum. Administration and accounting fees for the year amounted to £195,437 (31 January 2025: £177,256) of which £87,462 (31 January 2025: £67,917) was outstanding at the year end.

 

 

13.  Material Agreements (continued)

 

Registrar Agreement

The Registrar has been appointed to provide registration services to the Company and maintain the necessary books and records, as set out in the Registrar Agreement.

 

Under the terms of the Registrar Agreement, the Registrar is entitled to an annual fee from the Company equal to £1.78 per shareholder per annum or part thereof, subject to a minimum of £7,500 per annum. Other Registrar activities will be charged for in accordance with the Registrar's normal tariff as published from time to time.

 

Depositary Agreement

The Depositary has been appointed from 25 November 2020 to provide depositary services under the AIFMD to the Company, which include cash monitoring, asset verification and oversight, as set out in the Depositary Agreement.

 

Under the terms of the Depositary Agreement, the Depositary is entitled to a fixed fee from the Company of £25,000 per annum.

 

14. Auditor's Remuneration

Audit and non-audit fees payable to the auditors can be analysed as follows:

	31 January 2026			31 January 2025
	£			£
Audit fees for the Company	83,660			85,650
Total Audit fees	83,660			85,650

 

No non-audit fees were paid during the year (2025: nil).

 

15. Other Expenses

	31 January 2026		31 January 2025
	£		£
Broker fees	50,000		50,000
Administration fees	195,437		177,256
Regulatory fees	17,006		20,483
Listing fees	25,801		1,854
Legal and professional fees	19,051		20,489
Other expenses	61,080		82,284
	368,375		352,366

 

16.  Subsequent events

There are no material subsequent events noted after the reporting date.