Annual Financial Report and Notice of AGM

MANCHESTER AND LONDON INVESTMENT TRUST PLC (the “Company”)

ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED 31 JULY 2025 AND NOTICE OF 2025 AGM

The full Annual Report and Financial Statements for the year ended 31 July 2025 can be found on the Company’s website at www.mlcapman.com/manchester-london-investment-trust-plc.

STRATEGIC REPORT

Financial Summary

*  Key performance indicator see page 27 of the full Annual Report.

(i) NAV as at 31 July 2025 is calculated after accounting for £14,038,000 in respect of share buybacks during the year (2024: £nil).

(ii) Total return including dividends reinvested, as sourced from Bloomberg.

* Based on total expenses, excluding finance costs and certain non-recurring items for the year and average monthly NAV.

† Alternative performance measure. Details provided in the Glossary below.

CHAIRMAN’S STATEMENT

Introduction & Performance

Another year that broke through previous all-time highs and set new peaks. The performance for this financial year resulted in a NAV per Share total return of 33.6%. The Era of Ai continues, with haste. The conviction of the Manager and Board remains strong that the growth drivers of Ai have many years to run. The year in financial market terms can be summarised as a story of worries concerning inflation, slowing economies, geo-political tensions and tariffs, but yet the continuing dominance of mega capitalisation equities. An annual return that exceeds 30% is an exceptional year, but may I remind you that the annualised (total) return (dividends reinvested) in GBP for the Management Team since inception (September 2015) is over 17% per annum to the year end.

“ Men who can both be right and sit tight are uncommon.”

– Jesse Livermore, Reminiscences of a Stock Operator (1923).

Capital Returns, Buy Backs, Discounts, PDMRs & Dividends

At the year end, the Shares traded at a 13.7% discount to their NAV per Share, compared to a discount of 15.3% in 2024. This was despite the Company buying 1,844,039 shares into Treasury during the year. The Manager subjectively believes that buying back shares to close discounts is akin to “Canute commanding the tide” and that the discount will only close when 10-year Treasury yields are clearly on a downward path AND growth shares are back in vogue. We note that the other Investment Trust Companies that focus on investing in Technology are on similar, free float adjusted discounts.

In addition to the above mentioned Treasury Share Buy Backs, the Directors and the Managers bought a net total of 575,417 shares (at a cost of £4.0m) during the financial year. It is becoming apparent to most, that the UK listed fund market has an excess of supply over demand, and counter-logically, that any remaining demand is not flowing to the best performing funds. When events occur that go against market logic, then the culprit is normally bureaucracy and regulation.

Polar Capital Technology Trust has a ten-year annualised total return of greater than 22%, yet has traded at close to a double-digit discount for most of 2024 and 2025 whilst also buying back its own shares regularly. Could this paradoxical situation be because the UK wealth industry’s regulation is overly averse to volatile asset classes even though they have performed successfully? We are not alone in raising these questions. In her Mansion House speech (15 July 2025), Rachel Reeves strongly criticised post-financial crisis regulation for stifling business innovation. She warned that excessive regulation continues to “act as a boot on the neck of businesses, choking off the enterprise and innovation that is the lifeblood of growth.”

The Board notes that the aggregate proportion of the Company’s voting power held by the public (as that term is used in section 446 of the Corporation Tax Act 2010) is now close to the minimum 35% threshold. If the Company were to fall below this threshold, or otherwise fail to satisfy the HMRC investment trust regime (including the conditions in CTA 2010 s.1158), it would risk loss of its investment trust status, including loss of the exemption from UK corporation tax on chargeable gains and other adverse tax consequences, which could be detrimental to net asset value and shareholder returns. To ensure continued compliance with applicable UK tax, listing and company law requirements, including, without limitation, CTA 2010 s.446, the FCA Listing Rules, the HMRC investment trust regime and the Companies Act 2006, the Board has resolved that, with immediate effect:

• the Company will pause all further on-market share buybacks; and

• no further market purchases of the Company’s ordinary shares will be made by the Directors, PDMRs or by M&M Investment Company Limited and its associates (as defined in CTA 2010) until further notice.

The Board and the Company’s Manager are reviewing structural options that could, in due course, permit a resumption of buybacks while remaining compliant with the above frameworks. However, given the complexity of potential solutions (including interaction with the public ownership condition under CTA 2010 s.446, Listing Rules equal-treatment requirements, HMRC investment trust conditions and other legal constraints), the Board does not expect a near-term resolution. The Company will update shareholders in due course.

With these results, we have announced an ordinary Final dividend of 7.0 pence per Ordinary Share and a special Final dividend of 7.0 pence per Ordinary Share. This is the same level as the prior year for the ordinary (31 July 2024: 7.0 pence per Ordinary Share) but the special was declared before the year end, in April 2024 and paid on 1 August 2024.

Benchmark

Keen observers will have noted we have altered the illustration of our sector weightings in the Fund in our Factsheets and Annual Report from being shown relative to a benchmark to being shown purely on an absolute basis. We have also ceased to use the MSCI UK IMI Index (GBP) as our Benchmark. Both measures save money. We will notify Shareholders via our Factsheet if we initiate use of a new benchmark.

Board and Composition

We are committed to attracting the best talent that can lead and challenge the direction of the Company. The Manager and the Board invite any interested parties who believe they can add to the diversity of the Board and have some knowledge of Technology investment or operations to indicate their interest in becoming a non-executive director of the Company by emailing them at [email protected].

It was with great regret that we were informed of the death of Peter Stanley in February this year. Peter was appointed to the Board in 1997, and served as Chairman for over 18 years from November 2000 to 2019 when he stepped down from the Board. Such long service is rarely found in today’s corporate governance environment, but was highly appreciated, by the Company, and he will be greatly missed by all and, especially, Mark Sheppard.

Annual General Meeting

Our fifty-third Annual General Meeting (“AGM”) will be held virtually on 5 November 2025 at 12.00 noon.

We are aware that some shareholders prefer physical AGMs and, although they are materially more expensive, we do see some benefits in undertaking a physical/virtual hybrid every three or five years or so. We did consider having a physical AGM this year but, considering the outflows from the Fund via Treasury Share Buy Backs, such a time consuming exercise does not seem valid whilst interest rates remain high. If appropriate at the time, and the supply of shares sold to Treasury Share Buy Backs slows and interest rates come down materially, we will consider holding a physical AGM in 2026. It is our findings that getting stuff done or events organised in modern day Britain is increasingly frustrating, as Keir Starmer recently quipped, we have become too “comfortable with failure”.

The notice of AGM for 2025 will be provided to shareholders within this Annual Report and will also be available on the Company’s website. Detailed explanations on the formal business and the resolutions to be proposed at the AGM are contained within the Shareholder Information section of the Annual Report and Accounts as well as the Notice of AGM.

Environmental, Social and Governance Matters (“ESG”)

We continue to keep abreast of ESG developments and the Board assumes a supervisory role in this regard. The Manager is responsible for considering ESG factors in the investment process.

We are pleased to report that the management teams of our largest investments take their ESG obligations very seriously.

In FY25, 100% of Nvidia’s global electricity consumption was powered by or matched with renewable energy, a remarkable milestone.

Microsoft has committed to become carbon negative, water positive and zero waste by 2030 and has a target to halve its Scope 3 emissions from 2020 to 2030. Last year Microsoft contracted more carbon removal than all previous years combined.

The sources for these commitments can be found at:

https://images.nvidia.com/aem-dam/Solutions/documents/NVIDIA-Sustainability-Report-Fiscal-Year-2025.pdf

https://cdn-dynmedia-1.microsoft.com/is/content/microsoftcorp/microsoft/msc/documents/ presentations/CSR/2025-Microsoft-Environmental-Sustainability-Report.pdf

We welcome these initiatives.

The portfolio does not contain any stocks in the following sectors:

1. Energy and Fossil Fuels: The energy sector, particularly companies involved in fossil fuel extraction and production, has been criticized for its environmental impact due to greenhouse gas emissions, oil spills, and other pollution-related issues.

2. Mining and Metals: A body of ESG consultants have suggested that the mining sector has significant environmental impacts due to resource extraction, habitat disruption, and waste generation. Concerns also arise regarding labour practices and community displacement in some cases.

3. Tobacco: The tobacco industry is often seen as having negative social impacts due to health risks associated with smoking, marketing practices targeting vulnerable populations, and legal controversies.

4. Heavy Manufacturing: Industries such as heavy manufacturing and heavy chemicals might have higher environmental impacts due to emissions, waste production, and energy consumption.

5. Utilities: While the utilities sector is essential for providing energy, the environment

6. Agriculture: Certain agricultural practices, such as large-scale monoculture farming and excessive pesticide use, can have negative environmental consequences, impacting the agricultural sector’s ESG factors.

7. Fast Fashion: The fashion industry can have social and environmental issues related to labour practices, waste generation, and resource consumption.

As at 31 July 2025, the portfolio has a Sustainalytics Environment score of 81.6%* (2024: 81.8%) (where 50% is the median).

Outlook                                               

We look forward with excitement as the Era of Artificial Intelligence develops. This technology is so powerful it is quite possible that its growth can continue to overpower a challenging economic and political backdrop. Many sold their shares last year, believing that the Era of Ai was over. Many of you may be considering such a move today. With this in mind, may I remind you of the words of John Greenleaf Whittier: “For of all sad words of tongue or pen, the saddest are these: ‘It might have been.’”

Hence, the Board and the Manager will see the course of the Era of Ai, and be guided by the words of Alan Turing: “We can only see a short distance ahead, but we can see plenty there that needs to be done.”

Daniel Wright

Chairman

24 September 2025

*Source: Bloomberg. See Glossary below.

MANAGER’S REVIEW

Market Review

The twelve months under review delivered double-digit gains in tech-heavy indices, albeit with periods of significant volatility. H1 2025 was particularly turbulent, with the VIX briefly surpassing 50 amid tariff-related uncertainty, making positioning challenging and demanding vigilant exposure management. More recently, volatility has eased, and US indices have recorded a string of all-time highs, albeit with narrowing market breadth and a pronounced divergence in performance between Ai-driven leaders and the broader market. US corporate earnings have generally grown at a healthy pace, but the gains have been concentrated. A recent Goldman Sachs report noted that the “Mag 7” delivered 26% year-on-year earnings growth in Q2, compared to just 4% for the remaining 493 constituents of the S&P 500. Despite tariff uncertainty, US inflation data has continued to point to a gradual disinflationary trend, while most economic indicators have remained robust. Although there are recent signs of emerging weakness in the labour market, the overall US economic backdrop has remained broadly benign.

Technology Review

Despite continued scepticism from some quarters, the Ai theme has made exceptional progress over the past 12 months:

1. Adoption has accelerated sharply: as of April 2025, ChatGPT had surpassed 800 million users, up from 300 million at the end of 2024.

2. Monetisation is now firmly established: in July 2025 OpenAI reached $10 billion in annual recurring revenue.

3. Capabilities have advanced rapidly: Frontier models have continued to set new benchmark records across domains including coding, mathematics, and science. In December 2024, OpenAI launched o1, the first widely available reasoning model, and in April 2025 followed with o3, enabling the completion of complex, multi-step tasks with great proficiency. With o3 and features such as Deep Research, Ai became capable of producing sophisticated research reports to a PhD standard. Autonomous coding agents have also emerged, enabling companies like Microsoft to produce up to 30% of their code from Ai.

4. Infrastructure investment has surged: cloud capex is forecast to grow 56% year-on-year to $445 billion in 2025.

5. Inference demand has risen exponentially: Alphabet reported a 50x increase in tokens processed over the past year, with reasoning models proving up to 20x more compute- intensive than non-reasoning models.

6. Competition has intensified: new entrants such as xAi have joined the model race, amid a global battle for top Ai talent.

7. Efficiency gains have also been significant: hardware advances and model optimisations (such as those pioneered by Deepseek) have materially reduced inference and training costs. Improved efficiency is crucial for diffusion, enhancing application ROI and enabling adoption of the technology across a wider range of functions and processes

We have consistently outlined our roadmap for the Ai era as developing in four stages:

1. Infrastructure Build: the build out of the data centers needed for Ai.

2. Migration of Data to the Cloud: the migration and management of the data required to train the Ai models.

3. Launch of Applications using Ai: the existing and new applications we will use to harness the power of Ai.

4. The Future Use Applications: the new applications that we cannot envisage a use for now that will become wildly popular in the future.

Throughout 2024/2025, growth has remained concentrated in Stages 1 and 2, and the market performance of Ai enablers has reflected this. However, we are now beginning to see the first signs of Stage 3, particularly from OpenAI. From a market perspective, we expect Stage 3 to be defined by concerns over disruption to legacy business models alongside the emergence of Ai-native winners.

“ Ai is the most powerful technology humanity has ever created.”

– Sam Altman

Portfolio Review

The portfolio’s NAV per Share total return of 33.6% compared to a 17.4% return for the Nasdaq Composite (in GBP) and a 10.3% return for the Nasdaq 100 Technology subindex (in GBP).

The 3.0% increase in the value of Sterling against the US Dollar over the year was a headwind for performance due to the significant level of US Dollar exposure in the portfolio. Overall, we estimate that the loss in portfolio performance from Foreign Exchange was roughly 2.8%.

The Total Return of the portfolio broken down by sector* holdings in local currency (separating costs and foreign exchange) is shown below:

* Sector weightings have been determined using the primary sector classification assigned to each holding by a leading Ai model, based on an analysis of the company’s core business activities and industry focus.

Technology

The Technology sector delivered roughly 92.2% of the NAV per Share total return.

Material positive performers (>1% contribution to return) included Nvidia Corp, Microsoft Corp, Broadcom Inc and Arista Networks Inc. The only material negative contributor was ASML Holding NV.

The portfolio’s weighting to this sector (including options on a MTM basis) at the year end was 96.0% of the net assets (2024: 106.0%).

Consumer

The Consumer sector delivered roughly 0.9% of the NAV per Share total return.

There were no material negative nor material positive contributors.

The portfolio’s weighting to this sector (including options on a MTM basis) at year end was 3.3% of the net assets (2024: (0.1)%).

Financials

Financials delivered roughly 5.3% of the NAV per Share total return.

Robinhood Markets Inc was the only holding in this sector for the period.

The portfolio’s weighting to this sector (including options on a MTM basis) at year end was 3.2% of the net assets (2024: 0.0%).

Healthcare

The Healthcare sector delivered roughly minus 0.3% of the NAV per Share total return.

There were no material negative nor material positive contributors.

The portfolio’s weighting to this sector (including options on a MTM basis) at year end was 1.6% of the net assets (2024: 1.9%).

Other (including funds, ETFs and beta hedges)

Other holdings delivered roughly 1.9% of the NAV per Share total return.

There were no material negative nor material positive contributors.

The portfolio’s weighting to this sector (including options on a MTM basis) at year end was 3.2% of the net assets (2024: 2.3%). The largest holding in this sector at year end was Robo Global Robotics & Automation ETF.

Market Outlook

Inflation is expected to remain relatively muted, and anticipated interest rate cuts provide a constructive backdrop for future equity returns. Geopolitical risks between the US and China persist, and we expect ongoing uncertainty around global tariff rates.

We continue to believe our portfolio of long-duration assets is likely to be more sensitive to interest rate movements than to the effects of a mild recession. Furthermore, should rates fall below a certain threshold (around 2.75%-3.00%), we anticipate a rotation from money market funds into growth equities.

“ It has become appallingly obvious that our technology will exceed our humanity”.

– Albert Einstein

Market Risks

The primary challenges to equities remain inflation, recession, regulation, energy prices and war. The Fed’s preferred measure, the PCE price index, has fallen but history has seen reversals before. We are hopeful that over time productivity gains from Ai can assist in further reducing inflation. There is the possibility that countries that undertake material Ai investment such as the USA, will be rewarded with a decade or so of both productivity gains and relatively strong economic growth. Should that scenario be combined with contained geopolitical risks, then we could see a period of sustained stock market returns.

In the shorter term, recession risk is always a concern when the Fed has been adopting a “restrictive” stance which has the potential to slow the economy. Geopolitical risks, such as the conflict in Ukraine and US-Sino relations, also pose very material concerns. The US is also undergoing a generational shift in trade policy which, while potentially beneficial for the US in the long run, introduces heightened uncertainty in the short term. Global debt levels and persistent fiscal deficits remain a source of concern, and we continue to watch yields with great anxiety. China, Iran, N Korea and Russia all have a history of being bad actors that can cause numerous horrific events that could cause material downside for the markets. The companies in our portfolio have a material exposure to China and Taiwan, hence we have been active at various times in recent years at laying on hedges against this risk.

“ Adapt to reality; reality won’t adapt to your risk tolerance.”

– Warren Buffett

Technology Outlook

According to McKinsey, global demand for data center capacity could nearly quadruple by 2030 from 2023 levels (22% CAGR), supporting our expectation of continued growth for Ai infrastructure companies. The Nasdaq composite is projected to deliver above-market growth in 2026 with projected revenues and earnings progress of 9.0% and 16.3% respectively. Our portfolio holdings are forecast by Bloomberg estimates to see weighted average projected revenues and earnings progress of 19.9% and 26.4% respectively for their next financial year. Forecasts are mainly useless apart from providing some relative indications, hence the figures provided purely illustrate that our portfolio could be considered relatively faster growth. Within the technology sector, we anticipate a widening gap in performance between companies driving the Ai revolution and those likely to be disrupted by it.

“ Software is eating the world, but Ai is going to eat software.”

– Jensen Huang, 2017

AI Outlook

We expect continued progress in Ai capabilities over the next 12 months in both reasoning and autonomy, allowing Ai to complete longer and more complex tasks without human intervention. Greg Brockman of OpenAI recently remarked that we are only “scratching the surface” on post-training enhancements, suggesting substantial headroom remains to improve Ai performance. We have often mentioned Reinforcement learning (RL) as a possible path for Ai improvement. We also see the integration of autonomous coding capabilities into reasoning models as a major catalyst for Ai improvements in 2026.

On the consumer Ai side, we foresee greater personalisation via memorisation and deeper integration of Ai assistants into daily life. We expect OpenAI and other winners in the consumer space to generate significant revenue growth.

On the enterprise Ai side, we anticipate the continued migration of data and workflows to the cloud and the further adoption of autonomous Ai agents for function specific workflows. We expect continued efficiency gains from both hardware advances and model optimisations, further reducing the cost per unit of intelligence for Ai and improving the ROI for enterprise adopters.

Ai infrastructure buildout is expected to see double-digit data center capex growth in 2026. We also expect a continued reallocation of corporate budgets from Labour towards Ai, driving a further displacement of workers. Finally, we expect significant advances in robotics, especially in industrial robotics driven by an onshoring of manufacturing, industrial and assembly activities back to the USA.

“ It’ll be 10 times bigger than the Industrial Revolution – and maybe 10 times faster.”

– Demis Hassabis on our Ai future.

Concentration Risk

We always seek as diversified a portfolio as we can possibly construct but we must address the concentration risk within our portfolio. Our top two holdings – Microsoft, and Nvidia – represented around 65% of our NAV at the period end and our top 5 holdings represent about 83% of our portfolio. Sadly, we do believe the outstanding winners from the Ai era may, in time, be counted on the fingers of two hands. So what are we meant to do: diversify to dilute performance? Punish our winners for proving they are elite? We would not be surprised if, in a few years time, it will be seen that the most dangerous portfolio to hold from today was a widely diversified selection of legacy Software 1.0 stocks.

The logical conclusion to our concentration risk for shareholders that are Retail Investors is that our Fund should form part of a diversified portfolio. Please do not over-concentrate on our Fund if you cannot afford to bear potential loss. However, it is worth noting that according to two of the leading credit ratings agencies MSFT has a better credit rating than US sovereign debt.

May I remind you that the limits on portfolio concentration per our Investment Policy are as follows:

“No single holding will represent more than 20% of gross assets at the time of investment. In addition, the Company’s five largest holdings (by value) will not exceed (at the time of investment) more than 75% of gross assets.”

We do seek to achieve risk reduction in our approach, aiming to partially hedge specific risks that concern us (but hedging requires luck in its timing) and, in addition, by avoiding any holdings that give us nagging doubts.

“ Three-quarters of Warren Buffett’s equity portfolio are tied up in just 5 stocks.”

– CNBC headline August 2023.

Conclusion

The risks are varied, numerous and material but the Era of Ai has many years left to run. Ai offers investors a first-class ticket to what could be one of the most exciting investment and economic periods of the century. The alternative is an investment landscape in Europe blighted by an Orwellian, BureauStasi, Regulatory State.

Long the Future.

M&L Capital Management Limited

Manager

24 September 2025

Equity exposures and portfolio sector analysis

Equity exposures (longs)

As at 31 July 2025

* Sectors have been determined using the primary sector classification assigned to each holding by a leading Ai model, based on an analysis of the company’s core business activities and industry focus.

** Including equity swap exposures as detailed in note 13.

*** Including investment in the Morgan Stanley Sterling Liquidity fund valued at £3,225,000

Portfolio sector analysis (excluding options and short equity swap hedges)

As at 31 July 2025

PRINCIPAL PORTFOLIO EQUITY HOLDINGS

The positions described below have an Exposure that aggregates to 94.7% of Net Assets.

NVIDIA Corporation (“NVIDIA”)

NVIDIA is the global leader in chips for Ai training and inference, with a dominant position in the hardware and software ecosystem that underpins modern Ai development. Its CUDA platform has created a powerful moat, making it the foundation for most enterprise Ai workloads. Beyond accelerators, NVIDIA is also a leader in high-speed networking, enabling the massive scale required for hyperscale Ai clusters. Looking ahead, NVIDIA is expanding into areas such as robotics, digital twins, and autonomous systems, broadening its role as a key enabler of the Ai-driven economy.

Microsoft Corporation (“Microsoft”)

Microsoft is a global leader in enterprise software and cloud computing, with Azure now the second-largest public cloud platform worldwide. The company has taken a leading role in Ai adoption, embedding Copilot across Office, Windows, and Dynamics while positioning Azure as the infrastructure backbone for Ai workloads. Crucially, Microsoft holds a significant equity stake in OpenAI, widely seen as the frontrunner in foundation models and consumer Ai. This stake not only secures privileged access to cutting-edge technology but also represents a long-term source of strategic and financial value. With Ai integrated throughout its ecosystem and upside exposure to OpenAI, Microsoft is uniquely positioned to capture growth across both enterprise and consumer Ai markets.

Broadcom Inc. (“Broadcom”)

Broadcom designs and manufactures a wide range of semiconductor and infrastructure software products. One of its fastest-growing areas is Ai ASICs (application-specific integrated circuits), which deliver highly efficient performance for specialised Ai workloads in hyperscale data centres. Whilst NVIDIA’s GPUs remain the gold standard for general-purpose Ai training and inference we believe there is room for ASICs to capture share in more stable, niche workloads where efficiency and cost advantages matter most. Alongside its strength in networking chips, storage, and infrastructure software, Broadcom is a diversified enabler of the Ai infrastructure build-out.

Arista Networks Inc. (“Arista”)

Arista is a leader in high-performance networking solutions for cloud and enterprise data centres. Its portfolio of switches, routers, and software-defined networking tools is engineered for ultra- low latency and high throughput, critical in Ai-driven environments. With significant exposure to hyperscale cloud capex, Arista plays a central role in enabling the connectivity required for largescale Ai clusters and workloads.

Advanced Micro Devices Inc. (“AMD”)

AMD designs and manufactures CPUs, GPUs, and Ai accelerators for both consumer and enterprise markets. Historically, AMD has built credibility as a successful challenger to Intel in CPUs, gaining share through strong execution and innovation. It is applying the same strategy in Ai accelerators with its MI300 series. However, NVIDIA is a more formidable competitor in Ai, with a stronger performance lead and entrenched ecosystem advantages. Even so, AMD has the potential to establish itself as the clear number two provider of Ai accelerators, giving enterprises an important alternative to NVIDIA.

Synopsys Inc. (“Synopsys”)

Synopsys is a global leader in electronic design automation (EDA) software, enabling semiconductor companies to design, simulate, and verify advanced chips. EDA tools are mission-critical in the era of smaller and more complex semiconductors, with Synopsys benefitting from the secular growth of chip R&D. Increasingly, Synopsys is also embedding Ai into its own tools, accelerating chip design cycles and improving verification accuracy — creating a self-reinforcing link between Ai adoption and semiconductor innovation.

Robinhood Markets Inc. (“Robinhood”)

Robinhood operates a commission-free trading platform that has reshaped retail investing with its mobile-first experience. The company is broadening into a full financial ecosystem spanning savings, credit, and advisory. Robinhood is also leaning into Ai, with the potential to launch Ai- driven financial tools and personalised investment guidance for its large user base. In addition, Robinhood continues to innovate in areas such as tokenisation and prediction markets, which could open new categories of retail participation in financial services. This positions Robinhood as both a disruptive fintech and a future beneficiary of Ai adoption in finance.

Liberty Media Corp – Liberty Formula One (“Liberty Formula One”)

Liberty Formula One controls the commercial rights to Formula One, the world’s premier motorsport series. The business has benefitted from growing global viewership, deeper penetration in the US market, and robust sponsorship growth. Formula One also represents a structural play on the rising value of live experiences, as consumers increasingly prioritise premium events and entertainment. With strong media rights pricing power and an expanding fan base, Liberty Formula One is well positioned for long-term growth.

Dell Technologies Inc. (“Dell”)

Dell is a global provider of personal computers, servers, and enterprise infrastructure solutions. Recent quarters have seen strong demand for Ai-optimised servers, positioning Dell as a key supplier to enterprises building Ai capabilities. With deep customer relationships, scale in infrastructure, and a growing portfolio of Ai-ready hardware, Dell is evolving from a legacy PC brand into a strategic player in the Ai infrastructure build-out.

ASML Holding NV (“ASML”)

ASML is the sole supplier of advanced extreme ultraviolet (EUV) lithography machines, essential for producing the world’s most advanced semiconductors. Its near-monopoly in EUV lithography gives it a unique strategic position in the global semiconductor supply chain.

All Equity & Debt portfolio holdings

As at 31 July 2025

For an explanation of why we report exposures on a Delta Adjusted basis please read our FAQ at https://mlcapman.com/faq/

Investment record of the last ten years

* Basic and fully diluted.

Business model

The Company is an investment company as defined by Section 833 of the Companies Act 2006 and operates as an investment trust in accordance with Section 1158 of the Corporation Tax Act 2010.

The Company is also governed by the Listing Rules and the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority (the “FCA”) and is listed on the Closed-ended investment funds Category of the London Stock Exchange.

A review of investment activities for the year ended 31 July 2025 is detailed in the Manager’s review above.

Investment objective

The investment objective of the Company is to achieve capital appreciation.

Investment policy

Asset allocation

The Company’s investment objective is sought to be achieved through a policy of actively investing in a diversified portfolio, comprising any of global equities and/or fixed interest securities and/or derivatives.

The Company may invest in derivatives, money market instruments, currency instruments, contracts for differences (“CFDs”), futures, forwards and options for the purposes of (i) holding investments and (ii) hedging positions against movements in, for example, equity markets, currencies and interest rates.

The Company seeks investment exposure to companies whose shares are listed, quoted or admitted to trading. However, it may invest up to 10% of gross assets (at the time of investment) in the equities and/or fixed interest securities of companies whose shares are not listed, quoted or admitted to trading.

Risk diversification

The Company intends to maintain a diversified portfolio and it is expected that the portfolio will have between approximately 20 to 100 holdings. No single holding will represent more than 20% of gross assets at the time of investment. In addition, the Company’s five largest holdings (by value) will not exceed (at the time of investment) more than 75% of gross assets.

Although there are no restrictions on the constituents of the Company’s portfolio by geography, industry sector or asset class, it is intended that the Company will hold investments across a number of geographies and industry sectors. During periods in which changes in economic, political or market conditions or other factors so warrant, the Manager may reduce the Company’s exposure to one or more asset classes and increase the Company’s position in cash and/or money market instruments.

The Company will not invest more than 15% of its total assets in other listed closed ended investment funds. However, the Company may invest up to 50% of gross assets (at the time of investment) in an investment company subsidiary, subject always to the other restrictions set out in this investment policy and the Listing Rules.

Gearing

The Company may borrow to gear the Company’s returns when the Manager believes it is in Shareholders’ interests to do so. The Company’s Articles of Association (“Articles”) restrict the level of borrowings that the Company may incur up to a sum equal to two times the net asset value of the Company as shown by the then latest audited balance sheet of the Company.

The effect of gearing may be achieved without borrowing by investing in a range of different types of investments including derivatives. Save with the approval of Shareholders, the Company will not enter into any investments which have the effect of increasing the Company’s net gearing beyond the limit on borrowings stated in the Articles.

General

In addition to the above, the Company will observe the investment restrictions imposed from time to time by the Listing Rules which are applicable to investment companies with shares listed on the Official List of the FCA.

No material change will be made to the investment policy without the approval of Shareholders by ordinary resolution.

In the event of any breach of the investment restrictions applicable to the Company, Shareholders will be informed of the remedial actions to be taken by the Board and the Manager by an announcement issued through a regulatory information service approved by the FCA.

Investment Strategy and Style

The fund’s portfolio is constructed with flexibility but is primarily focused on stocks that exhibit the attributes of growth. The fund is often classified by others as a Global Growth Fund.

Target Benchmark

Under UKLR 11 for closed-ended investment funds, there’s no requirement for the Company to adopt a performance benchmark.

Investments for the portfolio are not selected from constituents of any single index and the Company does not use any individual benchmark to assess performance.

We are tired of being expensively charged by benchmark providers so we have cancelled all services we received from our previous benchmark provider.

The Company is a technology focused fund and there are a huge number of digital financial data providers that allow shareholders to assess the performance of the Company on a Share Price and/or Net asset value per share basis against whichever benchmark the shareholder thinks is the best and many allow this for free.

Providing charts and data against benchmarks heralds back to the digital dark ages when such information was not ubiquitously free.

Environmental, Social, Community and Governance

The Company considers that it does not fall within the scope of the Modern Slavery Act 2015 and it is not, therefore, obliged to make a slavery and human trafficking statement. In any event, the Company considers its supply chains to be of low risk as its suppliers are typically professional advisers.

In its oversight of the Manager and the Company’s other service providers, the Board seeks assurances that they have regard to the benefits of diversity and promote these within their respective organisations. The Company has given discretionary voting powers to the Manager. The Manager votes against resolutions they consider may damage Shareholders’ rights or economic interests and reports their actions to the Board. The Company believes it is in the Shareholders’ interests to consider environmental, social, community and governance factors when selecting and retaining investments and has asked the Manager to take these issues into account. The Manager does not exclude companies from their investment universe purely on the grounds of these factors but adopts a positive approach towards companies which promote these factors. The portfolio’s Sustainalytics Environmental Percentile was 81.6% as at 31 July 2025 (2024: 81.8%).

The Company notes the Task Force on Climate-related Financial Disclosures (‘TCFD’) reporting recommendations. However, as a listed investment company, the Company is not subject to the Listing Rule requirement to report against the framework. The Company fully recognises the impact climate change has on the environment and society, and information on the Manager’s endeavours on ESG can be found above. The Manager continues to work with the investee companies to raise awareness on climate change risks, carbon emission and energy efficiency.

Stakeholder Engagement

The Company’s s172 Statement can be found in the Corporate Governance Statement on pages 45 and 46 of the full Annual Report and is incorporated into this Strategic Report by reference.

Dividend policy

The Company may declare dividends as justified by funds available for distribution. The Company will not retain in respect of any accounting period an amount which is greater than 15% of net revenue in that period.

Recurring income from dividends on underlying holdings is paid out as ordinary dividends.

Results and dividends

The results for the year are set out in the Statement of Comprehensive Income and in the Statement of Changes in Equity below.

For the year ended 31 July 2025, the net revenue loss attributable to Shareholders was £609,000 (2024: return £570,000) and the net capital return attributable to Shareholders was £101,968,000 (2024: £120,590,000). Total Shareholders’ funds increased by 23.7% to £413,128,000 (2024: £334,099,000).

The dividends paid/proposed by the Board for 2024 and 2025 are set out below:

Subject to the approval of Shareholders at the forthcoming AGM, the proposed final ordinary dividend and proposed Special dividend will be payable on 7 November 2025 to Shareholders on the register at the close of business on 3 October 2025. The ex-dividend date will be 2 October 2025.

Further details of the dividends paid in respect of the years ended 31 July 2025 and 31 July 2024 are set out in note 7 below.

Principal risks and uncertainties

The Board considers that the following are the principal risks and uncertainties facing the Company. The actions taken to manage each of these are set out below. If one or more of these risks materialised, it could potentially have a significant impact upon the Company’s ability to achieve its investment objective. These risks are formalised within the risk matrix maintained by the Company’s Manager.

In addition to the above, the Board considers the following to be the principal financial risks associated with investing in the Company: market risk, interest rate risk, liquidity risk, currency rate risk and credit and counterparty risk. An explanation of these risks and how they are managed along with the Company’s capital management policies are contained in note 16 of the Financial Statements below.

The Board, through the Audit Committee, has undertaken a robust assessment and review of all the risks stated above and in note 16 of the Financial Statements, together with a review of any emerging or new risks which may have arisen during the year, including those that would threaten the Company’s business model, future performance, solvency or liquidity.

In accordance with guidance issued to directors of listed companies, the Directors confirm that they have carried out a review of the effectiveness of the systems of internal financial control during the year ended 31 July 2025, as set out on pages 43 and 44 of the full Annual Report. There were no matters arising from this review that required further investigation and no significant failings or weaknesses were identified.

Further discussion about risk considerations can be found in the Company’s latest prospectus available at https://mlcapman.com/manchester-london-investment- trust-plc/

Year-end gearing

At the year end, gross long equity exposure represented 108.4% (2024: 112.3%) of net assets.

Key performance indicators

Key measures by which the Board judges the success of the Company are the Share price, the NAV per Share and the ongoing charges measure.

Total net assets at 31 July 2025 amounted to £413,128,000 compared with £334,099,000 at 31 July 2024, an increase of 23.7%, whilst the fully diluted NAV per Share increased to 1,077.29p from 831.24p. During the year, 1,844,039 Ordinary Shares were bought back and held in treasury. Net revenue return after taxation for the year was a negative £609,000 (2024: positive £570,000).

The quoted Share price during the period under review has ranged from a discount of 12.34% to 24.92%.

Ongoing charges, which are set out above, are a measure of the total expenses (including those charged to capital) expressed as a percentage of the average net assets over the year. The Board regularly reviews the ongoing charges measure and monitors Company expenses.

Future development

The Board and the Manager do not currently foresee any material changes to the business of the Company in the near future. As the majority of the Company’s equity investments are denominated in US Dollar, any currency volatility may have an impact (either positive or negative) on the Company’s NAV per Share, which is denominated in Sterling.

Management arrangements

Under the terms of the management agreement, MLCM manages the Company’s portfolio in accordance with the investment policy determined by the Board. The management agreement has a termination period of three months. In line with the management agreement, the Manager receives a tiered portfolio management fee. Details of the fee arrangements and the fees paid to the Manager during the year are disclosed in note 3 to the Financial Statements.

The Manager is authorised and regulated by the FCA.

M&M Investment Company Limited (“MMIC”), which is controlled by Mr Mark Sheppard who forms part of the Manager’s management team, is the controlling Shareholder of the Company. Further details regarding this are set out in the Directors’ Report below.

Alternative Investment Fund Managers Directive (the “AIFMD”)

The Company permanently exceeded the sub-threshold limit under the AIFMD in 2017 and MLCM was appointed as the Company’s AIFM with effect from 17 January 2018. Following their appointment as the AIFM, MLCM receives an annual risk management and valuation fee of £59,000 to undertake its duties as the AIFM in addition to the portfolio management fees set out above.

The AIFMD requires certain information to be made available to investors before they invest and requires that material changes to this information be disclosed in the Annual Report.

Remuneration

In the year to 31 July 2025, the total remuneration paid to the employees of the Manager was £629,000 (2024: £460,000), payable to an average employee number throughout the year of four (2024: three).

The management of MLCM is undertaken by Mr Mark Sheppard and Mr Richard Morgan, to whom a combined total of £530,000 (2024: £421,000) was paid by the Manager during the year.

The remuneration policy of the Manager is to pay fixed annual salaries, with non-guaranteed bonuses, dependent upon performance only. These bonuses are generally paid in the Company’s Shares, released over a five-year period.

Leverage

The leverage policy has been approved by the Company and the AIFM. The policy limits the leverage ratio that can be deployed by the Company at any one time to 275% (gross method) and 250% (commitment method). This includes any gearing created by its investment policy. This is a maximum figure as required for disclosure by the AIFMD regulation and not necessarily the amount of leverage that is actually used. The leverage ratio as at 31 July 2025 measured by the gross method was 120.2% and that measured by the commitment method was 111%.

Leverage is defined in the Glossary below.

Risk profile

The risk profile of the Company as measured through the Summary Risk Indicator (“SRI”) score, is currently at a 6 on a scale of 1 to 7 as at 31 July 2025 (31 July 2024: 6). This score is calculated on past performance data using prescribed PRIIPS methodology. Liquidity, counterparty and currency risks are not captured on the scale. The Manager will periodically disclose the current risk profile of the Company to investors. The Company will make this disclosure on its website at the same time as it makes its Annual Report and Financial Statements available to investors or more frequently at its discretion.

For further information on SRI – including key risk disclaimers – please read the Fund Key Information Document available at https://mlcapman.com/manchester-london-investment-trust-plc/

Liquidity arrangements

The Company currently holds no assets that are subject to special arrangements arising from their illiquid nature. If applicable, the Company would disclose the percentage of its assets subject to such arrangements on its website at the same time as it makes its Annual Report and Financial Statements available to investors, or more frequently at its discretion.

Continuing appointment of the Manager

The Board keeps the performance of MLCM, in its capacity as the Company’s Manager, under continual review. It has noted the good long-term performance record and commitment, quality and continuity of the team employed by the Manager. As a result, the Board concluded that it is in the best interests of the Shareholders as a whole that the appointment of the Manager on the agreed terms should continue.

Human rights, employee, social and community issues

The Board consists entirely of non-executive Directors. The Company has no employees and day-today management of the business is delegated to the Manager and other service providers. As an investment trust, the Company has no direct impact on the community or the environment, and as such has no human rights or community policies. In carrying out its investment activities and in relationships with suppliers, the Company aims to conduct itself responsibly, ethically and fairly. Further details of the Environmental, Social and Governance policy can be found in the Statement of Corporate Governance on pages 44 and 45 of the full Annual Report. Details of the Company’s Board composition and related diversity considerations can be found in the Statement of Corporate Governance on page 40 of the full Annual Report.

Gender diversity

At 31 July 2025, the Board comprised four male Directors. As stated in the Statement of Corporate Governance, the appointment of any new Director is made on the basis of merit.

Approval

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

Daniel Wright

Chairman

24 September 2025

DIRECTORS

The current Directors of the Company are:

Daniel Wright (Chairman of the Board)

Brett Miller

Sir James Waterlow

Daren Morris (Chairman of the Audit Committee and Senior Independent Director)

All the Directors are non-executive. Mr Morris, Sir James Waterlow and Mr Wright are independent of the Company’s Manager

EXTRACTS FROM THE DIRECTORS’ REPORT

Share capital

As at 31 July 2025, the Company’s issued share capital comprised 40,528,238 Shares of 25 pence each (total nominal value £10,132,059.50), of which 2,179,259 (5.37%) were held in Treasury.

At general meetings of the Company, Shareholders are entitled to one vote on a show of hands and on a poll, to one vote for every Share held. Shares held in Treasury do not carry voting rights.

In circumstances where Chapter 11 of the Listing Rules would require a proposed transaction to be approved by Shareholders, the controlling Shareholder (see page 34 of the full Annual Report for further details) shall not vote its Shares on that resolution. In addition, any Director of the Company appointed by MMIC, the controlling Shareholder, shall not vote on any matter where conflicted and the Directors will act independently from MMIC and have due regard to their fiduciary duties.

Issue of Shares

At the Annual General Meeting held on 6 November 2024, Shareholders approved the Board’s proposal to authorise the Company to allot Shares up to an aggregate nominal amount of £2,507,938. In addition, the Directors were authorised to issue Shares and sell Shares from Treasury up to an aggregate nominal value of £1,003,175 on a non-pre-emptive basis. This authority is due to expire at the Company’s forthcoming AGM on 5 November 2025.

There were no share issues during the year.

As at the latest practicable date of 17 September 2025, the total voting rights were 38,024,587.

Purchase of Shares

At the Annual General Meeting held on 6 November 2024, Shareholders approved the Board’s proposal to authorise the Company to acquire up to 14.99% of its issued Share capital (excluding Treasury Shares) amounting to 6,015,040 Shares. This authority is due to expire at the Company’s forthcoming AGM on 5 November 2025. Since September 2021, the highest price the Company has paid for shares held in Treasury was 928 pence. The average cost per share of the shares held in Treasury was 744 pence. As at 31 July 2025, the share price was 930 pence.

During the year, 1,844,039 Shares have been bought back and at 31 July 2025 there were 40,528,238 Shares in issue of which 2,179,259 were held in treasury. After the year end, 324,392 shares were bought back into Treasury, at an average price of 883p, increasing the number of shares held in Treasury to 2,503,651.

Sale of Shares from Treasury

At the Annual General Meeting held on 6 November 2024, Shareholders approved the Board’s proposal to authorise the Company to waive pre-emption rights in respect of Treasury Shares up to an aggregate amount of £1,003,175 and to permit the allotment or sale of Shares from Treasury at a discount to a price at or above the prevailing NAV. This authority is due to expire at the Company’s forthcoming AGM on 5 November 2025.

No Shares were sold from Treasury during the year. As at the latest practicable date of 17 September 2025, 2,503,651 Shares are held in Treasury.

Going concern

The Directors consider that it is appropriate to adopt the going concern basis in preparing the Financial Statements. After making enquiries, and considering the nature of the Company’s business and assets, the Directors consider that the Company has adequate resources to continue in operational existence for the foreseeable future. In arriving at this conclusion, the Directors have considered the liquidity of the portfolio and the Company’s ability to meet obligations as they fall due for a period of at least 12 months from the date that these Financial Statements were approved.

Cashflow projections have been reviewed and provide evidence that the Company has sufficient funds to meet both its contracted expenditure and its discretionary cash outflows in the form of the dividend policy. Additionally, Value at Risk scenario analyses to demonstrate that the company has sufficient capital headroom to withstand market volatility are performed periodically.

Viability statement

The Directors have assessed the prospects of the Company over a five-year period. The Directors consider five years to be a reasonable time horizon to consider the continuing viability of the Company, however they also consider viability for the longer-term foreseeable future.

In their assessment of the viability of the Company, the Directors have considered each of the Company’s principal risks and uncertainties as set out in the Strategic Report above and in particular, have considered the potential impact of a significant fall in global equity markets on the value of the Company’s investment portfolio overall. The Directors have also considered the Company’s income and expenditure projections and the fact that the Company’s investments mainly comprise readily realisable securities which could be sold to meet funding requirements if necessary. On that basis, the Board considers that five years is an appropriate time period to assess continuing viability of the Company.

In forming their assessment of viability, the Directors have also considered:

• internal processes for monitoring costs;

• expected levels of investment income;

• the performance of the Manager;

• portfolio risk profile;

• liquidity risk;

• gearing limits;

• counterparty exposure; and

• financial controls and procedures operated by the Company.

The Board is satisfied with the ongoing services provided to the Company by its service providers.

Based upon these considerations, the Directors have concluded that there is a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the five-year period.

By order of the Board

MUFG Corporate Governance Limited

Company Secretary

24 September 2025

STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RELATION TO THE ANNUAL REPORT AND FINANCIAL STATEMENTS

The Directors are responsible for preparing the Company’s Annual Report and Financial Statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare Financial Statements for each financial period. Under that law, the directors are required to prepare the group financial statements in accordance with United Kingdom adopted international accounting standards. Under Company law, the Directors must not approve the Financial Statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

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

• select suitable accounting policies in accordance with IAS 8 ‘Accounting Policies, Changes in Accounting Estimates and Errors’ and then apply them consistently;

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

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

• state that the Company has complied with IFRS, subject to any material departures disclosed and explained in the Financial Statements;

• make judgements and estimates that are reasonable and prudent; and

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

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

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

The Financial Statements are published on the Company’s website, www.mlcapman.com/manchester-london-investment-trust-plc, which is maintained on behalf of the Company by the Manager. The Manager has agreed to maintain, host, manage and operate the Company’s website and to ensure that it is accurate and up-to-date and operated in accordance with applicable law. The work carried out by the Auditor does not involve consideration of the maintenance and integrity of this website and accordingly, the Auditor accepts no responsibility for any changes that have occurred to the Financial Statements since they were initially presented on the website. Visitors to the website need to be aware that legislation in the United Kingdom covering the preparation and dissemination of the Financial Statements may differ from legislation in their jurisdiction.

We confirm that to the best of our knowledge:

i. the Financial Statements, prepared in accordance with the IFRS, give a true and fair view of the assets, liabilities, financial position and profit of the Company; and

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

The Directors consider that the Annual Report and Financial Statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for Shareholders to assess the Company’s position and performance, business model and strategy.

On behalf of the Board

Daniel Wright

Chairman

24 September 2025

NON-STATUTORY ACCOUNTS

The financial information set out below does not constitute the Company’s statutory accounts for the years ended 31 July 2025 and 31 July 2024 but is derived from those accounts. Statutory accounts for the year ended 31 July 2024 have been delivered to the Registrar of Companies and statutory accounts for the year ended 31 July 2025 will be delivered to the Registrar of Companies in due course. The Auditor has reported on those accounts; their report was (i) unqualified, (ii) did not include a reference to any matters to which the Auditor drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006. The text of the Auditor’s report can be found on pages 58 to 67 of the Company’s full Annual Report at www.mlcapman.com/manchester-london-investment-trust-plc.

STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 July 2025

The total column of this statement is the Income Statement of the Company prepared in accordance with United Kingdom adopted international accounting standards in conformity with the requirements of the Companies Act 2006. The supplementary revenue return and capital return columns are presented in accordance with the Statement of Recommended Practice issued by the Association of Investment Companies (“AIC SORP”).

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

There is no other comprehensive income, and therefore the return for the year after tax is also the total comprehensive income.

STATEMENT OF CHANGES IN EQUITY

For the year ended 31 July 2025

* Within the balance of the capital reserve, £70,651,000 relates to realised gains (2024: £50,175,000). Realised gains are distributable by way of a dividend. The remaining £242,928,000 relates to unrealised gains on financial instruments (2024: £161,436,000) and is non-distributable.

** Fully distributable

STATEMENT OF FINANCIAL POSITION

As at 31 July 2025

The Financial Statements on pages 70 to 90 of the full Annual Report were approved by the Board of Directors and authorised for issue on 24 September 2025 and are signed on its behalf by:

Daniel Wright

Chairman

Manchester and London Investment Trust Public Limited Company

Company Number: 01009550

STATEMENT OF CASH FLOWS

For the year ended 31 July 2025

The notes below form part of these Financial Statements.

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

For the year ended 31 July 2025

1. General information and accounting policies

Manchester and London Investment Trust plc is a public limited company incorporated in the UK and registered in England and Wales. The principal activity of the Company is that of an investment trust company within the meaning of Sections 1158/1159 of the Corporation Tax Act 2010 and its investment approach is detailed in the Strategic Report.

The Company’s Financial Statements have been prepared in accordance with United Kingdom adopted international accounting standards in conformity with the requirements of the Companies Act 2006. The Financial Statements have also been prepared in accordance with the AIC SORP for the financial statements of investment trust companies and venture capital trusts.

Basis of preparation

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

The Financial Statements are presented in Sterling, which is the Company’s functional currency as the UK is the primary environment in which it operates, rounded to the nearest £’000, except where otherwise indicated.

Going concern

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

The Directors have made an assessment of the Company’s ability to continue as a going concern and are satisfied that the Company has adequate resources to continue in operational existence for a period of at least 12 months from the date when these financial statements were approved.

In making the assessment, the Directors of the Company have considered the likely impacts of international and economic uncertainties on the Company, operations and the investment portfolio. These include, but are not limited to, the impact of another pandemic, the war in Ukraine, political instability across Europe, supply shortages and inflationary pressures.

The Directors noted that the Company, with the current cash balance and holding a portfolio of listed investments, is able to meet the obligations of the Company as they fall due. The current cash balance, enables the Company to meet any funding requirements and finance future additional investments. The Company is a closed-end fund, where assets are not required to be liquidated to meet day to day redemptions.

The Directors have completed stress tests assessing the impact of changes in market value and income with associated cash flows. In making this assessment, they have considered plausible downside scenarios. The conclusion was that in a plausible downside scenario the Company could continue to meet its liabilities. Whilst the economic future is uncertain, and the Directors believe that it is possible the Company could experience further reductions in income and/or market value, the opinion of the Directors is that this should not be to a level which would threaten the Company’s ability to continue as a going concern.

The Directors, the Manager and other service providers have put in place contingency plans to minimise disruption. Furthermore, the Directors are not aware of any material uncertainties that may cast significant doubt on the Company’s ability to continue as a going concern, having taken into account the liquidity of the Company’s investment portfolio and the Company’s financial position in respect of its cash flows, borrowing facilities and investment commitments (of which there are none of significance). Therefore, the financial statements have been prepared on the going concern basis.

Segmental reporting

The Directors are of the opinion that the Company is engaged in a single segment of business, being investment business. The Company primarily invests in companies listed on recognised international exchanges.

Accounting developments

In the year under review, the Company has applied amendments to IFRS issued by the IASB adopted in conformity with United Kingdom adopted international accounting standards. These include annual improvements to IFRS, changes in standards, legislative and regulatory amendments, changes in disclosure and presentation requirements. This incorporated:

• Classification of liabilities as current or non-current (Amendments to IAS 1);
• Non-current liabilities with Covenants (Amendments to IAS 1;
• Supplier Finance Arrangements – Amendments to IAS 7 and IFRS 7; and

The adoption of the changes to accounting standards has had no material impact on these or prior years’ financial statements. These are amendments to IAS/IFRS that are not yet mandatorily effective:

• Lack of Exchangeability (Amendments to IAS 21). The amendments contain guidance to specify when a currency is exchangeable and how to determine the exchange rate when it is not;
• Classification and Measurement of Financial Instruments (Amendments to IFRS 7 and IFRS 9). The amendments address matters identified during the post-implementation review of the classification and measurement requirements of IFRS 9 Financial Instruments; and
• Presentation and Disclosures in Financial Statements (IFRS 18). New presentation requirements for the classification of income and expenses and enhanced disclosures regarding management-defined performance indicators.
• Annual improvements to IFRS Standards.

The Directors do not anticipate the adoption of these will have a material impact on the financial statements.

Critical accounting judgements and key sources of estimation uncertainty

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

There were no significant accounting estimates or critical accounting judgements in the year.

Investments

Investments are measured initially, and at subsequent reporting dates, at fair value through profit and loss, and derecognised at trade date where a purchase or sale is under a contract whose terms require delivery within the timeframe of the relevant market. For listed equity investments, this is deemed to be closing prices.

Changes in fair value of investments are recognised in the Statement of Comprehensive Income as a capital item. On disposal, realised gains and losses are also recognised in the Statement of Comprehensive Income as capital items.

All investments for which fair value is measured or disclosed in the Financial Statements are categorised within the fair value hierarchy in note 9.

Financial instruments

The Company may use a variety of derivative instruments, including equity swaps (also referred to as contracts for differences), futures, forwards and options under master agreements with the Company’s derivative counterparties to enable the Company to gain long and short exposure on individual securities.

The Company recognises financial assets and financial liabilities when it becomes a party to the contractual provisions of the instrument. Listed options and futures contracts are recognised at fair value through profit or loss valued by reference to the underlying market value of the corresponding security, traded prices and/or third party information.

Notional dividend income arising on long positions is recognised in the Statement of Comprehensive Income as revenue. Interest expenses on open long positions are allocated to capital. All remaining interest or financing charges on derivative contracts are allocated to the revenue account.

Unrealised changes to the value of securities in relation to derivatives are recognised in the Statement of Comprehensive Income as capital items.

Foreign currency

Transactions denominated in foreign currencies are converted to Sterling at the actual exchange rate as at the date of the transaction. Monetary assets and liabilities and non-monetary assets held at fair value denominated in foreign currencies at the year end are translated at the Statement of Financial Position date. Any gain or loss arising from a change in exchange rate subsequent to the date of the transaction is included as an exchange gain or loss in the capital reserve or the revenue account depending on whether the gain or loss is capital or revenue in nature.

Cash and cash equivalents

Cash comprises cash in hand and overdrafts. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value.

For the purposes of the Statement of Financial Position and the Statement of Cash Flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts when applicable.

Cash held in margin/collateral accounts at the Company’s brokers is presented as Cash collateral receivable from brokers in the financial statements. Any cash collateral owed back to the brokers on marked to market gains of Equity Swaps is shown in the financial statements as Cash collateral payable to brokers.

Trade receivables, trade payables and short-term borrowings

Trade receivables, trade payables and short-term borrowings are measured at amortised cost.

Revenue recognition

Revenue is recognised when it is probable that economic benefits associated with a transaction will flow to the Company and the revenue can be reliably measured.

Dividends from overseas companies are shown gross of any non-recoverable withholding taxes which are disclosed separately in the Statement of Comprehensive Income.

Dividends receivable on quoted equity shares are taken to revenue on an ex-dividend basis. Dividends receivable on equity shares where no ex-dividend date is quoted are brought into account when the Company’s right to receive payment is established.

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

Expenses

All expenses are accounted for on an accruals basis and are charged to revenue. All other administrative expenses are charged through the revenue column in the Statement of Comprehensive Income.

Finance costs

Finance costs are accounted for on an accruals basis.

Financing charged by the Prime Brokers on open long positions are allocated to capital, with other finance costs being allocated to revenue.

Taxation

The charge for taxation is based on the net revenue for the year and any deferred tax.

Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amount for financial reporting purposes at the reporting date. Deferred tax assets are only recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of timing differences can be deducted. In line with recommendations of the AIC SORP, the allocation method used to calculate the tax relief on expenses charged to capital is the “marginal” basis. Under this basis, if taxable income is capable of being offset entirely by expenses charged through the revenue account, then no tax relief is transferred to the capital account.

No taxation liability arises on gains from sales of investments by the Company by virtue of its investment trust status. However, the net revenue (excluding investment income) accruing to the Company is liable to corporation tax at prevailing rates.

Dividends payable to Shareholders

Dividends to Shareholders are recognised as a liability in the period in which they are approved and are taken to the Statement of Changes in Equity. Dividends declared and approved by the Company after the Statement of Financial Position date have not been recognised as a liability of the Company at the Statement of Financial Position date.

Share capital

The share capital is the nominal value of issued ordinary shares and is not distributable.

Share premium

The Share premium account represents the accumulated premium paid for Shares issued in previous periods above their nominal value less issue expenses. This is a reserve forming part of the non-distributable reserves. The following items are taken to this reserve:

• costs associated with the issue of equity;
• premium on the issue of Shares; and
• premium on the sales of Shares held in Treasury over the market value.

Special Reserve

The special reserve was created by a cancellation of the share premium account increasing the distributable reserves of the Company. The special reserve is distributable, and the following items are taken to this reserve:

• costs of share buy-backs, including related stamp duty and transaction costs; and
• dividends.

Capital reserve

The following are taken to capital reserve:

• gains and losses on the realisation of investments;
• increases and decreases in the valuation of the investments held at the year end;
• cost of share buy backs;
• exchange differences of a capital nature; and
• expenses, together with the related taxation effect, allocated to this reserve in accordance with the above policies.

Retained earnings

The revenue reserve represents accumulated revenue account profits and losses. The surplus accumulated profits are distributable by way of dividends.

2. Income

3. Management fee

With effect from 1 September 2024, the Board agreed with the Manager a new tiered management fee replacing the prior fee arrangements.

Tiered Management Fee:

• 0.7% per annum of the NAV up to and including £750 million;
• 0.5% per annum of the NAV between £750 million and £1.5 billion; and
• 0.3% per annum of the NAV above £1.5 billion.

There will be no performance fee payable to the

Risk Management and Valuation fee:

There will be no change to the Risk Management and Valuation fee, however, the fee will be adjusted annually in January by the UK Consumer Prices Index (“CPI”) with the first increase being in January 2026 on the basis of the January 2026 CPI (percentage change over 12 months) figure.

The Board believes that the new fee structure offers a simpler and more predictable arrangement, removes the unnecessary volatility in ongoing charges for shareholders and allows the Manager to better plan for the future and broaden the expertise of the management team supporting the Company. It also addresses concerns raised by proxy advisors and compliance departments over the variability of the fee arrangements.

Also, the Board believes that the changes have the potential to generate cost savings for shareholders in both the short and long-term, in particular, if the Company were to see a material increase in NAV.

In addition, a Risk Management and Valuation fee equating to £59,000 on an annualised basis is charged by the AIFM. The Manager is also reimbursed any expenses incurred by it on behalf of the Company.

4. Other operating expenses

Other operating expenses include irrecoverable VAT where appropriate, excluding the Auditors’ and Directors’ remuneration which have been shown net of VAT.

No non-audit services were provided by Deloitte LLP in the year to 31 July 2025.

5. Finance costs

* Finance costs charged to capital relate to interest on equity swaps.

6. Taxation 

a) Analysis of charge in year

c) Factors that may affect future tax charges.

At 31 July 2025, there is an unrecognised deferred tax asset, measured at the latest enacted tax rate of 25%, of £5,872,000 (2024: £4,775,000). This deferred tax asset relates to surplus management expenses and non trade loan relationship debits. It is unlikely that the company will generate sufficient taxable profits in the foreseeable future to recover these amounts and therefore the asset has not been recognised in the year, or in prior years.

As at 31 July 2025, the company has unrelieved capital losses of £9,329,000 (2024: £9,329,000). There is therefore, a related unrecognised deferred tax asset, measured at the latest enacted rate of 25%, of £2,332,000 (2024: £2,332,000). These capital losses can only be utilised to the extent that the company does not qualify as an investment trust in the future and, as such, the asset has not been

7. Dividends

The Directors are proposing a final dividend of 7.0p and a special dividend of 7.0p for the financial

year 2025.

These proposed dividends have been excluded as a liability in these Financial Statements in

accordance with IFRS.

We also set out below the total dividend payable in respect of the financial year, which is the basis

on which the requirements of Section 1158 of the Corporation Tax Act 2010 are considered.

Included in the dividend distributions to equity holders in the year is £8,292,000 (2024: £7,870,000)

paid from special reserve.

*Based on Shares in circulation on 31 July 2025 (excluding Shares held in treasury).

8. Return per Share

Basic revenue, capital and total return per Share is based on the net revenue, capital and total return for the period and on the weighted average number of Shares in issue of 39,632,194 (2024: 40,193,018).

9. Investments at fair value through profit or loss

Fair value hierarchy

Financial assets of the Company are carried in the Statement of Financial Position at fair value. The fair value is the amount at which the asset could be sold or the liability transferred in an orderly transaction between market participants, at the measurement date, other than a forced or liquidation sale. The Company measures fair values using the following hierarchy that reflects the significance of the inputs used in making the measurements.

Categorisation within the hierarchy has been determined on the basis of the lowest level input that is significant to the fair value measurement of the relevant assets as follows:

• Level 1 – valued using quoted prices unadjusted in an active market.
• Level 2 – valued by reference to valuation techniques using observable inputs for the asset or liability other than quoted prices included in Level 1.
• Level 3 – valued by reference to valuation techniques using inputs that are not based on observable market data for the asset or liability.

The tables below set out fair value measurements of financial instruments as at the year end, by their category in the fair value hierarchy into which the fair value measurement is categorised.

Financial assets/liabilities at fair value through profit or loss at 31 July 2025

Financial assets/liabilities at fair value through profit or loss at 31 July 2024

There have been no transfers during the year between Level 1 and 2 fair value measurements.

Transaction costs

During the year, the Company incurred transaction costs of £271,000 (2024: £154,000) on the purchase and disposal of investments.

Analysis of capital gains and losses

10. Trade and other receivables

11. Cash and cash equivalents

As at the balance sheet date, the Company held shares valued at £3,225,000 (2024: £11,000) in the Morgan Stanley Sterling Liquidity fund, which has been classified as a Cash equivalent (see Note 1).

12. Trade and other payables

13. Derivatives

The Company may use a variety of derivative contracts under master agreements with the Company’s derivative counterparties to enable it to gain long and short exposure, including Options and Equity Swaps (which are synthetic equities), and are valued by reference to the market values of the investments’ underlying securities.

The sources of the return under the Equity Swap contracts (e.g. notional dividends, financing costs, interest returns and realised and unrealised gains and losses) are allocated to the revenue and capital accounts in alignment with the nature of the underlying source of income.

• Notional dividend income or expense arising on long or short positions is apportioned wholly to the revenue account.
• Notional interest or financing charges on open long positions are apportioned wholly to the capital account. All remaining interest or financing charges on derivative contracts are allocated to the revenue account.
• Changes in value relating to underlying price movements of securities in relation to Equity Swap exposures are allocated to capital.

The fair values of derivative financial assets are set out in the table below:

The corresponding gross exposure on long equity swaps as at 31 July 2025 was £71,983,000 (2024: £65,982,000) and the total gross exposure of short equity swaps was £804,000 (2024: £5,272,000). The net marked to market futures and options total value as at 31 July 2025 was negative £4,184,000 (2024: negative £1,697,000).

As at 31 July 2025, the Company held cash and cash equivalent balances of £17,320,000 (2024: £7,187,000). The Company also pledged cash of £16,783,000 (2024: £16,371,000) on collateral accounts with counterparty brokers specifically for derivatives (including exchange traded derivatives positions and non-exchange traded swap positions). This cash represents collateral posted to broker deposit accounts in relation to amounts due to brokers in order to maintain open positions and constitute a number of types of margin required (such as initial, marked to market variation etc).

The nature of the Company’s portfolio means that the Company gains significant exposure to a number of markets through Equity Swaps. The Company may use Equity Swaps to manage gearing. However, to the extent the Manager has elected not to be geared, the Company will generally hold a level of cash (or equivalent holding in the Cash Fund) on its balance sheet representative of the difference between the cost of purchasing investments directly and the lower initial cost of making a margin payment on an Equity Swap contract.

As at 31 July 2025, the Company also owed £587,000 (2024: £nil) to brokers in respect of cash collateral received relating to amounts owed by these brokers to cover unrealised gains on open Equity Swaps on the Statement of Financial Position. To the extent there are unrealised losses on Equity Swap contracts uncovered by balances held at the broker, the Company will transfer deposit monies across to these broker margin deposit accounts. The Manager monitors margin positions on a daily basis to ensure any margin deposit balances are as expected and any amounts owed to the Company are transferred on a timely basis. In the event of default, a proportion of the monies held in the collateral accounts resides with the counterparty broker.

14. Share capital

No shares were issued during the year (2024: nil).

The Board’s authority to issue shares, approved at the Annual General Meeting held on 6 November 2024, is detailed on page 33 of the full Annual Report.

During the year, 1,844,039 Ordinary Shares (2024: nil) were bought back and held in treasury for total cost of £14,038,000.

15. NAV per Share