Final Results

Mid Wynd International Investment Trust plc ('the Company')

Legal Entity Identifier: 549300D32517C2M3A561

 

Annual Financial Results for the year ended 30 June 2026

Performance Highlights

 

	Year ended 30 June 2026	Year ended 30 June 2025	Since 1 October 20232
Total returns
Net asset value per ordinary share1	2.0%	(5.1)%	10.2%
Share price1	1.9%	(5.9)%	9.1%
MSCI All Country World Index (GBP)	27.7%	7.2%	63.3%
		Year ended 30 June 2026	Year ended 30 June 2025
Revenue and dividends
Revenue earnings per share		6.05p	5.54p
Dividends per share3		8.60p	8.35p
Ongoing charges1		0.62%	0.54%
		As at 30 June 2026	As at 30 June 2025
Capital
Net asset value per share		767.55p	760.96p
Share price		748.00p	742.00p
Net cash1		0.6%	1.3%
Discount1		2.5%	2.5%

 

Source: Juniper, LSEG Datastream.

1 Alternative Performance Measure.

2 Performance under Lazard appointed as Investment Manager with effect from 1 October 2023.

3 A final dividend, if approved by shareholders, for the year to 30 June 2026 of 4.75 pence will be paid on 6 November 2026 to shareholders on the register at the close of business on 9 October 2026 (2025: final dividend of 4.50 pence). Together with the interim dividend paid of 3.85 pence, this will result in a total dividend paid of 8.60 pence for the year ended 30 June 2026 (2025: total ordinary dividend of 8.35 pence being an interim dividend of 3.85 pence together with the final dividend of 4.50 pence).

 

Ten year summary1

 

Total returns to 30 June 2026	1 year	3 years3	5 years3	10 years3
Net asset value per ordinary share2	2.0%	10.3%	7.8%	132.5%
Share price2	1.9%	12.3%	2.7%	137.9%
MSCI All Country World Index (GBP)	27.7%	64.3%	75.3%	235.4%

 

Source: LSEG Datastream, total returns with dividends reinvested.

1 Artemis was Investment Manager until Lazard were appointed with effect from 1 October 2023.

2 Alternative Performance Measure.

3 Total returns over 3, 5 and 10 years includes the period over which Artemis Fund Managers Limited (`Artemis') was the Company's Investment Manager, from 1 May 2014 to 30 September 2023.

 

 

Strategic Report

 

Chairman's Statement

 

Dear Shareholders,

 

I present the Annual Financial Report for the 12 months ended 30 June 2026.

 

Investment performance

 

During the year under review, the Company's net asset value (`NAV') per share returned 2.0% on a total return basis. This compares with a total return of 27.7% from the MSCI All Country World Index, which the Company uses as its comparator. The Company's share price returned 1.9% on a total return basis over the same period. The Board deeply regrets this very disappointing investment performance.

 

As outlined in the Investment Manager's review on page 7, market conditions have been challenging for the Company's strategy since Lazard assumed management of the portfolio. Equity market returns have been driven by passive investment flows and concentrated enthusiasm for AI-related stocks, while quality companies have fallen out of favour. These conditions have continued into the current period.

 

The Investment Manager's review also describes the fundamentals of the investments held in the portfolio and outlines why this same environment provides an opportunity to invest in high-quality businesses at attractive valuations.

 

Our investee companies have consistently produced better operating statistics than the comparator index over the last three years and beyond, but despite respectable earnings growth many of these companies have seen significant downgrades in their valuations. The poor performance both in absolute terms and relative to the comparator index is therefore attributable to the market derating of quality stocks. This cannot continue indefinitely and, given time, the strength of their earnings will be reflected in share prices. Our portfolio is trading on a rating relative to the MSCI All Country World Index seen in only two to three years in the last 20 years.

 

I draw shareholders' attention to these points to explain why the Board believes that we are seeing an unusual opportunity to invest in high quality businesses at current valuations.

 

Dividend

 

The net gain for the year ended 30 June 2026 was 15.23 pence per share, comprising a revenue gain of 6.05 pence and a capital gain of 9.18 pence. Net revenue return per share increased by 9% on last year's revenue return per share. Revenue declined at the time of the change of manager, reflecting Lazard's focus on investing in companies which reinvest a higher proportion of their cashflow into their businesses, so that the portfolio can benefit from the compounding benefits of high internal rates of return. While the increase in revenue is encouraging, the Board will draw on revenue reserves to support the dividend this year.

 

Over the last 10 years, Lazard's Global Quality Growth Strategy, managed by the same team responsible for Mid Wynd, has produced an average annual growth rate of investee company dividends of 10.8%.

 

We expect revenue growth at a similar rate over the next few years such that the current use of reserves to cover the dividend should not continue for a prolonged period.

 

The Board is proposing a final dividend of 4.75 pence per share (2025 final dividend: 4.50p) which, subject to approval by shareholders at the Annual General Meeting (`AGM'), will be paid on 6 November 2026 to those shareholders on the register at the close of business on 9 October 2026. An interim dividend of 3.85 pence per share (2025 interim dividend: 3.85p) was paid on 27 March 2026. When this is combined with the proposed final dividend, the total dividend will be 8.60 pence per share. This figure represents a yield of 1.1% in relation to the year-end share price. The ordinary dividend has grown by 3.0% versus last year, which is above UK inflation over the period and marks the 14th consecutive year of dividend growth for the Company.

 

Share capital and discount management

 

The programme of buybacks undertaken by the Company since early 2023 continued throughout the year. The Company's policy, within normal market conditions, is to issue and repurchase shares where necessary to maintain the share price to within a target of 2% relative to the NAV. The Company's NAV is assessed on a real time basis when buying or selling the Company's shares using modelling that updates live prices and exchange rates to provide the most accurate valuation.

 

The buybacks have been successful in maintaining a low discount to NAV for our share price. At 30 June 2026, the share price stood at a 2.5% discount to NAV and with an average discount over the year of 2.1%. Buybacks used authorities granted at general meetings held on 28 August 2025 and 27 February 2026 and the 2025 AGM. A further general meeting was held following the year-end on 13 August 2026 to replenish the buy back authority. During the year, 13,000,500 ordinary shares, representing 32.2% of the issued share capital at the start of the year, were bought back at a total cost of £99 million and are held in Treasury. All share buybacks were accretive to NAV for existing shareholders, enhancing the NAV total return by approximately £2.1m, which is more than the Company's total operating expenses for the period.

 

At the year end, the Company held just over 58% of its total issued share capital in Treasury. The Board has considered cancelling these shares but has decided not to take this action for the time being. There are no material costs to holding shares in Treasury and shares can be re-issued out of Treasury without incurring stamp duty, giving rise to savings to the Company on future issuance. Whilst the Company is currently in a period of share buybacks, it has experienced lengthy periods of substantial net issuance. The Board remains optimistic that the Company will have the opportunity once more to issue shares out of Treasury at a premium to NAV and thus at an advantage to existing shareholders.

 

Ongoing charges ratio (`OCR'), management fee reduction and change in AIFM

 

The OCR for the year ended 30 June 2026 was 0.62% of average net assets having been 0.54% in 2025, and after adjusting, in line with AIC guidance, for reductions in investment management and AIFM fees, described below in more detail. The OCR calculation is shown on page 82 of the Annual Report. This increase was predominantly due to the reduction of net assets as a result of the effective operation of the discount control mechanism. Although an increase in OCR is disappointing, the accretive benefit of the operation of the discount control mechanism exceeded the entire operating costs during the year.

 

With effect from 1 May 2026, the rate of the Company's investment management fee was reduced by 20% for a period of 24 months. No changes were made to the value of the tiers on which each of the new rates will apply. The new tiered fee is shown below along with a comparison with the rates in force before 1 May.

 

• 0.32% per annum on such part of the Company's market capitalisation that is less than or equal to £250 million (reduced from 0.40%);
• 0.304% per annum on such part of the Company's market capitalisation that exceeds £250 million but is less than or equal to £500 million (reduced from 0.38%); and
• 0.256% per annum on such part of the Company's market capitalisation that exceeds £500 million (reduced from 0.32%).

 

The new management fee was in effect for only the final two months of the year but will apply for the full duration of the next financial year.

 

From 1 July 2026, the Company changed its Alternative Investment Fund Manager (`AIFM') from Juniper Partners Limited to Lazard Fund Managers Limited. Lazard Fund Managers Limited will not charge an additional AIFM fee for this service so there will therefore be a small cost benefit to the Company in the next financial year.

 

Board succession

 

During the year, the Board gave considerable thought to its composition and succession plan. Alan Scott, a member of the founding family, will retire at the AGM to be held on 21 October 2026. Alan joined the Board in 2012, when the market cap of the Company was only £62 million. During Alan's tenure, the Board has overseen two changes of Investment Manager and a significant period of growth in the Company's assets. On behalf of the Board, I should like to thank Alan for his wise counsel, flexibility, and significant contribution to the camaraderie of the Board. Upon Alan's retirement, the number of directors will decline from five to four. This change, which will be kept under review, will be helpful in reducing running costs.

 

I became a Director of the Company in late 2016 and Chairman towards the end of 2024. As stated in the announcement of my becoming Chairman, I intend to retire from the Board at the 2027 AGM. The Board will make an announcement during the coming year regarding my successor as Chairman.

 

Annual General Meeting

 

The Board looks forward to welcoming shareholders to the AGM which will be held at 12 noon on 21 October 2026 at the offices of Juniper Partners Limited, 28 Walker Street, Edinburgh, EH3 7HR. As well as the formal business of the meeting, the Investment Manager will deliver a short presentation, and the Directors will be available to answer any shareholder questions. Irrespective of whether you are able to attend the AGM in person, the Board strongly encourages you to make use of your proxy votes. Questions may be submitted in advance of the AGM to the Company Secretary at [email protected]. I would also remind those shareholders whose shareholding is held via a platform or nominee that it is possible to obtain a letter of representation from your provider that will allow you to vote your holding in person.

 

Outlook

 

Whilst the Company is managed with a long-term investment horizon, the most striking feature of markets today is the degree to which returns have become concentrated in a small number of sectors and companies. History tells us that such periods can persist for longer than seems reasonable but also that these periods do not endure indefinitely. At the heart of this concentration sits the AI investment cycle where unprecedented levels of capital expenditure have occurred.

 

There remains an outstanding question about the extent to which this spending can translate into durable profits. This creates both risk and opportunity and reinforces the importance of valuation discipline and diversification. The Investment Manager's approach is designed to generate good returns for shareholders over the long term, and the Board is encouraged that the Investment Manager has maintained its investment style and focus.

 

Contact us

 

We are committed to keeping shareholders informed about Mid Wynd throughout the year, including between the Company's formal reporting periods. Our website, midwynd.com, provides regular information about the Company, including our latest monthly factsheets and other updates.

 

Shareholders can also sign up to receive Company news and updates directly by email using the QR code at the back of this annual financial report.

 

The Board greatly values the support and engagement of our shareholders and welcomes your views, questions and feedback. We are keen to maintain an open dialogue with shareholders and would be pleased to hear from you. If you wish to contact the Board, please do so through Juniper Partners Limited, the Company Secretary, at [email protected].

 

The Board remains very grateful for the continued support, engagement and patience shown by shareholders, and looks forward to maintaining this dialogue in the years ahead.

 

David Kidd

Chairman

16 September 2026

 

Investment Manager's Review

 

Market summary

 

Over the last year, global equity markets rose sharply, marked by a flourishing artificial intelligence (AI) trade that relied heavily on the massive spending of technology companies to build out AI infrastructure. While concerns persisted about the return on investment from this considerable capital expenditure, they were often shunted aside, as some of the biggest spenders on and beneficiaries of AI reported strong earnings results. At the forefront of the AI trade were semiconductor-linked stocks, which surged thanks to a global shortage of memory chips that generated record profits for chipmakers worldwide. In a sign of the dominant role AI-linked stocks played in the period, 18 of the top 20 contributors to the MSCI All Country World Index's performance in the period were stocks from AI-leveraged companies and accounted for 62% of the index's overall gain.

 

Geopolitics were also at the forefront as the US and Israel launched a joint military campaign against Iran in February. In response, Iran imposed a near-total blockade of the Strait of Hormuz, through which one-fifth of the oil and natural gas supply and roughly one-third of crop fertilizers globally pass. An initial ceasefire in April eventually led to a preliminary agreement to end their war and reopen the Strait to commercial traffic in June. However, the prospect of a permanent peace deal remained elusive amid ongoing disputes.

 

The conflict in Iran also influenced interest rate expectations with many central banks shifting from possibly cutting rates to holding them steady or hiking. At its June policy meeting, the US Federal Reserve signalled that hikes may be on the horizon as domestic inflation remained above the central bank's 2% target. The European Central Bank also raised interest rates in June, marking its first rate hike in nearly three years. Elsewhere in Europe, central banks largely adopted a wait-and-see approach to get a more complete picture of inflationary risk. Meanwhile, in Japan, which imports 95% of its oil from the Middle East, the central bank raised rates in December and June, warning more hikes may be on the horizon as inflation increased to multi-year highs. In contrast, the People's Bank of China left rates unchanged, but directed lenders to expand credit amid expectations that the war could place a potential drag on corporate profits and overseas demand for Chinese goods.

 

Performance

 

Over the 12 months to the end of June, the Company's NAV returned 2.0%, versus the MSCI All Country World Index return of 27.7%. Performance was disappointing and well below our expectations.

 

The Company performed poorly over the period due to negativity towards perceived AI losers, a lack of exposure to a select group of AI winners, and stock selection issues. As it relates to perceived AI losers, many such names are high-quality companies with historically strong competitive moats and high levels of profitability. Regardless of operational execution, this group was aggressively derated by the market, with valuations materially compressed due to fears of slower growth or even obsolescence. In Exhibit 1 on page 7 of the Annual Report, we show ten of the most heavily punished perceived AI losers in the portfolio over the period. Combined, these ten stocks were responsible for over 1,550 basis points (bps) of underperformance. In each of these cases1, we believe the market is significantly overestimating the disruption risk presented by AI, while simultaneously underestimating the barriers to competition of these high-quality businesses and significantly discounting their ability to adapt and integrate AI into their own workflows.

 

The Company was also impacted by our lack of exposure to select AI winners. As mentioned, memory chip makers were particularly strong due to a shortage partially driven by the AI capex buildout. Not owning just two of these names over the period - Micron and SK hynix - cost the portfolio nearly 200 bps. In Exhibit 2 on page 8 of the Annual Financial Report, we contrast the extreme inconsistency of returns of those names with AI winners held in the strategy (ASML, Taiwan Semiconductor Manufacturing (`TSMC') and Amphenol), all of which have far more stable levels of financial productivity, yet have been relative underperformers.

 

Finally, the Company was hurt by a few idiosyncratic stock issues, namely animal-health care company Zoetis, medical equipment maker Boston Scientific (deceleration in a key product), diversified bank HDFC (resignation of the interim chair over ethical concerns), and South African pharmacy operator Clicks (supply chain issues and increased competition), which total 580 bps of negative attribution. We still own and have conviction in these companies' long-term outlooks.

 

1 Note we sold Equifax in Q1 2026, as we find the risk/reward opportunity of competitor Experian more compelling.

 

Portfolio positioning

 

We remain focused on owning high-quality companies with durable competitive advantages, strong balance sheets, and the ability to generate and compound free cash flow over time. Based on these criteria, our conviction across our holdings has strengthened. Mid Wynd's holdings consist of many companies that have historically delivered robust earnings growth over extended periods (Exhibit 3 on page 9 of the Annual Financial Report). Many of these companies have been able to grow faster than the market over the long term, and we expect that to continue going forward. This is critical; if Mid Wynd's companies continue compounding earnings through high financial productivity, as many have over the long term, the earnings of the company, not the valuation, should drive alpha generation.

 

The Mid Wynd portfolio trades at a premium price-to-earnings ratio to the MSCI All Country World Index. Historically, this premium has been supported by superior and more durable earnings growth. Over the year ending 30 June 2026, however, the Index's earnings growth has been flattered by a narrow group of AI-exposed beneficiaries, notably SK hynix and Micron, which have seen substantial earnings-per-share upgrades year-to-date. We do not view this as reflective of the broader, sustainable earnings compounding we look for, and it is not historically typical of the Index's growth profile.

 

Given the attractive historical and expected growth profile of Mid Wynd, we believe this is a very favourable time to invest in our portfolio. 61% of our holdings are now trading in the bottom half of their price-to-earnings ratio range over the past decade, and 35% are at their lowest price-to-earnings ratio in the last ten years. Additionally, the portfolio's relative valuation is at its lowest level in twenty years (excluding the financial crisis, when lower quality cyclicals saw their earnings fall and valuations rise). Against this backdrop, we believe the current environment presents a compelling opportunity for investors to gain exposure to a differentiated portfolio of high conviction, high-quality companies at attractive valuations.

 

Portfolio activity increased over the year ended 30 June 2026, reflecting the consolidation of certain positions perceived as `AI losers' and the trimming of a number of semiconductor holdings where, in our view, valuations had become stretched. We purchased 11 new companies during the year: commercial stage bio-pharma firm argenx, auto parts retailer AutoZone, custodian Bank of New York Mellon, medical device maker Boston Scientific, US drug distributor Cencora, credit bureau Experian, pure-play dermatology business Galderma, business software company Intuit, cybersecurity platform Palo Alto, supply chain software company SPS Commerce, and power tools maker Techtronic. Conversely, we sold seven companies: computer software maker Adobe, credit bureau Equifax, athletic footwear firm Nike, industrial precision systems manufacturer Nordson, industrial automation company Rockwell Automation, nursing staffing and medical practice software company SMS, and vacuum valve supplier for semiconductor manufacturing VAT Group.

 

We highlight our most recent new purchases below, with our full holdings displayed on page 16 of the Annual Financial Report.

 

• AutoZone is a high-quality auto parts retailer, and one of the three main players in an oligopolistic industry. The company benefits from several secular trends, including an ageing US vehicle fleet that is approaching an average age of 13 years, growth in miles driven, and a mix benefit from growing vehicle complexity. The industry enjoys very strong pricing power as customers value parts availability and delivery times over pricing. Additionally, over 85% of parts demand is driven by vehicle failure and maintenance, which helps insulate the industry during economic slowdowns. AutoZone has been widening its competitive moat by growing its mega-hub networks, allowing it to increase parts availability and reduce delivery times, which in turn has been driving higher same-store sales and share gains.

 

• Bank of New York Mellon (BNY) primarily focuses on asset servicing and fund administration for institutional clients. Its core business involves acting as a global custodian, where it holds assets on behalf of funds, completes documentation for underlying funds, and provides essential accounting and reporting services. Beyond these traditional roles, the company has aggressively expanded into high-growth areas such as digital asset infrastructure and advanced data management ecosystems. BNY's competitive moats, including immense scale, deep relationships with an integrated service model, and its reputation as a trusted institution, should allow it to sustain its high and consistent financial productivity. Additionally, we see two drivers that we believe the market is underappreciating: First, BNY has completed its shift to an agile, platform-based operating model and is now moving to one which is more commercial, focused on relationship-driven sales and proactive client engagement. This multi-year shift should strengthen organic growth, margin expansion, and capital generation, in our view. Second, the company's push into automation and AI has become a sizeable advantage; BNY is now one of the most advanced AI adopters in institutional finance, built on internal efforts and through partnerships with OpenAI, Microsoft, and NVIDIA. With an industry-leading $59 trillion in assets under administration or custody, we believe BNY has the scale to invest more in technology and AI than smaller rivals, which will allow it to maintain and grow its edge over time.

 

• Intuit is a global financial technology leader providing mission-critical services through platforms like TurboTax, QuickBooks, and Credit Karma among others. The company maintains a durable competitive advantage through high switching costs and a "sticky" ecosystem built on deep customer trust and the sensitive nature of financial data. Intuit has derated significantly due to fears of AI disintermediation, with concerns focused on increased competition among more price-sensitive tax-filers. However, we see this as an opportunity as we do not believe the market has recognised the multiple long term growth levers for the business, including share gains in Assisted Tax market, Quickbooks moving upmarket, and continued upselling of broader services around the Quickbooks installed base. Intuit has evolved into an AI-driven expert platform that leverages a massive proprietary dataset-averaging 625,000 data points per small business-to power predictive AI agents and automated workflows. This scale allows Intuit to bring innovation to accounting markets by combining artificial intelligence with deeply embedded software and a virtual network of human experts. The company is also aggressively moving upmarket with the Intuit Enterprise Suite, targeting larger organisations with complex needs while utilising its dominant accountant channel to drive ecosystem adoption. Through high-velocity innovation and integrated payment and payroll hubs, Intuit continues to deepen its "moat" and expand its role as a central system of intelligence for both consumers and businesses. While growth rates are likely to slow somewhat, the revenues should continue to compound and drive margins and returns higher.

 

Valuation discipline remains central to our process. Rather than assessing our holdings' price-to-earnings multiples in isolation, we examine where each company's current multiple sits relative to its own 10-year trading history, a measure of whether we are paying up for quality or accessing it at a reasonable price.

 

On this basis, the majority of the Mid Wynd portfolio continues to trade attractively: 61% of holdings sit in the bottom half of their 10-year P/E range, and 35% are trading at or near the lowest multiple they have commanded over the past decade. Only 37% of holdings currently trade at a higher price-to-earnings percentile than the market itself.

 

This distribution reflects our continued focus on companies with strong fundamentals, purchased at valuations that do not, in our view, fully reflect their long-term earnings power - rather than a portfolio priced for perfection.

 

Outlook

 

The pace of AI innovation and capex growth resembles prior technological breakthroughs, in which transformative technologies attracted capital far ahead of demand and ultimately delivered more value to users than to investors. Historical examples include canals in 18th century Britain, railways in the 1800s, and telecom infrastructure during the Dot-com era; each saw massive investment followed by falling prices and weak long-term returns despite eventual widespread adoption.

 

The evolution of AI appears to show similar characteristics to these past examples' early stages. Competition among frontier models is intensifying while differentiation is narrowing, increasing commoditisation. Infrastructure providers also offer broadly homogeneous services with limited structural stickiness. Two additional pressures may further compress returns: switching costs between models are minimal, and the cost to train models at existing capability levels continues to decline rapidly, creating a first-mover cost disadvantage.

 

The scale of planned AI infrastructure investment is also significant. Announced buildouts imply roughly 100 billion watts of AI compute capacity by 2030, which at a 10% weighted average cost of capital would require nearly $1 trillion in annual AI revenue simply to cover capital costs - roughly equivalent to today's entire global software market. Current enterprise AI spending remains well below that level, which causes us to question whether current capital outlays and equity valuations are proportionate to the long-term returns the industry may ultimately generate.

 

Despite broad market enthusiasm around AI infrastructure, we continue to believe long-term stock performance is driven primarily by sustained compounding in earnings and cash flow, particularly when supported by attractive valuations. Our focus remains on high-quality businesses with durable competitive advantages that we believe can reinvest capital and compound earnings growth for longer than the market expects. While our outlook differs from prevailing market expectations in some cases, we remain confident in the long-term earnings power of our holdings.

 

Contributors and detractors

 

As mentioned, Company performance was largely driven by the market's perception of stocks' AI exposure. The top five contributors to performance were all AI beneficiaries, while three of the top five detractors were perceived AI losers.

 

Contributors

 

TSMC is the only scaled, leading-edge semi foundry and a critical enabler of AI (given that nearly all accelerated-compute chips are manufactured on its processes). Shares performed well following strong earnings, margin expansion and continued robust demand. We own TSMC for its durable competitive advantages in scale, leading-edge process development, and consistent execution. This combination supports a self-reinforcing cycle in which technology leadership drives market-share gains; expanding scale enhances cost competitiveness and cash generation; and those cash flows are reinvested to sustain continued semi process innovation.

 

ASML is a Dutch company that supplies the world's leading chipmakers with the equipment to mass produce patterns on silicon wafers, helping make computer chips smaller, faster, and energy efficient. Shares rose amid aggressive industry-wide investment in leading-edge capacity infrastructure, as well as expanded optimism around the company's medium-term outlook. ASML is one of the key enablers of innovation in the technology space, and we believe it will continue to benefit from demand for its cutting-edge products.

 

Amphenol, a diversified electrical connector and sensor maker, rose after reporting strong results, becoming a primary beneficiary of the AI data centre build-out. Additionally, Amphenol completed some targeted acquisitions which allowed it to expand its addressable market and technology moat. We like the company due to its ability to provide a critical component at a low cost, a competitive advantage that helps it maintain favourable pricing. Additionally, we are attracted to its low-capital-intensity, high-cash-generative business, disciplined approach to acquisitions in fragmented markets, and favourable positioning in AI data centres.

 

Apple, the world's leading smartphone vendor, rose after the company reported strong earnings due to improving replacement demand during this iPhone 17 cycle, progress towards successful integration of its AI capabilities, continued growth of its service segment, and a marked recovery in Greater China sales. We expect Apple to sustain high levels of financial productivity and cash flow through continued growth of the Apple ecosystem, an increasing mix of services revenue streams, and optionality around new platforms and replacement cycles driven by AI advances.

 

Cybersecurity company Palo Alto Networks rose due to strong results and growing expectations that future AI advances would increase the necessity for cybersecurity tools. We like the company due to its unique combination of best-of-breed products in many categories, providing broader integration, and benefits to customers as they standardise on the Palo Alto Networks platform.

 

Detractors

 

Shares of medical device company Boston Scientific declined as management reduced guidance for its Watchman device, used in stroke prevention procedures. We continue to like the company as we believe its innovation and high barriers to entry are supported by top-tier R&D spend, enabling the development of next-generation technologies and solutions. Its robust pipeline and venture investments have created an incremental $50 billion market opportunity beyond the existing $70 billion current addressable market, suggesting potential for long-term growth. Attractive gross margins reflect pricing power, which we see as sustainable given the company makes critical products with high failure costs, focused on improving clinical outcomes and surgical productivity, along with high regulatory barriers. The company should benefit from secular demand trends including rising disease prevalence, ageing populations, demand for safer and more effective device-based interventions, growth of out-patient/ ambulatory procedures, and increasing healthcare investment in emerging markets.

 

Verisk, a provider of predictive analytics and data solutions for the insurance industry, declined as investors focused on slowing organic growth and perceived AI-related risks. We view the slowdown as temporary, with growth expected to normalise in the second half of 2026. While there are aspects of Verisk's insurance policy language and extreme event risk management businesses that AI could disrupt, we think regulatory compliance, historical trust, and Verisk's broader proprietary data ecosystem create significant barriers to entry. Additionally, we continue to like this best-in-class company due to its data-driven business model and recurring revenue.

 

SPS Commerce is a leader in supply chain software for retailers, suppliers, and logistics providers. Shares underperformed due to operational challenges from an acquisition, global trade uncertainty, and competitive concerns around AI. SPS is the largest fulfilment network in North America, which helps limit competition, protect pricing, and insulate the business from AI native point solutions. Over the medium term, increased complexity in omnichannel retail and fragmentation of suppliers should drive more demand for SPS's products and increase data flow along its network. We believe the stock is undervalued as investors are conflating a cyclical slowdown with a structural one, and underappreciate adjacent opportunities to monetise the network.

 

Information service provider Wolters Kluwer experienced a significant pullback tied to investor concerns that AI could disintermediate data-analytic companies and commoditise their content, and was particularly pressured by generative AI company Anthropic`s launch of new AI plugins tailored for the legal, finance, sales and data marketing industries. However, we believe companies with distinctive content and the ability to innovate quickly should be advantaged due to their already strong customer relationships, allowing for an easier up-sell for high-quality, trusted insights enhanced with AI. We believe the market will recognise that the differentiated datasets and strong vertical market positions of these companies provide not only meaningful insulation from AI disruption but also offers several attractive opportunities to leverage AI within their existing product ecosystems.

 

Technology consulting company Accenture fell as investors weighed macro uncertainty, underwhelming growth rates, and the potential for AI to disrupt its business model. We believe Accenture represents strong relative value due to its attractive valuation and its consistent ability to generate very high financial productivity. While we recognise the AI threat and the need for Accenture to both utilise AI tools internally and evolve its business into a more outcomes-based model, we believe these challenges will be offset by its strong position to help organisations modernise, build, and adopt AI. We continue to believe Accenture is well-positioned as more enterprises move to the cloud, upgrade data, and digitise their business processes as they adopt and integrate AI into their organisations.

 

Investment philosophy

 

Lazard's philosophy is based on the belief that great companies can also make great investments. In other words, we believe that companies that can sustain the highest levels of financial productivity tend to outperform the market.

 

We think the market undervalues these companies because of its adherence to the economic law of competition. This theory prescribes that high returns on capital attract competition, which results in an erosion of these returns towards a cost of capital. However, in the real world we think that plenty of examples show this theory does not work. We are convinced that companies that beat the market-implied fade of returns also beat the market.

 

In addition to high financial productivity, we are also looking for companies that have the opportunity and appetite to reinvest in their business to grow (but only if at similarly high levels of financial productivity). This combination of high financial productivity and growth produces a compounding effect on cash flow and earnings, which we believe is particularly valuable. These types of exceptional businesses are often inefficiently valued by market participants, who may be more focused on near-term multiples than the longer-term earnings power of the company.

 

Putting this together, we seek to invest in companies that we believe can generate sustainably high financial productivity, those that can reinvest for growth, and those for which the market is pricing in a fade in returns faster or sooner than we expect.

 

Note our investment philosophy is supported by the work done by co-lead portfolio manager/analyst Louis Florentin-Lee in a long-term study of global financial markets. Our Quality Investing1 paper provides more details.

 

1www.lazardassetmanagement.com/docs/194773/QualityInvesting_LazardResearch.pdf

 

Louis Florentin-Lee & Barnaby Wilson

Fund Managers

16 September 2026

 

Portfolio of Investments as at 30 June 2026

 

Security Name	Country	Market value £'000	% of total net assets	MSCI Sector
Taiwan Semiconductor Manufacturing	Taiwan	13,905	6.6%	Information Technology
Apple	United States	9,827	4.7%	Information Technology
ASML	Netherlands	9,254	4.4%	Information Technology
Amphenol	United States	8,700	4.1%	Information Technology
Visa	United States	8,168	3.9%	Financials
AMETEK	United States	6,926	3.3%	Industrials
Microsoft	United States	6,554	3.1%	Information Technology
S&P Global	United States	5,692	2.7%	Financials
Aon	United States	5,671	2.7%	Financials
Keyence	Japan	5,490	2.6%	Information Technology
Cadence Design Systems	United States	5,459	2.6%	Information Technology
Coca-Cola	United States	5,333	2.5%	Consumer Staples
IQVIA	United States	4,940	2.3%	Health Care
Thermo Fisher Scientific	United States	4,838	2.3%	Health Care
Palo Alto Networks	United States	4,820	2.3%	Information Technology
RELX	United Kingdom	4,747	2.3%	Industrials
HOYA	Japan	4,610	2.2%	Health Care
Alphabet	United States	4,509	2.1%	Communication Services
argenx	Netherlands	4,325	2.1%	Health Care
Intercontinental Exchange	United States	3,936	1.9%	Financials
Hexagon	Sweden	3,836	1.8%	Information Technology
Tencent	Hong Kong	3,769	1.8%	Communication Services
Experian	United Kingdom	3,752	1.8%	Industrials
Verisk Analytics	United States	3,749	1.8%	Industrials
HDFC Bank	India	3,728	1.8%	Financials
Galderma Group	Switzerland	3,590	1.7%	Health Care
Dollarama	Canada	3,535	1.7%	Consumer Discretionary
Corpay	United States	3,523	1.7%	Financials
Hilton Worldwide	United States	3,374	1.6%	Consumer Discretionary
Bank Of New York Mellon	United States	3,341	1.6%	Financials
Clicks Group	South Africa	3,061	1.4%	Consumer Staples
Universal Music Group	Netherlands	2,729	1.3%	Communication Services
Techtronic Industries	Hong Kong	2,673	1.3%	Industrials
Partners Group	Switzerland	2,670	1.3%	Financials
Toei Animation	Japan	2,491	1.2%	Communication Services
Accenture	United States	2,437	1.2%	Information Technology
Booz Allen Hamilton	United States	2,409	1.1%	Industrials
Zoetis	United States	2,400	1.1%	Health Care
SPS Commerce	United States	2,294	1.1%	Information Technology
HealthEquity	United States	2,250	1.1%	Health Care
Diageo	United Kingdom	2,175	1.0%	Consumer Staples
AutoZone	United States	2,152	1.0%	Consumer Discretionary
Meta Platforms	United States	2,115	1.0%	Communication Services
Wolters Kluwer	Netherlands	2,051	1.0%	Industrials
Boston Scientific	United States	1,984	0.9%	Health Care
Cencora	United States	1,872	0.9%	Health Care
EssilorLuxottica	France	1,822	0.9%	Health Care
Intuit	United States	1,734	0.8%	Information Technology
Salesforce	United States	1,733	0.8%	Information Technology
Total equity investments (49)		206,953	98.4%
Net current assets		3,424	1.6%
Total net assets		210,377	100%

 

Strategy and Business Review

 

This Strategic Report has been prepared in accordance with the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013.

 

Purpose

 

Our purpose is to increase the real wealth and prosperity of our shareholders.

 

Our investment heritage

 

Mid Wynd International Investment Trust plc can trace its heritage back to 1797, when the founder of the Company set up a textiles business in Dundee. Its origins as an investment company date from 1949, when the Board began to manage the financial reserves as a separate entity from the main trading business. In September 1981, the shares of the Company were floated on the London Stock Exchange. At that time, the Board was entrusted by shareholders to manage their wealth, with a focus on investing in global companies with strong growth prospects and sustainable businesses. This focus remains as true for the Board and its appointed investment manager today as it did back then.

 

Through our investment company structure, we enable shareholders, large or small, to invest in an actively-managed diversified portfolio of securities in a cost-effective way, giving them access to the growth opportunities offered by world markets.

 

Strategy

 

The Company's objective and investment policy set out below summarises the aims of the Company's strategy. The Investment Manager's investment philosophy set out on page 13 summarises the Manager's strategy to implement the Company's objective.

 

Objective and investment policy

 

The Objective of the Company is, through a portfolio of investments on global markets, to deliver capital and income growth for the benefit of the shareholders. This is primarily focused on capital appreciation rather than income generation.

 

The Company is prepared to move freely between different markets, sectors, industries, market capitalisations and asset classes as investment opportunities dictate. On acquisition, no holding shall exceed 15% of the portfolio. The Company will not invest more than 15% of its gross assets in UK listed investment companies. Assets other than equities may be purchased from time to time including but not limited to fixed interest holdings, unquoted securities and derivatives. Subject to prior Board approval, the Company may use derivatives for investment purposes or for efficient portfolio management (including reducing, transferring or eliminating investment risk in its investments and protection against currency risk).

 

The number of individual holdings will vary over time. To ensure diversification of opportunity and management of risk, the Company is permitted by its policy to hold between 40 and 140 holdings; however, the portfolio's number of holdings will generally sit at the lower end of this range. The portfolio will be managed on a global basis rather than as a series of regional sub-portfolios. As at 30 June 2026 there were 49 holdings in the portfolio.

 

The Board assesses investment performance with reference to the MSCI All Country World Index (GBP). However, the Directors expect the Investment Manager to pay little attention to the composition of this index when constructing the portfolio and the composition of the portfolio is likely to vary substantially from that of the index. A long-term view is taken and there may be periods when the net asset value per share declines in absolute terms and relative to the comparator index.

 

Business model

 

The Company is incorporated in Scotland and operates as an Investment Trust Company. It is an investment company within the meaning of section 833 of the Companies Act 2006 (the "Act") and is approved as an investment trust by HM Revenue and Customs subject to the Company continuing to comply with the requirements of section 1158 of the Corporation Tax Act 2010. The Company has a main market listing on the London Stock Exchange. The Company is also an Alternative Investment Fund whose Investment Manager is regulated by the Financial Conduct Authority.

 

The Company has no employees and the Board, which consists solely of non-executive Directors, has delegated most of the Company's operational functions to a number of key service providers. All key service providers are appointed under rolling contracts which are periodically reviewed, at which time the appropriateness of the continuing appointment of such service providers is considered. Details of the key service providers are set out in the Annual Financial Report.

 

Dividend policy

 

The Company's main focus is on growing shareholders' capital. It pursues a flexible dividend policy which is not solely determined by the requirements of section 1158 of the Corporation Tax Act 2010 to retain no more than 15% of revenue earnings in any financial year. The Board intends to grow dividends, subject to the availability of distributable reserves. As previously communicated, the Company's revenue returns are expected to remain below pre-2023 levels, reflecting the Company's investment strategy. This is focused on capital appreciation rather than income generation, driven by the investment portfolio typically reinvesting a significant portion of earnings in order to maximise growth. The Board intends at least to maintain the dividend, using the revenue reserve and, when required, the special reserve, for a short period of time if necessary. This year the Company will need to utilise its accumulated revenue reserve to pay its dividend.

 

Gearing and leverage

 

The Company may use borrowings to support its investment strategy and can borrow up to 30% of its net assets.

 

Although no borrowing facility is currently in place, the Company's gearing is regularly reviewed by the Board following consultation with the Investment Manager.

 

Leverage is defined in the Alternative Investment Fund Managers Directive (`AIFMD') as any method by which the Company can increase its exposure by borrowing cash or securities, or from leverage that is embedded in derivative positions. The Company is permitted to borrow up to 30% of its net assets (determined as 130% under the Commitment and Gross ratios). The Company is permitted to have additional leverage of up to 100% of its net assets, which results in permitted total leverage of 230% under both ratios. The Alternative Investment Fund Manager (the `AIFM') monitors leverage values on a daily basis, when leverage is utilised, and reviews the limits annually. No changes have been made to these limits during the year. At 30 June 2026, the Company's leverage exposure was 99% as determined using the Commitment Method and 98% using the Gross Method. Further details can be found in the Alternative Performance Measures on page 82 of the Annual Financial Report.

 

Financial risk management

 

Financial risk management objectives and information on exposure to price risk, credit risk, liquidity risk and cash flow risk can be found in Note 19 on page 69 to 73 of the Annual Financial Report.

 

Current and future developments

 

A summary of the Company's developments during the year ended 30 June 2026, together with its prospects for the future, is set out in the Chairman's Statement on pages 4 to 6 of the Annual Financial Report and the Investment Manager's Review on pages 7 to 13 of the Annual Financial Report. The Board's principal focus is the delivery of positive long-term returns for shareholders. This will be dependent on the success of the investment strategy, in the context of both economic and stock market conditions. The investment strategy, and factors that may have an influence on it, are discussed regularly by the Board and the Investment Manager. The Board furthermore considers the ongoing development and strategic direction of the Company, as well as any risks which could impact on the Company's ability to achieve its strategic objective.

 

Culture and values

 

Culture

 

Corporate culture for an externally-managed investment trust like Mid Wynd International Investment Trust plc, refers to the beliefs and behaviours that determine how the Directors interact with one another and how the Board manages relationships with shareholders and key service providers, such as the Investment Manager. The culture is defined by the values which are set out below. The section 172 Report included in this Strategy and Business Review provides further details of how the Board has operated in this regard.

 

Values

 

The Board is mindful that it is overseeing the management of a substantial investment portfolio on behalf of investors. In many cases, an investment in the Company may represent a significant proportion of an individual's savings. As all of the Directors are invested in the Company, the Directors' interests are aligned with those of fellow shareholders in this regard.

 

Our approach to governing the Company is therefore underpinned by our determination to do the right thing for our shareholders. Key to this is maintaining a constructive and open relationship with shareholders, through monthly updates, half-yearly and annual financial reports, and the opportunity for the Board to engage with shareholders at the Annual General Meeting.

 

We also believe in having strong relationships with our key service providers based on mutual trust and respect, yet with constructive challenge when required. Below is a summary of the Board's most important values:

 

• Shareholders come first: the Board is focused on its purpose of delivering long-term value for all shareholders, whether they are large or small. We will always put shareholders first and continually consider how best to enhance long-term value, including through the effective use of gearing, share issuance, and buybacks.
• Integrity: the Board seeks to act ethically and honestly, to comply with all laws and regulations applicable to investment companies, seeks to avoid conflicts of interest and maintains zero tolerance to bribery and corruption, tax evasion or other fraudulent behaviour. The Board expects the same high standards of conduct from all of the Company's service providers.
• Accountability: the Board recognises the importance of explaining the Company's performance, opportunities, risks and long-term prospects in a clear, straightforward and transparent manner. Accountability also involves effective oversight of, and constructive challenge to, the Company's key service providers to ensure that shareholders continue to receive a high standard of service. Each Director recognises their individual responsibility to shareholders and accordingly stands for re-election at each Annual General Meeting, other than where a Director has indicated an intention to retire.
• Respect: the Board operates in a collegiate manner and values the diverse backgrounds, experience and perspectives of its Directors. It believes that respectful dialogue and constructive challenge support effective decision-making. The Board also recognises the importance of treating shareholders and service providers fairly and with respect. Contact by shareholders via the Chairman's email address [email protected] is welcomed and the Company seeks to maintain positive and professional relationships with all stakeholders.
• Sustainable investing, Stewardship and Environmental, Social and Governance (`ESG') issues: the Board recognises the importance of sustainability, stewardship and ESG considerations in the generation of long-term shareholder returns. It works closely with the Investment Manager to ensure that these matters are appropriately considered within the investment process and believes that responsible stewardship and a long-term perspective contributes to better investment outcomes for shareholders. The Board supports the Investment Manager's pragmatic and integrated approach to ESG analysis and engagement, recognising that governance, environmental and social factors can have a material impact on the long-term value and sustainability of investments.

 

The Investment Manager's Approach to Sustainability, Stewardship and Environmental, Social & Governance (`ESG') Matters

 

The Board expects Lazard to invest in companies which can provide long-term value for the Company's shareholders, without damaging either society or the environment. Set out below is a summary of how Lazard integrates sustainability and ESG considerations into its investment approach and a report of its stewardship activities.

 

Lazard integrates ESG considerations into the fundamental analysis conducted on every potential investee company. When evaluating potential `Compounder' companies (see definition on page 84 of the Annual Financial Report) in which to invest, Lazard is focused on how ESG opportunities and risks may affect a company's competitive advantages, the sustainability of its financial productivity, its reinvestment opportunities, and its valuation. Lazard also has access to third party data sources to augment this proprietary fundamental research.

 

Lazard's research suggests that Compounders tend to have attractive environmental and/or governance attributes. This has generally resulted in the portfolio having a positive sustainability profile including significantly lower carbon emissions, lower carbon intensity, and lower ESG risk versus its reference comparator index, the MSCI All Country World Index. This is an outcome of stock selection, not a target objective.

 

Portfolio carbon emissions

 

The challenges around climate change are of increasing importance. The portfolio's carbon intensity has remained consistently below the comparator index, the MSCI All Country World Index.

 

Stewardship and investee company engagement

 

The Board delegates authority to Lazard to invest responsibly, engaging actively with investee companies to understand their management ethos and to seek sustainable returns.

 

Below are two examples of this engaging in operation during the year ended 30 June 2026.

 

EssilorLuxottica  

 

Objective

 

To assess the board's response to persistent shareholder dissent on executive remuneration (Long Term Incentive (LTI) design, target transparency, exceptional awards); to understand recent board changes, including the rationale for staggered terms and the independence of the lead director; and to evaluate how the company's governance and quality oversight are adapting to its growing regulated medical device exposure.

 

Background

 

EssilorLuxottica is a global leader in eyewear and eyecare, with a growing footprint in regulated medical devices through products such as Nuance Audio hearing aids. Following prior shareholder dissent on executive pay, the company has revised its remuneration framework and board composition ahead of its 2026 AGM.

 

Engagement Details and Analysis

 

On executive remuneration, the framework for the 2024-26 mandate is now fixed, with c.90% performance-linked pay and roughly two-thirds delivered via LTI based on adjusted EPS, share price growth, and a 20% climate metric; relative TSR was removed for simplification. Exceptional awards are now framed as a rare contingency tool requiring specific justification, a shareholder vote, and ex-post approval, with benchmarking being refreshed. We view the framework as broadly aligned with shareholder interests, given its strong performance linkage and evidence of responsiveness to investor feedback, though transparency remains a limitation given the non-disclosure of certain financial targets ex-ante, and the removal of relative TSR reduces external benchmarking. Safeguards around exceptional awards are robust but warrant ongoing monitoring.

 

On board composition, the company implemented staggered board terms in 2024 to support progressive renewal and disclosed a c.€360k fee arrangement with Covivio, which it considers immaterial to the independence of the lead director. We agree that the arrangement does not impair independence and view staggered terms as supportive of continuity.

 

On medical device risk, the company is building out legal and regulatory capabilities for enterprise-wide compliance, drawing on its existing FDA clearance experience with Nuance Audio. Management acknowledged areas requiring further development, particularly group-level oversight and retail distribution risk; this remains an emerging area to monitor, though the company is building relevant regulatory and legal capabilities.

 

Outcome and next steps

 

The engagement alleviated our governance concerns, supporting the long-term investment thesis, though incremental med-tech-related risk remains an area to monitor. The issues discussed were reflected in our voting decisions at the 2026 AGM; following the engagement, we supported all resolutions, reflecting confidence in the overall governance framework despite some areas requiring ongoing monitoring. The company also sought investor input on ESG metrics in executive compensation, and we highlighted the importance of material, business-aligned KPIs. Going forward, we will feed into the LTI peer benchmarking exercise, including disclosure expectations, and track progress on medical device governance and quality management capabilities.

 

Engagement Period: Q2 2026. Sector Analyst unable to attend due to a meeting clash.

 

All opinions expressed herein are as of the published date. For illustrative purposes only. The securities mentioned should not be considered a recommendation or solicitation to purchase or sell these securities. Source: Lazard.

 

Cadence Design Systems  

 

Objective

 

To assess the rigor of Cadence's remediation measures following its Department of Justice (DOJ)/Bureau of Industry and Security (BIS) settlement for export control violations, and to understand any commercial impact on customer relationships, including US government contracts, post-settlement.

 

Background

 

Cadence Design Systems is a leading provider of electronic design automation (EDA) software. In August 2025, the company pled guilty at the parent level to export control violations relating to EDA software exports to Entity-List Chinese military-affiliated entities and is now serving a three-year probation period.

 

Engagement details and analysis

 

Cadence is in year one of a three-year probation period, requiring two BIS audits and annual DOJ reporting. Management presented an expanded Five Pillar Global Trade Compliance Program, with trade compliance headcount roughly doubled over three to four years and supported by external counsel and PwC, addressing the historical customer-screening gap identified as the root cause of the violations. Full cooperation with the DOJ investigation was constrained by Chinese rules prohibiting employees from participating in international investigations.

 

On commercial impact, management reported minimal disruption to customer relationships, including US government contracts; the US Air Force's Senior Designated Official confirmed the company's remediation is sufficient, and counterparties were reportedly satisfied following detailed walkthroughs. We view the expanded compliance program and doubled headcount as a credible, structural response to the root-cause screening gap, materially reducing recurrence risk relative to the pre-2020 control environment that enabled the violations.

 

Strong tone-from-the-top and a transparency-first posture, now mandatory under probation, are encouraging, and management's explanation for the areas where it lost points in the DOJ investigation alleviates some concerns. Limited commercial disruption, including retained US government contracts, supports the investment thesis, though ongoing probation, two pending BIS audits, and heightened M&A diligence requirements warrant continued monitoring over the three-year term.

 

Outcome and next steps

 

Cadence's structural compliance build-out and retention of customer relationships, including US government contracts, post-settlement reinforced our positive view of its strategy and long-term return sustainability; findings were reflected in the sustainability scorecard. We will monitor progress against the two pending BIS audits and probation milestones, and track compliance program effectiveness reviews and M&A diligence enhancements going forward.

 

Engagement Period: Q2 2026.

 

All opinions expressed herein are as of the published date. For illustrative purposes only. The securities mentioned should not be considered a recommendation or solicitation to purchase or sell these securities. Source: Lazard.

 

Voting

 

The Board gives discretion to Lazard to exercise the Company's voting rights. Lazard exercises the Company's voting rights in respect of investee companies with the aim of maximising sustainable shareholder value as a long-term investor and voting in the best interests of the Company's shareholders. Lazard undertakes regular due diligence with investee company managements on matters such as strategy, operational performance, capital allocation, and material sustainability considerations. Lazard is a signatory to the UK Stewardship Code; further details are included on page 42 of the Annual Financial Report.

 

The proxy voting instructions given by Lazard on behalf of the Company between 1 July 2025 and 30 June 2026 are detailed below.

 

Lazard voting on behalf of Mid Wynd

 

Instruction	Percentage
For	82%
Against/Withhold	11%
Did not vote*	7%

 

* In certain markets, shareholders who vote their shares are subject to "share blocking" arrangements, which prevents shares from being traded for a period before and around the relevant shareholder meeting. The Investment Manager's policy is to maintain portfolio liquidity. Accordingly, the Investment Manager will not vote where voting would result in shares being blocked from trading. All of the shares not voted, and disclosed above, were not voted for this reason. These votes relate to Partners Group and Galderma Group, listed in Switzerland.

 

Details of votes against/withhold

 

Percentage	Reason
40%	Oppose director re-elections and other director related reasons
40%	Environmental and social reasons
13%	Compensation
7%	Other - including capitalisation, routine business, audit related and take-over related

 

Industry and social responsibility initiatives

 

Further information on the industry-wide collaborations Lazard participates in and the social responsibility initiatives it engages with can be found on the Sustainable Investment section of the Lazard website at Sustainable Investing Lazard Asset Management1 .

 

1https://www.lazardassetmanagement.com/gl/ sustainable-investment.

 

Key Performance Indicators (`KPIs')

 

The performance of the Company is reviewed regularly by the Board and it uses a number of KPIs to assess the Company's success in meeting its objective. The KPIs which have been established for this purpose are set out below.

 

Discrete annual total returns

 

Year ended 30 June	Net asset value	Share price	MSCI All Country World Index (GBP)
2022	(7.5)%	(9.5)%	(4.2)%
2023	5.6%	1.0%	11.3%
2024	13.9%	17.1%	20.1%
2025	(5.1)%	(5.9)%	7.2%
2026	2.0%	1.9%	27.7%

 

Source: LSEG Datastream.

 

Further details of the 2026 returns can be found within the Chairman's Statement and Investment Manager's Review contained in the Annual Financial Report for year ended 30 June 2026.

 

• Net asset value total return performance compared to the MSCI All Country World Index (GBP)

The Board monitors the performance of the net asset value per share against that of the MSCI All Country World Index (GBP).

 

• Share price total return performance

The Board monitors the performance of the share price of the Company to ensure that it reflects the performance of the net asset value.

 

• Share price (discount)/premium to net asset value

The Board recognises that it is in the interests of shareholders to maintain a share price as close as possible to the net asset value (`NAV') per share. The policy of the Board is to manage the discount or premium to a target of 2% of NAV in normal market conditions. The Company may issue shares at such times as demand is not being met by liquidity in the market and buy back shares when there is excess supply. This policy has proved consistently effective in generating value within the Company and helping to manage market liquidity. The Company's shares were trading at a discount of 2.5% to NAV at the year end. At all times the Company sought to manage the discount within the target parameters and achieved an average discount of 2.1% over the year. During the year the Company did not issue any shares and bought back 13,000,500 shares (representing 32.2% of the issued share capital (excluding Treasury Shares) at the start of the year) at a cost of £99 million. The Company has convened two General Meetings since the 2025 AGM in order to seek additional buyback authority. One was held on 27 February 2026 and the other was held on 13 August 2026. The resolutions to seek additional buyback authority were supported by majorities of over 95% of shares voted.

 

Although the Company incurs modest costs for operating the policy and when renewing shareholder authority, issuance at a premium and buying back at a discount under the policy more than compensates and is consistently accretive to NAV.

 

• Ongoing charges

The Board is mindful of the ongoing costs to shareholders of running the Company and monitors operating expenses on a regular basis. The Chairman's Statement refers to measures recently introduced to reduce expenses. The Company's ongoing charges ratio for the year ended 30 June 2026 was 0.62% (2025: 0.54%) after adjusting for reductions in future investment management and AIFM fees, in line with AIC guidance. An adjustment has been made to the 2025 ongoing charges ratio in order to provide a fair comparison. The ongoing charges calculation is shown on page 82 of the Annual Report. The increase in the ongoing charges ratio for the year to 30 June 2026 is due to the reduction of net assets as a result of the effective operation of our discount control mechanism. As reported in the Chairman's Statement, the Company's buyback programme resulted in accretion of approximately £2.1 million, which is more than the Company's total operating expenses for the period.

 

• Dividend per share

In addition to seeking capital growth, the Board also continues to pursue its flexible dividend policy. It monitors the revenue returns generated by the Company during the year, its distributable reserves and expected future revenue and then determines the dividends to be paid. Revenue return per share during the year increased by 9% compared to the prior financial year. As explained previously, the appointment of Lazard has led to a change in investment approach and lower dividend income from our investee companies. These companies reinvest a greater proportion of their cashflow back into their businesses where they expect to generate high internal rates of return, thereby increasing their capital value and future profits and dividends. The majority of Mid Wynd's revenues are earned in foreign currencies and changes in exchange rates can impact the Sterling value of the Company's earnings. Subject to approval of the final dividend by shareholders, a total dividend of 8.60 pence per share (2025: 8.35 pence per share) will be paid in respect of the year ended 30 June 2026. This represents an increase of 3.0%.

 

Dividends payable/paid in respect of the years ended June 2025 and 30 June 2026 have been funded from current year earnings and the Company's accumulated revenue reserve.

 

Principal Risks and Risk Management

 

The Board has carried out a robust assessment of the principal and emerging risks facing the Company. Following consideration of the principal risks, the Board has concluded that there are no emerging risks facing the Company that should be added to the principal risks set out below.

 

The Board, has developed a risk map which sets out the principal risks faced by the Company and the controls established to mitigate these risks. This is an ongoing process and the risk map, including any emerging risks, is formally reviewed at least every six months. The Board pays particular attention to those risks that might threaten the long-term performance or viability of the Company. Further information on the Company's risk management process is set out in the corporate governance section on pages 39 and 43 of the Annual Financial Report.

 

A summary of the key areas of risk, their movement during the year and their mitigation is set out below:

 

Movement	Principal risk	Mitigation/control
	Strategic risks
Increased risk	Investment strategy The management of the portfolio of the Company may not achieve its investment objective and policy. The Board has recognised an increase in investment strategy risk given the Company's underperformance relative to the comparator.	The investment objective and policy of the Company is set by the Board and is subject to ongoing review and monitoring in conjunction with the Investment Manager. The Company's investments are selected on their individual merits and the performance of the portfolio may not track the wider market (represented by the MSCI All Country World Index). The Board believes this approach will continue to generate good long-term returns for shareholders. Risk is diversified through a broad range of investments being held. Although the Investment Manager has a proven track record of managing the Global Quality Growth strategy which the Company's portfolio is managed in accordance with, the Board discusses the investment portfolio and its performance and provides challenge to the Investment Manager at each Board meeting.
	Market risks
No change	Market prices The Company invests in a portfolio of international quoted equities. The prices of equity investments may be volatile and are affected by a wide variety of factors many of which can be unforeseen and are outwith the control of the investee company or the Investment Manager. These price movements could result in significant losses for the Company. The Company's functional currency and that in which it reports its results is Sterling. However, the majority of the Company's assets and income are denominated in currencies other than Sterling. Consequently, movements in exchange rates will affect the Sterling value of those assets. The country in which a portfolio company is listed is furthermore not necessarily where it earns its profits and movements in exchange rates on overseas earnings may have a more significant impact upon a portfolio company's valuation than a simple translation of that company's share price into Sterling. The Company does not generally hedge its currency exposures and changes in exchange rates may lead to a reduction in the Company's NAV. Current events such as the ongoing wars in Ukraine and the Middle East have negatively impacted economic growth and may negatively affect investment values leading to the inability to buy, sell or value assets at a competitive price, thus having an adverse effect on the Company's results. Climate change, and the politics around climate change, could impair the operations of individual investee companies, potential investee companies, their supply chains and their customers. The risks as well as opportunities arising from the use of artificial intelligence ("AI") are having a pronounced impact on the valuation of portfolio companies, in many cases, without the market having a proper understanding of the companies' business models.	The Board considers that the risk of market volatility is mitigated by the longer-term nature of the investment objective and the Company's closed-ended structure, and that such investments should be a source of positive returns for shareholders over the long-term. Risks are diversified through having a range of investments in the portfolio with exposure to various geographies and sectors. The Investment Manager has a proven track record and reports regularly to the Board on market developments. At each Board meeting the Investment Manager is asked to provide explanations for the performance of the portfolio and the rationale for any changes in equity investments, sectors and geographies. Any use of derivatives to manage market risks requires Board approval. The Board and its Investment Manager have regular discussions to assess the likely impact of inflation rates on global economies, corporate profitability and asset prices. The Board have assessed the Company's exposure to currency rates during the year to 30 June 2026, and discussed the advantages and disadvantages of introducing currency hedging. This is reviewed by the Board on a periodic basis. The Investment Manager takes material ESG risks into account when making investment decisions, as such risks can affect the prospects of a business. The Company invests in a broad portfolio of businesses with operations spread geographically, which should limit the impact of climate change events.
No change	Legal and regulatory risk Changes to the requirements of the framework of regulation and legislation (including rules relating to listed closed-end investment companies), within which the Company operates, could have a material adverse effect on the ability of the Company to carry on its business and maintain its listing. A change in the tax rules applicable to investment trusts, such as the introduction of capital gains tax, could affect the viability of investment trusts.	The Company relies on the services of the Company Secretary and Investment Manager to monitor ongoing compliance with relevant regulations, accounting standards and legislation. The Company Secretary and Investment Manager also appraise the Board of any prospective changes to the legal and regulatory framework so that any requisite actions can be planned. The Board receives quarterly compliance reports from the Investment Manager, the Alternative Investment Fund Manager (`AIFM'), Company Secretary and Administrator, and the Depositary confirming compliance with regulations. These reports also highlight any matter that the relevant compliance team feel should be brought to the Board's attention. The Company is a member of the Association of Investment Companies (the `AIC'). The AIC monitors regulatory change on behalf of its members and keeps the investment trust sector informed on this. Furthermore, the AIC promotes investment trust interests in any consultations on proposed regulatory change.
	Operational risks
No change	Reliance on third-party service providers The Company has no employees and all of the Directors have been appointed on a non-executive basis; all operations are outsourced to third-party service providers. Failure by any service provider to carry out its obligations to the Company in accordance with the terms of its appointment, to protect against breaches of the Company's legal and regulatory obligations such as data protection or to perform its obligations to the Company at all as a result of insolvency, fraud, breaches of cybersecurity, failures in business continuity plans or other causes, could have a material adverse effect on the Company's operations.	Experienced third-party service providers are employed by the Company under appropriate terms and conditions and with agreed service level specifications. The Board receives regular reports from its service providers and reviews the performance of its key service providers at least annually.
No change	Reliance on key personnel The Company's portfolio is managed by the Investment Manager and in particular the fund management team which has direct responsibility for portfolio selection. Any change in relation to the investment executives may adversely affect the performance of the Company.	The Lazard investment team is led by two key individuals, the global equity fund managers, each of whom has worked for Lazard for many years and has a successful track record. The fund managers are supported by a wider investment team.

 

Further information on risks and the management of them are set out in note 19 of the notes to the financial statements on page 69 to 73 of the Annual Financial Report.

 

Viability Statement

 

In accordance with the Association of Investment Companies (the `AIC') Corporate Governance Code, the Board has considered the longer-term prospects for the Company beyond the twelve months required by the going concern basis of accounting. The period of assessment, in line with our Key Information Document, is five years to 30 June 2031. The Board has concluded that this period is appropriate, taking into account the Company's investment objective and policy and the long-term investor outlook.

 

In reviewing the Company's viability, the Board considered the Company's business model, the principal and emerging risks and uncertainties, including geopolitical risks, volatility of inflation and interest rates and the ensuing market volatility as well as risks arising from climate change or AI. The Company invests in listed securities and has a liquid portfolio.

 

In considering the Company's prospects over the next five years, the Directors have assumed that Lazard will, on behalf of the Company, continue to follow the Company's investment objective, that the Company's performance will be attractive to shareholders, and that the Company will continue to meet the requirements to retain its status as an investment trust.

 

The Board further considered the continued operation of the Company's buyback programme, as a discount control mechanism, in its viability assessment. It is assumed by the Board that the liquid nature of the portfolio means that investments can be sold as necessary to fund share buybacks. The Board notes that a significant proportion of the Company's issued share capital was bought back through the discount management programme in the year ended 30 June 2026. Should this rate of buyback activity continue, and not be offset by investment performance, the Company's net assets may decline during the review period to a point where the Board will consult with shareholders regarding the continuation of the Company.

 

It should be noted that notwithstanding this risk, the Board has a reasonable expectation that the Company will continue to be able to meet its liabilities as they fall due at all times.

 

The Company is authorised to trade as an investment company and has the associated tax benefits. Any change to the Company's tax arrangements could affect the Company's viability as an effective investment vehicle.

 

The Board considered a five-year forecast and a number of stress test scenarios in connection with a significant fall in markets. The Board also considered the Company's ongoing income and expenses, the buyback programme and the liquidity of the Company's portfolio to ensure that the Company will be able to meet its liabilities as they fall due.

 

The conclusion of this review is that the Board has a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the next five years.

 

Duty to Promote the Success of the Company

 

How the Directors discharge their duties under s172 of the Companies Act

 

Under section 172 of the Companies Act 2006, the Directors have a duty to act in good faith and to promote the success of the Company for the benefit of its shareholders as a whole, and in doing so have regard to:

 

a)      the likely consequences of any decision in the long-term;

b)      the interests of the company's employees;

c)       the need to foster the company's business relationships with suppliers, customers and others;

d)      the impact of the company's operations on the community and the environment;

e)      the desirability of the company maintaining a reputation for high standards of business conduct; and

f)        the need to act fairly as between members of the company.

 

As an externally managed investment trust, the Company has no employees or physical assets. Our shareholders, our investee companies, our key external service provider, the Investment Manager and AIFM, and other professional service providers such as the Company Secretary and Administrator, Depositary, Registrar, Auditor, Corporate Broker, Tax Adviser and any lenders are all considered to fall within the scope of section 172.

 

Whilst certain responsibilities are delegated, the Board retains responsibility for promoting the success of the Company; the Directors' responsibilities are set out in the schedule of matters reserved for the Board and the terms of reference of its committees, all of which are reviewed regularly by the Board.

 

The Company's culture and values, as described on page 18 and 19 of the Annual Financial Report, have been established by the Board to manage its key business relationships.

 

Engagement with key stakeholders

 

Stakeholders	Benefits of engagement	How the Company engages with Stakeholders
Shareholders and potential investors	The Board is responsible for promoting the success of the Company for the benefit of the shareholders, taken as a whole, having regard to the matters listed above and its stakeholders. Communicating with shareholders and potential investors is essential to ensure the Board is fully aware of shareholder requirements so that it can respond to evolving shareholder needs. It is also important that the Company communicates its strategy and performance regularly and effectively to shareholders to ensure there continues to be demand for the Company's shares.	To achieve its objective of promoting the success of the Company, for the benefit of the shareholders, the Board approaches engagement from two angles - how the Board communicates its strategy and performance to shareholders and potential investors and how it addresses feedback or communications received from shareholders and potential investors. Engagement with shareholders and potential investors is both by the Board and the Company's Investment Manager. Through the publication of the annual financial reports, the half-yearly reports, monthly factsheets, RNS announcements and updates to the Company's website, shareholders are kept informed of developments in Company strategy as well as Company performance and portfolio activities. The Investment Manager presents at conferences and webinars throughout the year. The Annual General Meeting presents a further opportunity for shareholders to meet the Board and Investment Manager in person. The Board encourages all current and prospective shareholders to sign up for updates on the Trust via the Company's website. This allows the Company to engage directly with shareholders and potential investors and share updates on the investment strategy and forthcoming shareholder events like webinars and podcasts.
Investment Manager	Engagement with the Company's Investment Manager is necessary to: evaluate its performance against the Company's stated investment objective and to understand any risks or opportunities this may present; ensure the Investment Manager operates within parameters set by the Board; ensure the Board understands key performance issues to inform strategy and enable good communication with shareholders; provide the Board with assurances that the Investment Manager's internal controls are operating effectively; and ensure the Investment Manager's approach to the management of environmental, social and governance (`ESG') issues accords with the Board's values.	The Board, with the support of its Management Engagement Committee, regularly reviews the performance of the Investment Manager to ensure that services provided to the Company are managed efficiently and effectively for the benefit of the Company's shareholders. The Board meets formally with the Investment Manager at quarterly Board meetings. The Investment Manager presents a review of the quarter and any pertinent information on the portfolio and its transactions. Informal calls and ad hoc meetings may also occur throughout the year, especially at times of heightened market volatility. The Board reviews and discusses plans for the future marketing, strategy and development of the Company with the Investment Manager. Reports on the internal controls operated by the Investment Manager to safeguard the Company's assets and to ensure transactions are materially correct are received from the Investment Manager and reviewed by the Board and Audit Committee as appropriate.
Other third-party service providers	As an investment company, all services are outsourced to third-party service providers. In addition to investment management, other outsourced services include the AIFM, Company Secretary and Administrator, the Depositary, the Broker, the Registrar, the Company's Tax Adviser, the Auditor and any lender when applicable. The Company has detailed the parameters within which authority has been delegated and set service levels to monitor service provider performance. Engagement is important to ensure that: all service providers are delivering services in accordance with their service level agreements; any operational issues are discussed with the Board; and the Board receives appropriate assurances that the providers' internal controls are operating effectively.	The Company Secretary and Administrator have frequent interaction with the key service providers and their performance is continually monitored throughout the year. The Management Engagement Committee annually reviews the performance of key service providers, along with their fee levels, and provides recommendations to the Board as required. As and when appropriate, third party providers present to the Board. Annual assurance reports are received to assist the review of the internal control environments of the Company Secretary and Administrator, the Depositary and the Registrar.
Investee companies	The Company's success relies on its choice of investments and the performance of those investments. Engagement by the Investment Manager with the investee companies has two principal aims: to aid the Investment Manager to understand investee companies, the risks and opportunities associated with them and the factors which drive their performance so as to make better investment decisions: and to drive positive change in investee companies through active stewardship. The aim of such engagement is to improve performance and hence shareholder returns.	The Board sets the investment objective and discusses stock selection and asset allocation with the Investment Manager at each Board meeting. The Board also receives reports from the Investment Manager on engagement with investee companies. The Investment Manager engages with the investee companies on an on-going basis. The Board discusses with Lazard Asset Management how ESG factors are taken into account when selecting and retaining investments for the Company. The Board recognises the importance of ESG in the investment process. Lazard Asset Management endorses the UK Stewardship Code.
Board discussions and decisions Key discussions and decisions made by the Board since the last Annual Financial Report:
Topic	Background & discussion	Decision
Investment management fee	The Board reviewed its operating costs during the year.	Revised terms were agreed with the Company's Investment Manager, Lazard Fund Managers Limited. With effect from 1 May 2026, the Company's management fee was reduced by 20% for a period of 24 months.
Appointment of Lazard Fund Managers Limited as AIFM	In October 2023, the Board appointed Juniper Partners Limited as Company Secretary, Administrator and for the performance of discount control services. Juniper Partners were also appointed as AIFM on an interim basis whilst Lazard obtained the necessary regulatory approvals to act as an AIFM.	Following Lazard's receipt of the necessary regulatory approvals, the Board approved the appointment of Lazard Fund Managers Limited as the Company's AIFM with effect from 1 July 2026. Juniper Partners continue to provide Company Secretarial, Administrator and discount control services to the Company. This change will also give rise to cost savings.
Share issuance and buybacks	The Board discussed the on-going strategy of share issuance and buyback to assist in controlling the share premium/discount to NAV for the benefit of existing shareholders.	It was decided this strategy was working as required and the Company has been particularly active, during this period, to ensure that its shares continue to trade at a narrow discount to NAV, benefiting existing and exiting shareholders. To ensure the Company had sufficient shareholder authority to continue to operate the discount control mechanism (which seeks to maintain a share price within a 2% target of the Company's NAV), and reduce discount volatility, the Board resolved to seek additional authority from shareholders to continue to buy back the Company's shares at two General Meetings. The resolutions were approved at both General Meetings by majorities of over 95%. During the year, the share premium account was cancelled and reclassified as a special reserve.
Shareholder engagement	Further to the Annual General Meeting held on 16 October 2025, the Board noted that Resolution 13 - the disapplication of pre-emption rights on share allotments for cash - received less than 80% of the votes cast in favour. As announced at the time, the Board consulted with shareholders regarding its proposal to address this voting outcome.	Following consultation with shareholders, at the 2026 AGM, the resolution to propose the disapplication of pre-emption rights on share allotments for cash will be reduced from 20% to 10% of issued share capital in line with the Investment Association's recommended limit.
Marketing and distribution	Establishment of the Marketing Committee of the Board, chaired by Anulika Malomo.	The Board established the Marketing Committee in May 2026 in recognition of the important role that marketing plays in serving the needs of shareholders and attracting new investors. The Marketing Committee will meet at least two times per year to provide strategic oversight and guidance in relation to the Company's marketing and shareholder communication activities.
Gearing	The Board discussed the current policy and whether gearing should be employed by the Company.	Having considered the option to use gearing the Board decided that there was no requirement in the short-term. The future use of gearing by the Company will be kept under review by the Board, recognising that the benefit to shareholders needs to outweigh the associated costs.
Director succession	The Board discussed succession of Directors.	During the year, the Board considered its composition and succession plan and concluded that a number of changes to the Board will take place over the next few years. Alan Scott will retire at the AGM to be held on 21 October 2026. The Chairman will stand for re-election at the AGM in 2026, but does not intend to seek re-election as a director at the 2027 AGM. The Board will release more details about the Chairman's replacement over the course of the coming year. The Board has initiated a recruitment process and expects to appoint at least one new director before the 2027 AGM.

 

Directors & diversity

 

The Directors of the Company and their biographical details are set out on pages 33 to 35 of the Annual Financial Report.

 

No Director has a contract of service with the Company.

 

All of the Directors are considered to be independent in character and judgement and, in the opinion of the Board, there are no relationships or conflicts of interest which are likely to affect the judgement of any Director.

 

The Directors consider diversity, including balance of skills, knowledge, gender, social and ethnic backgrounds, cognitive and personal strengths and experience, amongst other factors when reviewing the composition of the Board.

 

The current Directors have a range of relevant business, financial and asset management skills and experience. The Directors believe that ensuring that the Board and its Committees are comprised of the best combination of individuals to promote the success of the Company for shareholders over the long term is the priority. Nevertheless, it is conscious of the diversity targets set out in the FCA Listing Rules and the AIC Code in appointing appropriately diverse, independent non-executive directors who set the operational and moral standards of the Company and aims to have an appropriate level of diversity on the Board.

 

In accordance with Listing Rule 6.6.6R (9) the Board has provided the following information in relation to its diversity as at 30 June 2026, being the financial year-end of the Company. The information included in the tables below has been obtained following confirmation from the individual Directors. There have been no changes in the below data since 30 June 2026.

 

	Number of Board members	Percentage of the Board	Number of senior positions on the Board	Number in executive management3	Percentage of executive management3
Men	3	60%	21	0	0
Women	2	40%	12	0	0
Not specified/prefer not to say	0	0%	0	0	0

 

1 David Kidd is the Chairman of the Board and Hamish Baillie is the Senior Independent Director, both of which are senior positions as defined by the Listing Rules.

2 Diana Dyer Bartlett is the Chairman of the Audit Committee. Although this is not a senior position as defined by the Listing Rules, in the absence of executive roles, the Company considers this role to be a senior position.

3 Not applicable as the Company does not have an executive management team.

 

	Number of Board members	Percentage of the Board	Number of senior positions on the Board	Number in executive management2	Percentage of executive management2
White British or other White	4	80%	31	0	0
Mixed/Multiple ethnic groups	0	0%	0	0	0
Asian/Asian British	0	0%	0	0	0
Black/African/Caribbean/Black British	1	20%	0	0	0
Other ethnic group, including Arab	0	0%	0	0	0
Not specified/prefer not to say	0	0%	0	0	0

 

1 The Chairman of the Board and Senior Independent Director are senior positions as defined by the Listing Rules. Although the Chairman of the Audit Committee is not a senior position as defined by the Listing Rules, in the absence of executive roles, the Company considers this role to be a senior position.

2 Not applicable as the Company does not have an executive management team.

 

Modern Slavery Act 2015

 

The Company does not fall within the scope of the Modern Slavery Act 2015 as its turnover is less than £36m. Therefore, no slavery and human trafficking statement is included in the Annual Financial Report.

 

For and on behalf of the Board,

 

David Kidd

Chairman

16 September 2026

 

Statement of Directors' Responsibilities in respect of the Annual Financial Report and the Financial Statements

 

Statement of Directors' Responsibilities

 

The Directors are responsible for preparing the Annual Financial Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with UK Accounting Standards, including FRS 102 `The Financial Reporting Standard Applicable in the UK and Republic of Ireland'.

 

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 each of the financial statements, the Directors are required to:

 

• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;
• state whether applicable UK Accounting Standards have been followed, subject to any material departures being disclosed and explained in the financial statements; and
• prepare the financial statements on the 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 enable them to ensure that its financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

 

Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, a Directors' Report and Corporate Governance Statement, and a Directors' Remuneration Report that complies with that law and those regulations.

 

The financial statements are published on our website, midwynd.com, maintained by the Company's Investment Manager. Responsibility for the maintenance and integrity of the corporate and financial information relating to the Company on this website has been delegated to the Investment Manager by the Directors. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

 

We confirm that to the best of our knowledge:

 

(a)    the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities and financial position of the Company as at 30 June 2026 and of the profit for the year then ended;

(b)    in the opinion of the Directors, the Annual Financial Report taken as a whole, is fair, balanced and understandable and it provides the information necessary to assess the Company's position and performance, business model and strategy; and

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

 

For and on behalf of the Board,

 

David Kidd

Chairman

16 September 2026

 

Financial Statements

 

Statement of Comprehensive Income

For the year ended 30 June

 

	2026 Revenue £'000	2026 Capital £'000	2026 Total £'000	2025 Revenue £'000	2025 Capital £'000	2025 Total £'000
Gains/(losses) on investments held at fair value through profit or loss	-	4,142	4,142	-	(20,732)	(20,732)
Currency losses	-	(40)	(40)	-	(69)	(69)
Income	2,755	17	2,772	3,763	-	3,763
Investment management fee	(102)	(920)	(1,022)	(147)	(1,327)	(1,474)
Other expenses	(618)	(185)	(803)	(619)	(257)	(876)
Net return/(loss) before taxation	2,035	3,014	5,049	2,997	(22,385)	(19,388)
Taxation on ordinary activities	(51)	(2)	(53)	(478)	71	(407)
Net return/(loss) on ordinary activities after taxation	1,984	3,012	4,996	2,519	(22,314)	(19,795)
Net return/(loss) per ordinary share	6.05p	9.18p	15.23p	5.54p	(49.08)p	(43.54)p

 

The total column of this statement is the profit and loss account of the Company.

 

All revenue and capital items in this statement derive from continuing operations.

 

The net return for the year disclosed above represents the Company's total comprehensive income.

 

Statement of Financial Position

As at 30 June

 

	2026 £'000	2025 £'000
Non-current assets
Investments held at fair value through profits or loss	206,953	303,478
Current assets
Debtors	4,028	660
Cash and cash equivalents	1,297	4,068
	5,325	4,728
Creditors
Amounts falling due within one year	(1,901)	(705)
Net current assets	3,424	4,023
Net assets	210,377	307,501
Capital and reserves
Called up share capital	3,320	3,320
Capital redemption reserve	16	16
Share premium	-	242,115
Special reserve	178,948	-
Capital reserve	24,020	57,234
Revenue reserve	4,073	4,816
Shareholders' funds	210,377	307,501
Net asset value per ordinary share	767.55p	760.96p

 

These financial statements were approved by the Board of Directors and signed on its behalf on 16 September 2026.

 

David Kidd

Chairman

 

Statement of Changes in Equity

 

For the year ended 30 June 2026
	Share capital  £'000	Capital redemption reserve  £'000	Share premium  £'000	Special reserve1 £000	Capital reserve1,2 £'000	Revenue reserve2 £'000	Shareholders' funds £'000
Shareholders' funds at 1 July 2025	3,320	16	242,115	-	57,234	4,816	307,501
Net return on ordinary activities after taxation	-	-	-	-	3,012	1,984	4,996
Reduction and reclassification of share premium3	-	-	(242,115)	242,115	-	-	-
Cost of reduction and reclassification of share premium	-	-	-	(78)	-	-	(78)
Repurchase of shares into Treasury	-	-	-	(63,089)	(36,226)	-	(99,315)
Dividends paid	-	-	-	-	-	(2,727)	(2,727)
Shareholders' funds at 30 June 2026	3,320	16	-	178,948	24,020	4,073	210,377
For the year ended 30 June 2025
	Share capital  £'000	Capital redemption reserve  £'000	Share premium  £'000		Capital reserve1,2 £'000	Revenue reserve2 £'000	Shareholders' funds £'000
Shareholders' funds at 1 July 2024	3,320	16	242,115		152,673	5,970	404,094
Net (loss)/return on ordinary activities after taxation	-	-	-		(22,314)	2,519	(19,795)
Repurchase of shares into Treasury	-	-	-		(73,125)	-	(73,125)
Dividends paid	-	-	-		-	(3,673)	(3,673)
Shareholders' funds at 30 June 2025	3,320	16	242,115		57,234	4,816	307,501

 

1 The Company may pay dividends from both capital and revenue reserves.

2 Capital reserve as at 30 June 2026 includes realised gains of £11,557,000 (30 June 2025: £33,046,000).

3 During the year, the reduction of the Company's share premium account to create additional capital reserves which could be used for share buybacks (approved by shareholders at the May 2025 general meeting) received court approval during August 2025. Accordingly, £242,115,000 of share premium was transferred to a special capital reserve.

 

Statement of Cash Flows

For the year ended 30 June

 

	2026 £'000	2026 £'000	2025 £'000	2025 £'000
Net cash outflow from operations before dividends and interest		(2,357)		(3,193)
Dividends received from investments	2,756		3,748
Interest received	17		21
		2,773		3,769
Net cash inflow from operating activities		416		576
Cash flow from investment activities
Purchase of investments	(48,812)		(68,655)
Sale of investments	146,453		143,623
Realised currency losses	-		(65)
Net cash generated from investing activities		97,641		74,903
Cash flow from financing activities
Repurchase of shares to Treasury	(97,984)		(73,474)
Cost of reclassification of share premium	(78)		-
Dividends paid	(2,727)		(3,673)
Net cash outflow from financing activities		(100,789)		(77,147)
Net decrease in cash and cash equivalents		(2,732)		(1,668)
Cash and cash equivalents at start of the year		4,068		5,742
Decrease in cash in the year		(2,732)		(1,668)
Currency losses on cash and cash equivalents		(39)		(6)
Cash and cash equivalents at end of the year		1,297		4,068

 

Notes to the Financial Statements

1. Accounting policies

 

The financial statements are prepared on a going concern basis under the historical cost convention modified to include the revaluation of investments.

 

The financial statements have been prepared in accordance with the Companies Act 2006, applicable United Kingdom accounting standards, including Financial Reporting Standard (`FRS') 102, and the Statement of Recommended Practice `Financial Statements of Investment Trust Companies and Venture Capital Trusts' (the `SORP') issued by the Association of Investment Companies (the `AIC') in July 2022.

 

In order to better reflect the activities of the Company and in accordance with guidance issued by the AIC, supplementary information which analyses the profit and loss account between items of a revenue and capital nature has been presented in the Statement of Comprehensive Income.

 

Financial assets and financial liabilities are recognised in the Company's Statement of Financial Position when it becomes a party to the contractual provisions of the instrument.

 

No significant estimates or judgements have been made in the preparation of the financial statements.

The Directors consider the Company's functional currency to be Sterling as the Company's shareholders are predominantly based in the UK and the Company is subject to the UK's regulatory environment.

 

2. Income

 

	2026 £'000	2025 £'000
Income from investments
Overseas dividends	2,550	3,583
UK dividends	205	159
	2,755	3,742
Other income
Bank interest	17	21
Total income	2,772	3,763
Total income comprises:
Dividends and UK interest from financial assets designated at fair value through profit or loss	2,755	3,742
Other income	17	21
Total income	2,772	3,763

 

Included within the value for overseas dividends above is a special dividend of £17,000, which has been allocated to capital (2025: £nil).

 

3. Dividends paid and proposed

 

	2026	2025	2026 £'000	2025 £'000
Amounts recognised as distributions in the year:
Previous year's final dividend	4.50p	4.15p	1,573	1,960
First interim dividend	3.85p	3.85p	1,154	1,713
Total dividend	8.35p	8.00p	2,727	3,673
Set out below are the total dividends paid and payable in respect of the financial year. The revenue available for distribution by way of dividend for the year is £1,984,000 (2025: £2,519,000).
	2026	2025	2026 £'000	2025 £'000
Dividends paid and payable in respect of the year:
First interim dividend	3.85p	3.85p	1,154	1,713
Proposed final dividend	4.75p	4.50p	1,252	1,654
Total dividend	8.60p	8.35p	2,406	4,014

 

4. Net return/(loss) per ordinary share

 

	2026 Revenue	2026 Capital	2026 Total	2025 Revenue	2025 Capital	2025 Total
Net return/(loss) on ordinary activities after taxation	6.05p	9.18p	15.23p	5.54p	(49.08)p	(43.54)p

 

Revenue return per ordinary share is based on the net revenue return on ordinary activities after taxation for the financial year of £1,984,000 (2025: £2,519,000) and on 32,809,240 (2025: 45,463,998) ordinary shares, being the weighted average number of ordinary shares in issue (excluding Treasury Shares) during the year.

 

Capital return per ordinary share is based on the net capital return on ordinary activities after taxation for the financial year of £3,012,000 (2025: net capital loss £22,314,000) and on 32,809,240 (2025: 45,463,998) ordinary shares, being the weighted average number of ordinary shares in issue during the year.

 

5. Non-current assets - investments held at fair value through profit or loss

 

Investments in securities are financial assets designated at fair value through profit or loss on initial recognition in accordance with FRS 102. The following tables provide an analysis of these investments based on the fair value hierarchy as described below which reflects the reliability and significance of the information used to measure their fair value.

 

The levels are determined by the lowest (that is the least reliable or least independently observable) level of input that is significant to the fair value measurement for the individual investment in its entirety as follows:

 

Level 1 - investments using unadjusted quoted prices for identical instruments in an active market;

Level 2 - investments whose fair value is based on inputs other than quoted prices that are either directly or indirectly observable;

Level 3 - investments whose fair value is based on inputs that are unobservable (i.e. for which market data is unavailable).

 

	Year ended 30 June 2026 £'000	Year ended 30 June 2025 £'000
Quoted (Level 1)	206,953	303,478
Total financial asset investments	206,953	303,478
	Year ended 30 June 2026 £'000	Year ended 30 June 2025 £'000
Opening book cost	279,920	346,596
Fair value adjustment	24,188	51,498
Opening valuation	303,478	398,094
Purchases as cost	48,815	68,543
Disposals	(149,479)	(142,427)
Gains/(losses) on investments	4,142	(20,732)
Closing valuation	206,953	303,478
Closing book cost	194,490	279,290
Fair value adjustment	12,463	24,188
	206,953	303,478

 

The purchases and sales proceeds figures above include transaction costs of £13,000 on purchases (2025: £46,000) and £66,000 on sales (2025: £32,000), making a total of £79,000 (2025: £78,000).

 

The Company received £149,479,000 (2025: £142,427,000) from investments sold in the year. The book cost of these investments when they were purchased was £133,612,000 (2025: £135,849,000). These investments have been revalued over time and until they were sold any unrealised gains/losses were included in the fair value of the investments.

 

All investments are considered level 1. There have been no transfers between levels during the year.

 

6. Net asset value per ordinary share

 

The net asset value per ordinary share and the net assets attributable to the ordinary shareholders at the year end were as follows:

 

	2026 Net asset value per share	2026 Net assets £'000	2025 Net asset value per share	2025 Net assets £'000
Ordinary shares	767.55p	210,377	760.96p	307,501
During the year the movements in the assets attributable to the ordinary shares were as follows:
			2026 £'000	2025 £'000
Total net assets as 1 July			307,501	404,094
Total recognised gains/(losses) for the year			4,996	(19,795)
Cost of reclassification of share premium			(78)	-
Repurchase of shares into Treasury			(99,315)	(73,125)
Dividends paid			(2,727)	(3,673)
Total net assets at 30 June			210,377	307,501

 

Net asset value per ordinary share is based on net assets as shown above and on 27,408,856 (2025: 40,409,356) ordinary shares, being the number of ordinary shares in issue at the year end.

 

7. Reconciliation of net return before finance costs and taxation to cash generated from operations before dividends and interest

 

	2026 £'000	2025 £'000
Net return before finance costs and taxation	5,049	(19,388)
(Gains)/losses on investments held at fair value through profit or loss	(4,142)	20,732
Currency losses	40	69
Increase/(decrease) in accrued income and other debtors	(343)	94
Dividend income	(2,756)	(3,748)
Interest received	(17)	(21)
Decrease in creditors	(135)	(524)
Overseas tax suffered	(53)	(407)
Net cash outflow operations before dividends and interest	(2,357)	(3,193)

 

8. Transactions with the Investment Manager and related parties

 

The investment management fees payable to Lazard are disclosed in the Statement of Comprehensive Income on page 57 of the Annual Financial Report. The amount outstanding to Lazard at 30 June 2026 was £181,000 (2025: £296,000). The existence of an independent Board of Directors demonstrates that the Company is free to pursue its own financial and operating policies and therefore the Investment Manager is not considered to be a related party.

 

Fees payable during the year to the Directors and their interests in shares of the Company are considered to be related party transactions and are disclosed within the Directors' Remuneration Report on pages 44 to 46 of the Annual Financial Report.

 

9. Annual Financial Report

 

This Annual Financial Report announcement does not constitute the Company's statutory accounts for the years ended 30 June 2026 and 30 June 2025 but is derived from those accounts. Statutory accounts for the year ended 30 June 2025 have been delivered to the Registrar of Companies. The statutory accounts for the year ended 30 June 2026 and the year ended 30 June 2025 both received an audit report which was unqualified and did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying the report and did not include statements under Section 498 of the Companies Act 2006 respectively. The statutory accounts for the year ended 30 June 2026 will be delivered to the Registrar of Companies shortly.

 

The audited Annual Financial Report for the year ended 30 June 2026 will be posted to shareholders shortly. Copies may be obtained from the Company's registered office at 28 Walker Street, Edinburgh, EH3 7HR or at midwynd.com.

 

The Annual General Meeting of the Company will be held on Wednesday 21 October 2026.

 

For further information, please contact:

 

Juniper Partners Limited

Company Secretary

 

Email: [email protected]

Enquiries: 0131 378 0500